2022 Bartlett Dam Modification Feasibility Cost Share Agreement
Extracted text (via pymupdf)
79193 characters
MBD Feasibility Study Cost-Share Agreement 1
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
1.
PARTIES:
This Agreement to Share Costs for the Feasibility Study of Bartlett Dam Modification
Alternatives (“Agreement”), entered into this 14th day of December, 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”.
2.
RECITALS:
This Agreement is made with regard to the following:
2.1.
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.
2.2.
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.
2.3.
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 2
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
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 3
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 4
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 5
8.3.
At the 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 6
9.
PARTIES’ COST SHARE CONTRIBUTIONS:
9.1.
SRP’s initial Annual Contribution Level shall be $250,000.
9.2.
City of Phoenix’s initial Annual Contribution Level shall be $150,000.
9.3.
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.
9.4.
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”).
9.5.
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.
9.6.
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 7
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. 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.
10.2. 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.
10.3. 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 8
10.4. 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.
10.5. 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.
10.6. 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.
11.
VOLUNTARY DEPARTURE; REMOVAL; AND ADDITION OF PARTIES, COST SHARE
PARTNERS, AND STEERING COMMITTEE MEMBERS
11.1. 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.
11.2. 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 9
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.
11.3. 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. SRP shall invoice each Party at its initial Annual Contribution Level as identified in
Exhibit D within 90 days of execution of this Agreement.
12.2. 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 10
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.
12.3. 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.
12.4. 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.
12.5. 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. 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.
13.2. 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. Nothing
contained in this Agreement shall be construed to constitute a waiver of any aspect or
MBD Feasibility Study Cost-Share Agreement 11
portion of sovereign immunity of the Fort McDowell Yavapai Nation, and/or its affiliates,
departments, programs, enterprises, or subdivisions.
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.
14.
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.
15.
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.
MBD Feasibility Study Cost-Share Agreement 12
16.
SEVERABILITY:
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.
17.
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.
18.
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.
19.
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.
20.
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 13
21.
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.
22.
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.
23.
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
CITY OF AVONDALE
By:
Name:
Title:
APPROVED AS TO FORM
By:
Name:
Title:
MBD Feasibility Study Cost-Share Agreement
CITY OF EL MIRAGE
~
he.S
Title: Cift1 Manager
APPROVED A
MBD Feasibility Study Cost-Share Agreement
TOWN OF GILBERT
By:
Name:
Title:
ATTEST
By:
Name:
Title:
APPROVED AS TO FORM
By:
Name:
Title:
DocuSign Envelope ID: ADC1F86C-1059-4EBA-9FD9-6BEE7F059890
12-14-2021
Brigette Peterson
Mayor
Chaveli Herrera
Town Clerk
Chris Payne
Town Attorney
By:
Name: U~!lfl2!'.!!.....)LI~ ~'------
Title: _!,,~~ru~~lf--
..!..... ___ _
APPROVED AS TO FORM
MBD Feasibility Study Cost-Share Agreement
MBD Feasibility Study Cost-Share Agreement
ATTEST:
_______________________________
City Clerk, City of Phoenix
CITY OF PHOENIX, ARIZONA,
a municipal corporation
JEFFREY BARTON, City Manager
By:_____________________________
Troy Hayes
Director, Water Services Department
APPROVED AS TO FORM:
CRIS MEYER, City Attorney
By: ______________________________
Name: ____________________________
Title: _____________________________
uJ
LU
z
LU
LU
LI0
0
I-
C
E
a)
4-,
0
U
0
D
4-,
v-I
>-
4-,
Co
0)
LI
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 A
COST-SHARE PARTNERS
Arizona Water Company
City Goodyear
Water Utility Community Facilities District (dba
Apache Junction Water District
City of Glendale
City of Avondale
City of Mesa
City of Buckeye
City Peoria
Buckeye Water Conservation
and Drainage District
City of Phoenix
Central Arizona Groundwater
Replenishment District
Town of Queen Creek
City of Chandler
City of Scottsdale
City of El Mirage
City of Surprise
EPCOR, USA, Inc.
City of Tempe
Fort McDowell Yavapai Nation
Town of Gilbert
EXHIBIT B – 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
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
1
MEMORANDUM OF UNDERSTANDING
TO SUPPORT THE BARTLETT DAM MODIFICATION FEASIBILITY STUDY
AMONG VARIOUS PARTICIPATING ENTITIES,
SALT RIVER VALLEY WATER USERS' ASSOCIATION,
AND
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT
August 31, 2021
1.
PARTIES:
This nonbinding memorandum of understanding (“MOU”) to support the Bartlett Dam
Modification Feasibility Study is entered into by those entities listed in the Contact List of
Exhibit A (“Participating Entities”), the Salt River Valley Water Users' Association
(“Association”), and the Salt River Project Agricultural Improvement and Power District
(“District”). The Association and District are referred to collectively as “SRP.” SRP and the
Participating Entities are referred to collectively as “Parties.”
2.
BACKGROUND AND PURPOSE:
a.
The United States Department of the Interior’s Bureau of Reclamation
(“Reclamation”), in partnership with SRP, conducted an appraisal level
investigation called the Verde Reservoirs Sediment Mitigation Study to evaluate
options to restore capacity lost in SRP’s Verde River reservoirs due to sediment
accumulation, which impacts critical water supplies for central Arizona.
b.
Reclamation issued a draft report entitled “Verde Reservoirs Sediment Mitigation
Study Appraisal Report” in May 2021 (“Draft Appraisal Report”) recommending
that Reclamation:
i.
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
central Arizona to adapt water management to changing climate
conditions (“Bartlett Dam Modification Feasibility Study”);
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
2
ii.
Address topics identified in the Verde Reservoirs Sediment Mitigation
Study during the feasibility study process; and
iii.
Develop cost-share agreements necessary to support the successful
completion of the Bartlett Dam Modification Feasibility Study.
c.
Reclamation is expected to release a final appraisal report by the end of calendar
year 2021. The Parties support Reclamation’s recommendations as identified in
Subparagraph 2(b) 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 the 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.
d.
The purpose of this MOU is to describe the cooperative efforts and roles and
responsibilities of the Parties related to supporting Reclamation in completing the
Bartlett Dam Modification Feasibility Study as recommended in the Draft
Appraisal Report. As described below, included in those cooperative efforts is the
formation and participation in a steering committee as described in Paragraph
5(d) (“Steering Committee”), and development of the following agreements: (1)
a cost-share agreement among the Participating Entities and SRP as described in
Paragraph 5(a) (“Nonfederal Participating Entities Cost-Share Agreement”), and
(2) the development of a cost-share agreement among SRP and Reclamation as
described in Paragraph 4(b)(i) (“SRP-Reclamation Cost-Share Agreement”).
3.
TERM AND TERMINATION:
a.
This MOU will become effective upon execution by the Parties and, unless
terminated under Subparagraph 3(b), will remain in effect until Reclamation
issues a final report for the Bartlett Dam Modification Feasibility Study.
b.
This MOU will terminate in the event that Reclamation issues a final Verde
Reservoirs Sediment Mitigation Study Appraisal Report that does not include a
recommendation to study the feasibility of Bartlett Dam modification alternatives.
c.
This MOU and the provisions of this MOU may only be modified upon mutual
written consent of the Parties.
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
3
4.
RESPONSIBILITIES:
a.
Mutual Responsibilities:
i.
The Parties will work cooperatively to develop the Nonfederal Participating
Entities Cost-Share Agreement.
ii.
The Parties will work cooperatively to form and participate in the Steering
Committee that is identified in Subparagraph 5(d) and will be further
described by the Nonfederal Participating Entities Cost-Share Agreement.
iii.
The Parties will support and assist Reclamation to conduct the Bartlett
Dam Modification Feasibility Study in the event that Reclamation
has/obtains authority to conduct this study as identified in the
recommendations noted in Subparagraph 2(b). This support and
assistance is expected to include funding of the Bartlett Dam Modification
Feasibility Study by some or all of the Participating Entities, as will be
specified by the Nonfederal Participating Entities Cost-Share Agreement.
The Parties will provide data and information relevant to analyses that may
include but are not limited to assessments of hydrology and climate
change, demand for use of water supplies, environmental and cultural
resources, economics, engineering, dam safety and flood control, and
recreation.
b.
SRP Responsibilities:
i.
SRP will work with Reclamation to develop the SRP-Reclamation Cost-
Share Agreement as a mechanism for SRP to pay the nonfederal cost-share
required for completing the Bartlett Dam Modification Feasibility Study in
the event that Reclamation has/obtains authority to conduct this study,
including the funds collected under the Nonfederal Participating Entities
Cost-Share Agreement, for completing the Bartlett Dam Modification
Feasibility Study.
ii.
SRP will consult with the Participating Entities on substantive decisions
related to Reclamation developing a plan of study for the Bartlett Dam
Modification Feasibility Study while it finalizes the Draft Appraisal Report.
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
4
SRP will be the single point of contact with Reclamation on behalf of the
Parties and will lead communications with Reclamation related to the
Bartlett Dam Modification Feasibility Study until the Nonfederal
Participating Entities Cost-Share Agreement is executed.
iii.
SRP will serve as chair of the Steering Committee.
c.
Participating Entities Responsibilities:
i.
Participating Entities will provide relevant data, information, opinions, and
analyses related to the Bartlett Dam Modification Feasibility Study as
reasonably requested by SRP or Reclamation in the event that Reclamation
has/obtains authority to conduct the Bartlett Dam Modification Feasibility
Study.
ii.
Participating Entities will serve on the Steering Committee as appropriate
to engage in collaboration and coordination with SRP to support
Reclamation’s completion of the Bartlett Dam Modification Feasibility
Study as will be further defined in the Nonfederal Participating Entities
Cost-Share Agreement.
iii.
Participating Entities will coordinate and collaborate with SRP in efforts to
communicate information related to the Bartlett Dam Modification
Feasibility Study with elected officials and other relevant stakeholders on
the project.
5.
DEVELOPMENT OF THE NONFEDERAL
PARTICIPATING ENTITIES
COST-SHARE
AGREEMENT:
a.
The Parties will collaborate to develop the Nonfederal Participating Entities Cost-
Share Agreement with a goal of execution in Fall 2021. The Nonfederal
Participating Entities Cost-Share Agreement will describe how nonfederal costs
will be allocated among SRP and any Participating Entities agreeing to share those
costs to provide nonfederal funding to Reclamation and any appropriate
contractors to conduct the Bartlett Dam Modification Feasibility Study in the event
that Reclamation has/obtains authority to conduct this study.
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
5
b.
As part of the process to develop the Nonfederal Participating Entities Cost-Share
Agreement, SRP and any Participating Entities agreeing to share the nonfederal
costs will collaborate to determine the relative shares of the non-federal cost
contribution in support of the Bartlett Dam Modification Feasibility Study in the
event that Reclamation has/obtains authority to conduct this study as
recommended in the Draft Appraisal Report. The Parties understand that any
cost-share contribution under the Nonfederal Participating Entities Cost-Share
Agreement does not guarantee capacity in a future Modified Bartlett Dam in the
event such a facility is constructed.
c.
The Nonfederal Participating Entities Cost-Share Agreement will be among SRP
and any Participating Entities agreeing to share the nonfederal costs and will
require those Participating Entities to submit funds to SRP for SRP to remit such
funds to any necessary contractors or to Reclamation through the separate
Reclamation-SRP Cost-Share Agreement.
d.
As part of the Nonfederal Participating Entities Cost-Share Agreement, the Parties
will establish the Steering Committee chaired by SRP to provide timely and
effective feedback and guidance to support Reclamation and any necessary
contractors in achieving the milestones necessary to complete the Bartlett Dam
Modification Feasibility Study in the event that Reclamation has/obtains authority
to conduct this study and to facilitate coordination in communications with
elected officials and other relevant stakeholders.
6.
AUTHORIZED REPRESENTATIVES:
Within thirty (30) days after execution of this MOU, SRP and each Participating Entity shall
designate in writing to the other Parties an Authorized Representative and an Alternate
to administer this MOU on behalf of the designating party. Written notice of a change of
an Authorized Representative or Alternate shall be provided within thirty (30) days of
such change. The Alternate shall act only in the absence of the Authorized Representative.
Neither the Authorized Representatives nor the Alternates shall have authority to amend,
modify, or supplement this MOU. Agreements of the Authorized Representatives
pursuant to this MOU shall be in writing and signed by them.
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
6
7.
ADDITION AND WITHDRAWAL OF PARTICIPATING ENTITIES:
a.
Any Participating Entity may voluntarily withdraw from this MOU by providing
thirty (30) days written notice to the other Parties as provided in Paragraph 8.
b.
Additional Participating Entities may be added to this MOU by the Steering
Committee. Such additional Participating Entities may or may not (1) be parties
to the Nonfederal Participating Entities Cost-Share Agreement, or (2) participate
in the Steering Committee.
8.
ADDRESSES FOR COMMUNICATIONS:
a.
All notices and communications under this MOU shall be addressed to the
contacts set forth in Exhibit A. In the event Participating Entities are added to this
MOU by the Steering Committee as described in Subparagraph 7(b), the
Authorized Representatives shall update Exhibit A accordingly and distribute the
updated Exhibit A to all of the Parties.
b.
The Parties may change the addressee or address to which communications or
copies are to be sent by giving notice of such change of addressee.
[signatures on the following pages]
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
[PARTICIPATING ENTITY]
By: Cherlene Penilla (Aug 5, 2021 10:41 PDT)
Name: for Charles A. Montoya
Title:
City Manager
APPROVED AS TO FORM
Nicholle Harris
By:
Nicholle Harris (Aug 4, 2021 17:46 PDT)
Name: Nicholle Harris
Title:
City Attorney
ATTEST:
Linda Mendenhall
Linda Mendenhall (Aug 5, 2021 10:44 PDT)
CITY OF BUCKEYE, an Arizona municipal
Corporation,
By:
Name: Eric W. Orsborn
Title:
Mayor
ATTEST
Name: Lucinda J. Aja
Title:
City Clerk
APPROVED AS TO FORM:
Shiela B. Schmidt
Name: Shiela B. Schmidt
Title:
City Attorney
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
EPCOR USA, INC.
By:
Name: Joe Gysel
Title: President
APPROVED AS TO FORM
By:
Name: Dan Holwerda
Title: Associate General Counsel
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
City of Phoenix
By: Cynthia Campbell (Sep 16, 2021 18:20 CDT)
Name: Cynthia Campbell
Title: Water Resources Management Advisor
APPROVED AS TO FORM
By:
Name:
Title:
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study
TOWN OF QUEEN CREEK
By:
Name:
Title:
APPROVED AS TO FORM
By:
Name:
Title:
MBD – MOU – Exhibit A 1
MEMORANDUM OF UNDERSTANDING
TO SUPPORT THE BARTLETT DAM MODIFICATION FEASIBILITY STUDY
AMONG VARIOUS PARTICIPATING ENTITIES,
SALT RIVER VALLEY WATER USERS' ASSOCIATION,
AND
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT
Exhibit A
Parties Contact List
Table 1 – Parties
Arizona Water Company
City of Glendale
City of Apache Junction
City of Mesa
City of Avondale
City of Peoria
City of Buckeye
City of Phoenix
Buckeye Water Conservation
and Drainage District
Town of Queen Creek
Central Arizona Groundwater
Replenishment District
Roosevelt Water Conservation District
City of Chandler
Salt River Valley Water Users’ Association
City of El Mirage
Salt River Project Agricultural Improvement
and Power District
EPCOR, USA, Inc.
City of Surprise
Town of Gilbert
City of Tempe
City of Goodyear
Table 2 – Contacts
MBD – MOU – Exhibit A 2
Party
Contact
Arizona Water Company
Arizona Water Company
c/o President
3805 N. Black Canyon Highway
Phoenix, AZ 85015
Copy to:
Terri Sue Rossi, Water Resources Manager
Arizona Water Company
3805 N. Black Canyon Highway
Phoenix, AZ 85015
City of Apache Junction
City of Apache Junction
c/o Michael Loggins
300 E. Superstition Blvd.
Apache Junction, AZ 85119
Copy to:
Bryant Powell
300 E. Superstition Blvd.
Apache Junction, AZ 85119
City of Avondale
City of Buckeye
Alisha Solano, Water Resources Director
21749 W. Yuma Road, Suite 107
Buckeye, AZ 85326
Copy to:
Sheila B. Schmidt, City Attorney
Gust Rosenfeld
1 East Washington, Suite 1600
Phoenix, AZ 85004
sschmidt@gustlaw.com
Table 2 – Contacts
MBD – MOU – Exhibit A 3
Party
Contact
Buckeye Water Conservation and Drainage
District
Central Arizona Groundwater Replenishment
District
Theodore C. Cooke, General Manager
Central Arizona Water Conservation District
P.O. Box 43020
Phoenix, AZ 85080-3020
Copy to:
Chris Brooks, Senior Analyst
Laura Grignano, Manager
Central Arizona Groundwater Replenishment
District
P.O. Box 43020
Phoenix, AZ 85080-3020
City of Chandler
John Knudson, Director, Public Works & Utilities
City of Chandler
P.O. Box 4008, MS 403
Chandler, AZ 85244-4008
Copy to:
Kelly Schwab, City Attorney
City of Chandler
P.O. Box 4008, MS 602
Chandler, AZ 85244-4008
City of El Mirage
Table 2 – Contacts
MBD – MOU – Exhibit A 4
Party
Contact
EPCOR USA, Inc.
EPCOR USA, Inc
c/o Joe Gysel President
2355 W. Pinnacle Peak Road, Suite 300
Phoenix, AZ 85027
Copy to:
EPCOR USA, Inc
c/o General Counsel
2355 W. Pinnacle Peak Road, Suite 300
Phoenix, AZ 85027
Town of Gilbert
City of Goodyear
City of Glendale
City of Glendale
c/o City Clerk-Julie K. Bower
5850 W. Glendale Ave.
Glendale, AZ 85301
Copy to:
City of Glendale
Drew Swieczkowski
7070 W. Northern Ave.
Glendale, AZ 85303
Table 2 – Contacts
MBD – MOU – Exhibit A 5
Party
Contact
City of Mesa
City of Mesa
c/o City Manager's Office
P.O. Box 1466
Mesa, Arizona 85211-1466
Copy to:
Brian Draper
Water Resources Advisor City of Mesa
P.O. Box 1466
Mesa, Arizona 85211-1466
City of Peoria
City of Phoenix
Town of Queen Creek
John Kross
Paul Gardner
22358 S. Ellsworth Road
Queen Creek, AZ 85142
Roosevelt Water Conservation District
Table 2 – Contacts
MBD – MOU – Exhibit A 6
Party
Contact
Salt River Valley Water Users’ Association
And
Salt River Project Agricultural Improvement and
Power District
Salt River Project
c/o Corporate Secretary
P.O. Box 52025
Phoenix, AZ 85072-2205
Copy to:
Ronald J. Klawitter
Water System Projects Principal
Salt River Project
P.O. Box 52025
Phoenix, AZ 85072-2205
City of Scottsdale
City of Scottsdale – Scottsdale Water
c/o Executive Director
9312 N. 94th Street
Scottsdale, AZ 85258
Copy to:
City of Scottsdale – City Attorney
3939 N. Drinkwater Blvd.
Scottsdale, AZ 85251
City of Surprise
City of Tempe
EXHIBIT C – 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 C
MEMORANDUM OF UNDERSTANDING TO SUPPORT THE BARTLETT DAM MODIFICATION
FEASIBILITY STUDY AMONG THE FORT MCDOWELL YAVAPAI NATION AND SALT RIVER
PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study 1
MEMORANDUM OF UNDERSTANDING
TO SUPPORT THE BARTLETT DAM MODIFICATION FEASIBILITY STUDY
BETWEEN FORT MCDOWELL YAVAPAI NATION,
SALT RIVER VALLEY WATER USERS' ASSOCIATION,
AND
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT
October 12, 2021
1.
PARTIES:
This nonbinding memorandum of understanding (“MOU”) to support the Bartlett Dam
Modification Feasibility Study is entered into by the Fort McDowell Yavapai Nation
(“Nation”), the Salt River Valley Water Users' Association (“Association”), and the Salt
River Project Agricultural Improvement and Power District (“District”). The Association
and District are referred to collectively as “SRP.” SRP and the Nation are referred to
collectively as “Parties.”
2.
BACKGROUND AND PURPOSE:
a.
The United States Department of the Interior’s Bureau of Reclamation
(“Reclamation”), in partnership with SRP, conducted an appraisal level
investigation called the Verde Reservoirs Sediment Mitigation Study to evaluate
options to restore capacity lost in SRP’s Verde River reservoirs due to sediment
accumulation, which impacts critical water supplies for central Arizona.
b.
Reclamation issued a draft report entitled “Verde Reservoirs Sediment Mitigation
Study Appraisal Report” in May 2021 (“Draft Appraisal Report”), the Executive
Summary is attached to this MOU as Exhibit A, recommending that Reclamation:
i.
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
central Arizona to adapt water management to changing climate
conditions (“Bartlett Dam Modification Feasibility Study”);
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study 2
ii.
Address topics identified in the Verde Reservoirs Sediment Mitigation
Study during the feasibility study process; and
iii.
Develop cost-share agreements necessary to support the successful
completion of the Bartlett Dam Modification Feasibility Study.
c.
Reclamation is expected to release a final appraisal report by the end of calendar
year 2021. The Parties support Reclamation’s recommendations as identified in
Subparagraph 2(b) 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 the 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.
d.
The purpose of this MOU is to describe the cooperative efforts and roles and
responsibilities of the Parties related to supporting Reclamation in completing the
Bartlett Dam Modification Feasibility Study as recommended in the Draft
Appraisal Report. As described below, included in those cooperative efforts is the
formation and participation in a steering committee as described in Paragraph
5(d) (“Steering Committee”), and development of the following agreements: (1)
a cost-share agreement as described in Paragraph 5(a) (“Nonfederal Participating
Entities Cost-Share Agreement”), and (2) a cost-share agreement among SRP and
Reclamation as described in Paragraph 4(b)(i) (“SRP-Reclamation Cost-Share
Agreement”).
e.
SRP has executed, or will be executing, a similar nonbinding MOU to Support the
Bartlett Dam Modification Feasibility Study with some or all of the following
entities: Arizona Water Company, Buckeye Water Conservation and Drainage
District, Central Arizona Groundwater Replenishment District, City of Apache
Junction, City of Avondale, City of Buckeye, City of Chandler, Town of Gilbert, City
of El Mirage, City of Glendale, City of Goodyear, City of Mesa, City of Peoria, City
of Phoenix, City of Scottsdale, City of Surprise, City of Tempe, EPCOR, Roosevelt
Water Conservation District and Town of Queen Creek. The listed entities will be
referred to as (“Participating Entities”).
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study 3
3.
TERM AND TERMINATION:
a.
This MOU will become effective upon execution by the Parties and, unless
terminated under Subparagraph 3(b), will remain in effect until Reclamation
issues a final report for the Bartlett Dam Modification Feasibility Study.
b.
This MOU will terminate in the event that Reclamation issues a final Verde
Reservoirs Sediment Mitigation Study Appraisal Report that does not include a
recommendation to study the feasibility of Bartlett Dam modification alternatives.
c.
This MOU and the provisions of this MOU may only be modified upon mutual
written consent of the Parties.
4.
RESPONSIBILITIES:
a.
Mutual Responsibilities:
i.
The Nation will work cooperatively together with the Participating Entities
and SRP to develop the Nonfederal Participating Entities Cost-Share
Agreement although the Parties agree that the Nation will not be required
to contribute any funding towards the Bartlett Dam Modification
Feasibility Study.
ii.
The Nation will work cooperatively with the Participating Entities and SRP
to form and participate in the Steering Committee that is identified in
Subparagraph 5(d) and will be further described by the Nonfederal
Participating Entities Cost-Share Agreement.
iii.
The Parties will support and assist Reclamation to conduct the Bartlett
Dam Modification Feasibility Study in the event that Reclamation
has/obtains authority to conduct this study as identified in the
recommendations noted in Subparagraph 2(b). This support and
assistance is expected to include funding of the Bartlett Dam Modification
Feasibility Study by some or all of the Participating Entities, as will be
specified by the Nonfederal Participating Entities Cost-Share Agreement.
The Parties may provide data and information relevant to analyses that
may include but are not limited to assessments of hydrology and climate
change, demand for use of water supplies, environmental and cultural
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study 4
resources, economics, engineering, dam safety and flood control, and
recreation.
b.
SRP Responsibilities:
i.
SRP will work with Reclamation to develop the SRP-Reclamation Cost-
Share Agreement as a mechanism for SRP to pay the nonfederal cost-share
required for completing the Bartlett Dam Modification Feasibility Study in
the event that Reclamation has/obtains authority to conduct this study,
including the funds collected under the Nonfederal Participating Entities
Cost-Share Agreement, for completing the Bartlett Dam Modification
Feasibility Study.
ii.
SRP will communicate with the Nation on a regular basis on all substantive
decisions related to Reclamation developing a plan of study for the Bartlett
Dam Modification Feasibility Study while it finalizes the Draft Appraisal
Report.
iii.
SRP will serve as chair of the Steering Committee.
c.
The Nation’s Responsibilities:
i.
The Nation may provide relevant data, information, opinions, and analyses
related to the Bartlett Dam Modification Feasibility Study as reasonably
requested by SRP or Reclamation in the event that Reclamation
has/obtains authority to conduct the Bartlett Dam Modification Feasibility
Study.
ii.
The Nation will serve on the Steering Committee as appropriate to engage
in collaboration and coordination with SRP to support Reclamation’s
completion of the Bartlett Dam Modification Feasibility Study as will be
further defined in the Nonfederal Participating Entities Cost-Share
Agreement.
iii.
The Nation may coordinate and collaborate with SRP in efforts to
communicate information related to the Bartlett Dam Modification
Feasibility Study with elected officials and other relevant stakeholders on
the project.
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study 5
iv.
Nothing in this MOU prevents the Nation from consulting with
Reclamation on a formal or informal basis on any matter, including
regarding the Bartlett Dam Modification Feasibility Study.
5.
DEVELOPMENT OF THE NONFEDERAL PARTICIPATING ENTITIES COST-SHARE
AGREEMENT:
a.
The Nation will collaborate with the other Participating Entities and SRP to
develop the Nonfederal Participating Entities Cost-Share Agreement with a goal
of execution in Fall 2021. The Nonfederal Participating Entities Cost-Share
Agreement will describe how nonfederal costs will be allocated among SRP and
any entities agreeing to share those costs to provide nonfederal funding to
Reclamation and any appropriate contractors to conduct the Bartlett Dam
Modification Feasibility Study in the event that Reclamation has/obtains authority
to conduct this study.
b.
As part of the process to develop the Nonfederal Participating Entities Cost-Share
Agreement, SRP and any entities agreeing to share the nonfederal costs will
collaborate to determine the relative shares of the non-federal cost contribution
in support of the Bartlett Dam Modification Feasibility Study in the event that
Reclamation has/obtains authority to conduct this study as recommended in the
Draft Appraisal Report. The Parties understand that any cost-share contribution
under the Nonfederal Participating Entities Cost-Share Agreement does not
guarantee capacity in a future Modified Bartlett Dam in the event such a facility is
constructed.
c.
The Nation recognizes that the Nonfederal Participating Entities Cost-Share
Agreement will be among SRP and any entity agreeing to share the nonfederal
costs and will require those entities to submit funds to SRP for SRP to remit such
funds to any necessary contractors or to Reclamation through the separate
Reclamation-SRP Cost-Share Agreement.
d.
As part of the Nonfederal Participating Entities Cost-Share Agreement, the
Participating Entities and the Parties will establish the Steering Committee chaired
by SRP to provide timely and effective feedback and guidance to support
Reclamation and any necessary contractors in achieving the milestones necessary
to complete the Bartlett Dam Modification Feasibility Study in the event that
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study 6
Reclamation has/obtains authority to conduct this study and to facilitate
coordination in communications with elected officials and other relevant
stakeholders.
e.
The Nation reserves the right to consult with Reclamation regarding cost-sharing
for the Bartlett Dam Modification Feasibility Study.
6.
AUTHORIZED REPRESENTATIVES
Within thirty (30) days after execution of this MOU, SRP and the Nation shall designate in writing
an Authorized Representative and an Alternate to administer this MOU on behalf of the
designating party. Written notice of a change of an Authorized Representative or Alternate shall
be provided within thirty (30) days of such change. The Alternate shall act only in the absence of
the Authorized Representative. Neither the Authorized Representatives nor the Alternates shall
have authority to amend, modify, or supplement this MOU. Agreements of the Authorized
Representatives pursuant to this MOU shall be in writing and signed by them.
7.
ADDITION AND WITHDRAWAL OF PARTICIPATING ENTITIES:
a.
SRP or the Nation may voluntarily withdraw from this MOU by providing thirty (30)
days written notice to the other Party as provided in Paragraph 8.
8.
ADDRESSES FOR COMMUNICATIONS:
a.
All notices and communications under this MOU shall be addressed to the
following addresses:
If to SRP:
Salt River Project
c/o Corporate Secretary
P.O. Box 52025
Phoenix, AZ 85072-2205
with a copy to:
Ronald J. Klawitter
Water System Projects Principal
Memorandum of Understanding for Bartlett Dam Modification Feasibility Study 7
Salt River Project
P.O. Box 52025
Phoenix, AZ 85072-2205
If to Fort McDowell Yavapai Nation:
Fort McDowell Yavapai nation
c/o Office of the President
PO Box 17779
Fountain Hills, AZ 85269
with a copy to:
Fort McDowell Yavapai Nation
Office of General Counsel
PO Box 17779
Fountain Hills, AZ 85269
b.
The Parties may change the addressee or address to which communications or
copies are to be sent by giving notice of such change of addressee.
[signatures on the following pages]
EXHIBIT D – 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 D
ANNUAL CONTRIBUTION LEVELS*
Party
Annual
Contribution to
Nonfederal Cost-
Share
2022
Annual
Contribution to
Nonfederal
Cost-Share
2023
Annual
Contribution to
Nonfederal
Cost-Share
2024
Annual
Contribution to
Nonfederal
Cost-Share
2025
Arizona Water Company
$100,000.00
$100,000.00
$100,000.00
$100,000.00
Water Utility Community
Facilities District (Apache
Junction Water District)
$100,000.00
$100,000.00
$100,000.00
$100,000.00
City of Avondale
$30,000.00
$30,000.00
$30,000.00
$30,000.00
City of Buckeye
$100,000.00
$100,000.00
$100,000.00
$100,000.00
Buckeye Water Conservation
and Drainage District**
Central Arizona Groundwater
Replenishment District
$100,000.00
$100,000.00
$100,000.00
$100,000.00
City of Chandler
$100,000.00
$100,000.00
$100,000.00
$100,000.00
City of El Mirage
$30,000.00
$30,000.00
$30,000.00
$30,000.00
EPCOR USA, Inc.
$100,000.00
$100,000.00
$100,000.00
$100,000.00
Fort McDowell Yavapai
Nation**
Town of Gilbert
$30,000.00
$30,000.00
$30,000.00
$30,000.00
City of Glendale
$100,000.00
$100,000.00
$100,000.00
$100,000.00
City of Goodyear
$100,000.00
$100,000.00
$100,000.00
$100,000.00
City of Mesa
$100,000.00
$100,000.00
$100,000.00
$100,000.00
City of Peoria
$100,000.00
$100,000.00
$100,000.00
$100,000.00
City of Phoenix
$150,000.00
$150,000.00
$150,000.00
$150,000.00
Town of Queen Creek
$100,000.00
$100,000.00
$100,000.00
$100,000.00
City of Scottsdale
$100,000.00
$100,000.00
$100,000.00
$100,000.00
SRP
$250,000.00
$250,000.00
$250,000.00
$250,000.00
City of Surprise
$100,000.00
$100,000.00
$100,000.00
$100,000.00
City of Tempe
$100,000.00
$100,000.00
$100,000.00
$100,000.00
* 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.
** These Parties are Voting Members of the Steering Committee irrespective of their Annual Contribution Levels.
EXHIBIT E – 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 E
POTENTIAL CRITERIA FOR ASSESSING NEED FOR WATER
The parties (“Parties”) to the Agreement to Share Costs Associated with the Feasibility Study of Bartlett Dam
Modification Alternatives Among Cost‐Share Partners and Salt River Project Agricultural Improvement and Power
District (“Agreement”) will work together to develop criteria for evaluating the need of interested parties in gaining
access to new conservation storage capacity and associated water supplies made possible by construction of a
modified Bartlett Dam. The steering committee established by the Agreement (“Steering Committee”) will develop
the evaluation criteria that will be used to determine a beneficiary’s extent and urgency of need. The following
provides examples of the type of information and criteria that the Steering Committee may consider when
developing the criteria.
The Steering Committee may consider criteria similar to the following to evaluate if a beneficiary should be
recommended for gaining access to water supplies provided by any new conservation storage space added on the
Verde River as a result of potential modifications to Bartlett Dam:
•
Whether a reduction in non‐renewable groundwater use would result from access to the supplies
•
Whether access to the supplies would result in increase in the physical availability of water in areas
without current access to renewable water supplies
•
Whether a beneficiary interested in gaining access to supplies is able to demonstrate or outline a
plan (with reasonable investment, agreement, or exchange) to directly use, store and recover, or
replenish groundwater with the supplies in a manner consistent with water management goals of
the AMA in which the beneficiary operates and existing law
•
Whether access to water supplies made possible aids in meeting demands of existing water
providers on an identified time horizon to‐be determined by the Steering Committee
•
Whether access to water supplies aids in mitigating effects of shortages from other supplies in
causing service disruptions to existing customers
•
Whether access to water supplies would help resolve an immediate, short term or long‐term need.
Information that may be Considered to Evaluate Participant’s Need:
Applicable ADWR approved Designations of Assured Water Supply, ADWR approved groundwater modeling
in support of a Physical Availability Determination, and ADWR approved Certificates of Assured Water
Supply
Annual Water Withdrawal and Use Reports
Community Water System Annual Reports
System Water Plans/Water, Wastewater, Water Resource Master Plans modeled and completed by each
MOU Partner within identified time horizon during the feasibility study process to‐be determined by
Steering Committee
Other data and information as identified by the Steering Committee
EXHIBIT F - MBD Feasibility Cost-Share Agreement
1
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 F
CONTACT LIST
Party
Contact
Arizona Water Company
Arizona Water Company
c/o President
3805 N. Black Canyon Highway
Phoenix, AZ 85015
Copy to:
Terri Sue Rossi, Water Resources Manager
Arizona Water Company
3805 N. Black Canyon Highway
Phoenix, AZ 85015
Water Utility Community Facilities District
(Apache Junction Water District)
Water Utility Community Facilities District (dba)
Apache Junction Water District
c/o Michael Loggins
300 E. Superstition Blvd.
Apache Junction, AZ 85119
Copy to:
Bryant Powell
300 E. Superstition Blvd.
Apache Junction, AZ 85119
EXHIBIT F - MBD Feasibility Cost-Share Agreement
2
Party
Contact
City of Avondale
City of Avondale
Charles A. Montoya
City Manager
11465 W Civic Center Drive
Avondale, Arizona 85323
Copy to:
Nicholle Harris
City Attorney
City of Avondale
11465 W. Civic Center Drive
Avondale, Arizona 85323
City of Buckeye
Alisha Solano, Water Resources Director
21749 W. Yuma Road, Suite 107
Buckeye, AZ 85326
Copy to:
Sheila B. Schmidt, City Attorney
Gust Rosenfeld
1 East Washington, Suite 1600
Phoenix, AZ 85004
sschmidt@gustlaw.com
Buckeye Water Conservation and Drainage
District
Noel Carter, General Manager
Buckeye Water Conservation & Drainage District
P.O. Box 1726
Buckeye, AZ 85326
Copy to:
Michael J. Pearce, District Attorney
Gammage & Burnham
40 N. Central Ave, 20th Floor
Phoenix, AZ 85004
EXHIBIT F - MBD Feasibility Cost-Share Agreement
3
Party
Contact
Central Arizona Groundwater Replenishment
District
Theodore C. Cooke, General Manager
Central Arizona Water Conservation District
P.O. Box 43020
Phoenix, AZ 85080-3020
Copy to:
Chris Brooks, Senior Analyst
Laura Grignano, Manager
Central Arizona Groundwater Replenishment
District
P.O. Box 43020
Phoenix, AZ 85080-3020
City of Chandler
John Knudson, Director, Public Works & Utilities
City of Chandler
P.O. Box 4008, MS 403
Chandler, AZ 85244-4008
Copy to:
Kelly Schwab, City Attorney
City of Chandler
P.O. Box 4008, MS 602
Chandler, AZ 85244-4008
City of El Mirage
J. Crystal Dyches, City Manager
City of El Mirage
10000 N. El Mirage Road
El Mirage, AZ 85335
Copy to:
Justin Pierce, City Attorney
City of El Mirage
10000 N. El Mirage Road
El Mirage, AZ 85335
EXHIBIT F - MBD Feasibility Cost-Share Agreement
4
Party
Contact
EPCOR USA, Inc.
EPCOR USA, Inc
c/o Joe Gysel, President
2355 W. Pinnacle Peak Road, Suite 300
Phoenix, AZ 85027
Copy to:
EPCOR USA, Inc
c/o General Counsel
2355 W. Pinnacle Peak Road, Suite 300
Phoenix, AZ 85027
Fort McDowell Yavapai Nation
Fort McDowell Yavapai Nation
Bernadine Burnette, President
PO Box 17779
Fountain Hills, AZ 85269
Copy to:
Fort McDowell Yavapai Nation
Gerry Walker, Water Resources Administrator
PO Box 17779
Fountain Hills, AZ 85269
Town of Gilbert
Town of Gilbert
c/o Town Manager
50 E. Civic Center Drive
Gilbert, AZ 85296
Copy to:
Town of Gilbert
Lauren Hixson
50 E. Civic Center Drive
Gilbert, AZ 85296
EXHIBIT F - MBD Feasibility Cost-Share Agreement
5
Party
Contact
City of Goodyear
Javier Setovich, Public Works Director
4980 S 157th Ave/PO Box 5100
Goodyear, AZ 85338
Copy to:
Gretchen Erwin, Water Resources &
Sustainability Manager
Heather Saunders, Support Services Manager
Public Works
Barbara Chappell, Deputy Public Works Director
Gretchen Erwin, Water Resources &
Sustainability Manager
4980 S 157th Ave/PO Box 5100
Goodyear, AZ 85338
City of Glendale
City of Glendale
c/o City Clerk-Julie K. Bower
5850 W. Glendale Ave.
Glendale, AZ 85301
Copy to:
City of Glendale
Drew Swieczkowski
7070 W. Northern Ave.
Glendale, AZ 85303
City of Mesa
City of Mesa
c/o City Manager's Office
P.O. Box 1466
Mesa, Arizona 85211-1466
Copy to:
Brian Draper
Water Resources Advisor City of Mesa
P.O. Box 1466
Mesa, Arizona 85211-1466
EXHIBIT F - MBD Feasibility Cost-Share Agreement
6
Party
Contact
City of Peoria
City of Peoria
c/o City Attorney’s Office
P.O. Box 4038
Peoria, AZ 85380-4038
Copy to:
City of Peoria
c/o Water Services Director
8401 W Monroe St
Peoria, AZ 85345-6560
City of Phoenix
City of Phoenix Water Services Department
200 West Washington, 9th Floor
Phoenix, AZ 85003
Attn: Water Services Director
Copy to:
City of Phoenix Law Department
200 West Washington, 13th Floor
Phoenix, AZ 85003
Attn: City Attorney
Town of Queen Creek
John Kross
Paul Gardner
22358 S. Ellsworth Road
Queen Creek, AZ 85142
Salt River Project Agricultural Improvement
and Power District
Salt River Project
c/o Corporate Secretary
P.O. Box 52025
Phoenix, AZ 85072-2025
Copy to:
Ronald J. Klawitter
Water System Projects Principal
Salt River Project
P.O. Box 52025
Phoenix, AZ 85072-2025
EXHIBIT F - MBD Feasibility Cost-Share Agreement
7
Party
Contact
City of Scottsdale
City of Scottsdale – Scottsdale Water
c/o Executive Director
9312 N. 94th Street
Scottsdale, AZ 85258
Copy to:
City of Scottsdale – City Attorney
3939 N. Drinkwater Blvd.
Scottsdale, AZ 85251
City of Surprise
City of Surprise -Water Resource Management
Attn: Lee Lambert, Director
16000 North Civic Center Plaza
Surprise, AZ 85374
City of Tempe
City of Tempe – Municipal Utilities Department
c/o Water Resources Manager
P.O. Box 5002
Tempe, AZ 85280
Copy to:
City of Tempe – City Attorney’s Office
21 E. Sixth Street, Suite 201
Tempe, AZ 85281