Agreement - SRP

Docusign Envelope ID: 459EE89F-1A12-4501-A9D6-555EE485C9A1

Ge NV aa” Construction Services Contract
apie” (Municipal — Distribution)
Customer Improvements Contract #: 4225674
SRP XCT-341 Issue Date: 09/30/2025

P.O. Box 52025
Phoenix, AZ 85072-2025

ATTN: IVAN MAGANA SRP Contact: Alonso Rodriguez Valero
CITY OF CHANDLER Contact Phone: 602-236-3311
Contact Fax:

The Salt River Project Agricultural Improvement and Power District, an agricultural improvement district organized and existing
under the laws of the State of Arizona (SRP), and CITY OF CHANDLER, a municipal corporation organized and existing under
the laws of the State of Arizona, (Municipality) enter into this contract (Contract) for the construction of electrical facilities for the
following Municipality project (Project):

Project: |CUS UE CH BA LINDSAY RD UG CONV Work Order #: |T3445714
Location: |LINDSAY RD, CHANDLER Municipality Job #: |ST2001.201

Municipality acknowledges that it previously entered into a design services contract with SRP for the Project. Municipality now
desires SRP to proceed with construction of the Project in accordance with the design drawings delivered by SRP pursuant to the
design services contract.

This Contract includes the attached Terms and Conditions and describes the general obligations of SRP and the Municipality.
Except as otherwise specifically provided in this Contract, any changes, amendments or modifications to this Contract shall be in
writing and shall be signed by both parties. In consideration of the work to be performed by SRP, Municipality shall pay SRP the
following non-refundable fees:

CIAC Fee: |$664,944.12
SCOPE
a. SRP voluntarily agrees to use commercially reasonable efforts to comply with the Buy America Act.

b. If SRP is unclear regarding its obligations under this provision, SRP may seek clarification from the City of
Chandler by giving the City of Chandler written notice of inquiry as soon as reasonably practicable after|
discovery of the issue. Such requests are limited to only (i) the items SRP cannot find a source to make aj
qualifying Buy America purchase, (ii) items that SRP can find a source to make a qualifying Buy America
purchase, but the lead time for such purchase may unreasonably impact the Project Schedule, and (iii) SRP is
unable in good faith to determine whether the Buy America requirements apply to a particular item. the City of
Chandler will respond to the inquiry in writing within 5 working days. the City of Chandler’s response will
include the City of Chandler's recommendation to SRP on how to proceed, but the City of Chandler will not
direct SRP’s activities. SRP shall not be responsible for delays in performance to the extent caused by the City
of Chandler’s recommendations or delays in the City of Chandler providing such recommendations.

cc. AS soon as practicable following the execution of this Agreement, SRP will provide to the City of Chandler a
Comments: |list of materials that do not comply with Buy America and an estimated cost of purchasing such materials. the
City of Chandler will acknowledge receipt of this statement, but will not make judgment as to the validity of the
statement.

d. the City of Chandler agrees, if it is determined that materials used are not in compliance with Buy America
requirements, the maximum SRP liability will be no more than 150 percent of the price attributable to the
materials that are not in compliance with Buy America requirements; provided, however, that if SRP has sought
clarification of the material requirement under the provisions of paragraph (b) above, and has followed the City|
of Chandler's written recommendations, SRP shall have no liability.

e. the City of Chandler understands that SRP’s compliance with the Buy America Act may result in longer lead
times for ordering materials, vendor-prescribed minimum purchase quantities, and higher material costs. SRP
will pass on to the City of Chandler any additional costs it incurs as a result of SRP’s compliance with the Buy
America Act, and SRP will not be liable for schedule delays caused by longer lead times.

if. SRP shall not be responsible for delays caused by changes in the Project Design made by or at the direction
of the City of Chandler.

SRP shall not be required to perform inspections or begin any construction or installation work on the Project until Municipality (i)
signs and returns this Contract, (ii) accepts the completed design drawings by signing them, (iii) pays SRP the fees set forth
above, (iv) provides SRP the approved City permit(s) and (v) provides to SRP a copy of a deed or deeds evidencing ownership of
all of the real property that is encompassed within or will be affected by the Project or other written documentation acceptable to
SRP that establishes Municipality's authority in connection with the Project. If Municipality is unable to provide such
documentation, and as a result SRP is required to modify its designs for the Project, Municipality shall be responsible for paying
additional costs of the redesign work. If Municipality changes the Project, or if there is any change to the information regarding the
Contract #: 4225674 Page: 1 of 3 Issue Date: 09/30/2025

Docusign Envelope ID: 459EE89F-1A12-4501-A9D6-555EE485C9A1
Project provided by Municipality and relied upon by SRP, SRP will charge Municipality and Municipality shall pay for any additional
costs incurred by SRP, including but not limited to redesign and engineering costs.

SRP’s delivery of this Contract to Municipality constitutes an offer to perform the construction services on the terms and conditions
set forth in this Contract. Municipality may accept this offer by signing this Contract (with no additions, deletions or modifications)
and returning it to SRP. This offer shall expire if Municipality has not signed and returned this Contract to SRP within 120 day of
the date first set forth above. If the Contract is terminated, Customer may request in writing that SRP reschedule the Project, in
which case, SRP may require a complete redesign, as well as a recalculation and repayment by Customer of CIAC. No credits will
be offered for prior design or construction work performed by SRP to the extent such prior work is not part of the scope of the
revised design or construction work.

Further, if the Customer does not execute this contract within ninety (90) days, SRP reserves the right to revise the CIAC Fee and
issue an updated contract. In addition, delays in the execution of the contract may cause construction delays.

Municipality understands and agrees to the terms and conditions of this Contract. The undersigned represents and warrants that
he or she has the authority to sign this Contract on behalf of Municipality.

For Municipality:

Authorized Signature: Daniel Haskins Date: October 15, 2025
Printed Name: Daniel Haskins Title: CIP City Engineer
For SRP:
Authorized Signature: Date:

SENIOR MANAGER
DISTRIBUTION DESIGN
Printed Name: Clifton Rains Title: DIVISIONAL

Contract #: 4225674 Page: 2 of 3 Issue Date: 09/30/2025

Docusign Envelope ID: 459EE89F-1A12-4501-A9D6-555EE485C9A1

GaN) aa”

apts” Terms and Conditions

The existing applicable SRP Rules and Regulations, as they may be amended or revised from time to time by SRP, and all terms and
conditions thereof, are adopted and incorporated herein by reference as part of this Contract. The Rules and Regulations can be found
at www.srpnet.com and are on file at the principal offices of SRP.

SRP shall construct all electric facilities up to the point(s) of delivery, including any connections to electric, in accordance with the SRP
Rules and Regulations and SRP construction specifications and practices.

Municipality shall timely provide SRP all drawings and data requested by SRP that are pertinent to the design of the Municipality
Project. SRP shall review such drawings and data for compatibility with SRP facilities and shall have sole discretion in determining
whether the Municipality facilities may be used with SRP'’s facilities.

Before beginning construction, Municipality shall provide SRP executed originals of the Contract, all requested easements, including
any easements required from third parties, for SRP to access and maintain the electric facilities installed under this Contract, using
SRP'’s standard form(s) of easement. Municipality understands and agrees that SRP shall have no obligation to provide electric service
to the Project unless and until Municipality has provided all such easements. Municipality, at all times, shall permit SRP to access and
maintain any SRP electric facility on Municipality property.

Municipality shall require that any construction work performed by Municipality or its contractor or subcontractor shall be in accordance
with national and local building and safety codes, the SRP Electric Service Specifications and construction drawings, and the Electric
Utility Service Entrance Requirements Committee.

6. Municipality shall secure all required State, County, and local permits and approvals.

7. If Municipality decides to provide trenching, provision and installation of conduit, backfilling and/or surveying, (“Municipality Work”), then

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all Municipality Work shall conform to SRP’s standards, and Municipality shall permit SRP to inspect, at any time, any Municipality Work
or Municipality-provided facility. If Municipality decides to provide surveying, then Municipality shall be responsible for setting or
verification of road right-of-way monuments and/or construction staking, and Municipality shall forward all results of survey to SRP for
review and approval. If, at the time of inspection, there are no offset stakes to enable SRP to verify that the facilities are installed within
the easements granted to SRP, SRP’s Survey Department will reset the offset staked at Municipality's expense. Any inspection by SRP
shall not be deemed an approval of any Municipality-provided facility or a waiver by SRP of any right to enforce strict compliance with
the terms and conditions of this Contract.

SRP shall not be responsible for, and Municipality shall indemnify, defend and hold harmless SRP and members of its governing
bodies, its officers, agents and employees, for, from and against any and all claims, demands, suits, costs of defense, attorney's fees,
witness fees of any type, losses, damages, expenses and liabilities ("Claims") arising out of or relating to Municipality’s performance of
the Municipality Work, including without limitation Municipality’s breach of its obligations under this Agreement or Claims arising out of
the performance of Municipality Work.

Prior to SRP's installing any electric facility, the Municipality shall install all water and sewer facilities and backfill. Municipality shall not
install any curb, sidewalk, paving, or any conflicting foundation within the Project boundaries until SRP completes the installation of the
electric facilities. Municipality shall and hereby does release SRP from any loss, damage, liability, cost, or expense incurred by
Municipality arising out of (i) any delay by SRP in performing or completing its work or inspecting any Municipality Work or (ii) any loss
or damage to any installation prohibited by this Section 9, even if such damage was caused by the negligent or intentional act or
omission of SRP.

Municipality shall permit SRP to inspect, at any time, any Municipality provided facility. Any inspection by SRP shall not be deemed an
approval of any Municipality provided facility or a waiver by SRP of any right to enforce strict compliance with the terms and conditions
of this Contract.

Municipality, upon demand, shall reimburse SRP for the costs of relocation of facilities found to be installed at the wrong location or
grade due to Municipality requested changes in property lines, easement grade, and/or errors in staking, trenching, or survey.

If Municipality's load grows to a total coincident demand of 6,740 kVA or greater, but less than 11,800 kVA, the load will be served from

at least one dedicated SRP feeder circuit or a substation dedicated to serve only Municipality. Any dedicated feeder circuit(s) or
substations shall be provided by SRP at the sole expense of Municipality. Notwithstanding the foregoing, Municipality may elect to
provide its own substation at Municipality’s sole expense. Any dedicated substation, whether provided by SRP or Municipality, shall be
owned, operated, and maintained by Municipality or its agents at Municipality's sole expense. This Contract shall be interpreted,
governed by and construed in accordance with the substantive and procedural laws of the State of Arizona, without regard to conflicts of
law principles. SRP and Municipality agree that any action, suit, or proceeding arising out of or relating to this Contract 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, SRP and Municipality hereby irrevocably waive
any and all rights to a trial by jury and covenant and agree that neither will request a trial by jury, with respect to any legal proceeding
arising out of or relating to this Contract.

The title to all work performed by SRP, or performed by Municipality at SRP’s request and accepted by SRP, shall remain with SRP at
all times.

Municipality shall meet with an SRP inspector before construction begins. The meeting may be scheduled by calling SRP Inspection
Scheduling.

SRP’s summer outage moratorium from May through September may result in delay in completing this Project.
This Contract is subject to A.R.S Section 38-511.

Contract #: 4225674 Page: 3 of 3 Issue Date: 09/30/2025

Docusign Envelope ID: 459EE89F-1A12-4501-A9D6-555EE485C9A1

Council date: NOVEMBER 13, 2025
City Project No.: $T2001.512
City Project Name: LINDSAY ROAD IMPROVEMENTS

(OCOTILLO ROAD TO HUNT HIGHWAY)

SRP Project Name: CUS UE CH BA LINDSAY RD UG CONV
SRP Contract No.: 4225674

SRP Work Order No.: 73445714

Job Location: LINDSAY RD, CHANDLER

Amount: $664,944.12

ADDITIONAL TERMS AND CONDITIONS:
e This Agreement is subject to A.R.S. 38-511

For Customer (City of Chandler):

Mayor Signature:

Authorized Signature: Daviel Haskins Date: October 15, 2025

Printed Name: Daniel Haskins, P.E.
Title: CIP City Engineer

Approved as to Form:

City Attorney Wo

Attest:

City Clerk Seal