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INTERGOVERNMENTAL AGREEMENT FOR WASTE COLLECTION AND TRANSPORTATION MUTUAL AID This Intergovernmental Agreement for Waste Collection and Transportation Mutual Aid (this “Agreement”) is entered into by and amongst the participating Arizona cities, towns, and the tribal nation listed in Appendix-A to this Agreement, and as later added pursuant to Section 3.2 below (collectively, the “Participating Entities). The Participating Entities may also be referred to herein collectively as “Parties” and individually as a “Party.” 1. Definitions Aiding Party means the Party supplying Resources to a Requesting Party. Authorized Designee means a Party's employee that is authorized to request aid or supply aid under this Agreement. Backfill Costs means the compensation of the Aiding Party's replacement personnel who perform the regular duties of other personnel who are deployed to supply aid to a Requesting Party under this Agreement. Costs mean the actual expenditures of funds by a Party supplying aid, including Backfill Costs and Indirect Costs. Equipment means mechanical equipment and vehicles including but not limited to automated side loaders, bin/barrel delivery vehicles, front loaders, rear loaders, backhoes, front- end load tractors, pick-up trucks, mobile equipment, trailers, and dump trucks. Indirect Costs means ten percent (10%) of the total expenditure of funds by the Aiding Party. Inventory means non-mechanical equipment and containers including but not limited to large-volume containers, bins, and roll-off containers Managing Entity means the City of Avondale, which shall have responsibility for obtaining signatures and renewals of the Agreement Minor Damage means scratches, scrapes, or dings to Equipment and Inventory. Moderate Damage means large dents or other damage requiring significant repairs before the Equipment and Inventory can be used again for its intended purpose. Requesting Party means the Party requesting aid in the form of Resources from other Parties to this Agreement. Resources means Equipment, Inventory, Supplies and Staff. Severe Damage means damage requiring either outright replacement or major reconstruction of the Equipment and Inventory before it can be used again for its intended purpose. Staff means the employees of the Aiding Party who are qualified, based on training and experience, and licensed as may be required by State Law and the Federal Motor Carrier Regulations, to operate the Equipment supplied. Supplies means items necessary for operations and maintenance by a provider of solid waste services other than Equipment and Inventory, including but not limited to shovels, brooms, cones, etc. 2. Recitals 2.1 The Parties desire to enter into this Agreement pursuant to Ariz. Rev. Stat. §§ 11- 951, et seq. and the authorization of their respective legislative or other governing bodies, and for those Parties that are charter cities in accordance with their respective charter. 2.2 The scope of this Agreement is to (i) provide procedures for the Parties to request and supply Resources for waste collection and transportation aid or other assistance for emergencies (i.e. storm response clean ups, etc.) to one another; and (ii) provide the process for compensating an Aiding Party for supplying Resources to a Requesting Party. 3. Term of Agreement, Adding or Removing Parties, and Extensions 3.1 Term. This Agreement shall be in effect from the Effective Date, which is defined as July 1, 2026, through June 30, 2031 (the “Term”), and if applicable, the date of any extension as set forth in this Section 3. 3.2 Adding or Removing a Party. Any Party may terminate its participation in the Agreement with thirty (30) days’ notice by indicating its intent to terminate in writing and submitting the written notification to the other Parties. A new party may join this Agreement by requesting the Managing Entity obtain the consent of the Parties. Upon such consent of the Participating Entities, a new party may join by its governing body approving an unmodified copy of this Agreement at any time during the Term or an extension. A new Party shall, within ten (10) days of approval by its governing body, provide the other Parties with an executed signature sheet. Upon such approval, the Managing Entity is authorized to incorporate a revised Participating Entities list at Appendix A, adding the name of the new party. 3.3 Term Extension. The Parties may agree to extend the Term of this Agreement for one (1) additional term of five (5) years (the “Extension”). Not later than March 1, 2031 (the “Notice Period”), each Party shall notify the Managing Entity of its desire to extend the Agreement for an additional five (5) years. The Parties that indicate a desire to extend the Term shall be the Parties to this Agreement after June 30, 2031. Parties that do not indicate a desire to extend by the Notice Period will be deemed to have elected to terminate their participation in this Agreement. Upon completion of the Notice Period, the Managing Entity shall create a new Participating Entities list at Appendix A for the Extension. Subsequent extensions of the Term shall require an 2 amendment to this Agreement pursuant to Section 11 below. 4. Procedure for Requesting and Supplying Aid 4.1 Requesting Aid. A Requesting Party that needs aid or assistance in excess of or to supplement its own Resources to respond to an emergency may request aid from any Party to this Agreement. Requests for aid shall identify (i) the basis or need for Resources, (ii) the Resources needed, and (iii) the estimated period of time during which such mutual aid shall be required. A Party’s Authorized Designee shall be the contact person when a Requesting Party requires mutual aid. 4.2 Responding to Request for Aid. After a Party receives a request for aid or assistance, the Party’s Authorized Designee will promptly evaluate whether it is able to supply the Requesting Party with Resources. After evaluating the request, the Authorized Designee shall promptly inform the Requesting Party of its decision to supply or not supply the Resources requested. If the Authorized Designee fails to respond to the Requesting Party within forty-eight (48) hours, the request for aid or assistance will be deemed denied. 4.3 Supplying Aid. To the extent the Aiding Party is able to supply the Requesting Party with Resources, the Authorized Designee will promptly inform the Requesting Party of: (i) the type and quantity of Resources it can supply; (ii) the approximate arrival time of those Resources; (iii) any special requirements the Requesting Party will need to utilize the Resources; and (iv) any variations from the reimbursement provisions of this Agreement for said Resources. 4.4 Discretion of the Party. In all instances, the Aiding Party shall render such mutual aid as it is able, taking into consideration the Aiding Party’s commitments and operational obligations within its own jurisdiction. The Aiding Party shall be the sole judge of what mutual aid it is able to furnish to the Requesting Party. 4.5 Withdrawing Aid. The Aiding Party’s Authorized Designee may, at any time, withdraw some or all of its Resources from the Requesting Party by providing twenty-four (24) hours’ notice to the Requesting Party's Authorized Designee before withdrawing the Resources. 5. Obligations of the Participating Entities 5.1 Each Party shall have its Solid Waste Department Director (or equivalent), or his/her designee, serve on an informal committee comprised of such representatives of the Parties to this Agreement. The committee shall: (i) Meet at least annually to exchange the information required under Subsection 5.2; and (ii) Discuss any changes that may be needed for this Agreement; and (iii) Identify an Authorized Designee, or the Authorized Designee’s delegate from each Party, including 24-hour contact information, and maintain relatively current 3 Resource information made available by the Party for mutual aid response; (iv) Undertake all other responsibilities set forth in this Agreement; and (v) Conduct other actions as necessary to implement this Agreement. 5.2. Available Resources. To expedite the ability to obtain the required insurance, within sixty (60) days of the Effective Date, and at least annually thereafter, each Party shall send to the other Parties’ designated committee members a list of its available Inventory and Equipment that may be made available by the Parties in implementing this Agreement. The list shall include the following information: (i) Vehicle Identification Number (VIN); and (ii) Make/model; and (iii) Estimated value of the Equipment; and (iv) Registered owner of the Equipment; and (v) Any special license or certification required to operate the Equipment; and (vi) Size of the trailer, if any, necessary to transport the Equipment. 5.3 Damage to Resources. The Requesting Party agrees that it will be responsible for any Minor Damage, Moderate Damage, or Severe Damage, including theft of Resources or fire damage, as well as any regular maintenance required to said Equipment and Inventory while in its care. A joint inspection will be conducted by the Requesting Party and Aiding Party at the time of pickup and drop-off of the Equipment and Inventory. (i) Any repairs for Minor Damage or Moderate Damage shall be approved by the Aiding Party prior to the start of the repair of the Equipment and Inventory. (ii) Equipment and Inventory with Severe Damage must be returned to the Aiding Party for reconstruction or replacement, at the Requesting Party's cost. (iii) Report to Aiding Party any damages or repairs within 24 hours. 5.4 Use of Equipment. Subject to Subsection 5.4(ii) below, the Parties agree that only the Requesting Party’s employees or the Aiding Party’s employees are permitted to operate the Equipment supplied by an Aiding Party. No third parties are permitted to operate the Equipment. (i) Regardless of whether the Equipment will be operated by employees of the Requesting Party or Aiding Party, the Parties agree that the employee operating the Equipment will be qualified, based on training and experience, and licensed as may be required by State Law and the Federal Motor Carrier Regulations, to operate said Equipment. 4 (ii) Each Party shall inform the other Party if only that Party’s employees may operate Equipment supplied by said Party. 5.5 No Duty to Assist. Execution of and participating in this Agreement does not create a duty for any Party to provide aid or assistance to another. When a Party receives a request for assistance, the Authorized Designee will have absolute discretion to determine (i) whether Resources are available, and (ii) whether to aid the Requesting Party. An Authorized Designee's decisions on the availability of Resources and whether to provide the requested assistance will be final and not subject to legal challenge. 6. Reimbursement Procedures 6.1 Notice to Request Reimbursement. The Aiding Party must inform the Requesting Party of its intention to be reimbursed for its Costs before supplying Resources to the Requesting Party. Failure to do so shall prevent the Aiding Party from requesting reimbursement of its Costs from the Requesting Party for the time period beginning when the Resources are provided and ending on the actual date of notice of intent to be reimbursed. Notwithstanding the preceding herein, there is a presumption of Cost reimbursement for (i) any Equipment provided for in excess of five (5) business days; and (ii) Inventory or Supplies that are consumed through use by the Requesting Party, unless otherwise agreed between the Requesting Party and the Aiding Party in writing. 6.2 Timely Notification. If the Aiding Party timely informs the Requesting Party of its intention to be reimbursed for its Costs for the supplied Resources, the Requesting Party shall reimburse the Aiding Party for all Costs when any mutual aid requested is supplied. (i) The Requesting Party shall reimburse the Aiding Party after receipt of an itemized invoice and documentation of all allowable costs of labor, equipment, and materials. The Parties will use equipment rates based on the Federal Emergency Management Agency's (FEMA) Schedule of Equipment Rates unless otherwise agreed in advance in writing. (ii) In the event the Resources to be supplied are not included in the schedule of FEMA equipment rates, the Aiding Party must provide such rates for those particular Resources in writing to the Requesting Party and the Parties must mutually agree, in writing, to those rates prior to the Resources being supplied. 6.3 Reimbursements for Damage. While Resources are in the care, custody, and control of the Requesting Party, the Requesting Party shall be responsible for any physical damage or loss to the Resources as set forth in Subsection 5.3 above, normal wear and tear excepted. The Requesting Party shall be solely responsible for all safety inspections of any Resources during the period of use. 6.4 Expendable or Non-Returnable Reimbursements. Notwithstanding any other provision of this Agreement, the Requesting Party must reimburse the Aiding Party in kind or at actual replacement cost, plus handling charges, for use of expendable or non-returnable Supplies. The Aiding Party will not charge direct fees or rental charges to the Requesting Party for other Supplies and reusable items that are returned to the Aiding Party in a clean, damage-free condition. The Aiding Party and the Requesting Party will treat reusable Supplies that are returned to the Aiding 5 Party with damage as expendable Supplies for purposes of Costs reimbursement. 6.5 Receipt of Invoices and Payments. The Aiding Party must provide an itemized invoice to the Requesting Party for all Costs and expenses it incurred as a result of providing assistance under this Agreement. The Aiding Party will submit the itemized invoice to the Requesting Party no later than ninety (90) days following the end of the period of assistance. The Requesting Party will pay the full amount due no later than forty-five (45) days following the invoice date. Any amount that the Requesting Party leaves unpaid after forty-five (45) days will accrue interest at the statutory annual interest rate of ten 10% pursuant to Ariz. Rev. Stat. § 44-1201. 6.6 Disposal Site Billing. Both the Requesting Party and the Aiding Party must provide notice to all potential disposal sites that the Equipment is being used by the Requesting Party to ensure proper billing. 7. Indemnification Each Party (as “Indemnitor”) agrees to indemnify, defend and hold harmless the other Party (as “Indemnitee”) from and against any and all claims, losses, liability, costs or expenses (including reasonable attorney’s fees) (hereinafter collectively referred to as “claims”) arising out of bodily injury of any person (including death) or property damage, but only to the extent that such claims result in vicarious or derivative liability to the Indemnitee, and are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees or volunteers. This indemnification shall survive termination of this Agreement or the termination of the participation of any Party. 8. Worker’s Compensation Claims Each Party will be responsible for any injuries which may occur to its own Staff during the course of rendering mutual assistance pursuant to this Agreement. In accordance with Ariz. Rev. Stat. § 23-1022, each Party will be deemed the primary employer and will have sole responsibility for the payment of workers’ compensation benefits to its respective Staff. Each Party will comply with the notice provisions of Ariz. Rev. Stat. § 23-1022(E). A PARTY MAY SELF INSURE FOR WORKER’S COMPENSATION. 9. Notice of Claim or Suit A Party who becomes aware of a claim or suit that in any way, directly or indirectly, contingently or otherwise, affects or might affect other Parties of this Agreement will provide prompt and timely notice to the Parties who may be affected by the suit or claim. Each Party reserves the right to participate in the defense of such claims or suits as necessary to protect its own interests. 10. Insurance Each Party will bear the risk of its own actions, as it does with its operations, and determine for itself what kinds of insurance, (including self-insurance), and in what amounts, it should carry. 6 Nothing herein will act or be construed as a waiver of any sovereign immunity or other exemption or limitation on liability that a Party may enjoy. 11. Amendment This Agreement may be modified only by a written amendment approved by the governing body of each Party. 12. Dispute Resolution 12.1. The Parties agree that, notwithstanding the existence of a dispute between or amongst the Parties, insofar as is possible under the terms of this Agreement, each Party shall continue to perform the obligations that are required of it and that are not related to the dispute. 12.2. This Agreement shall not be construed or interpreted to prohibit a Party from seeking injunctive relief for the preservation of property. 12.3. In the event of a dispute, the Parties agree to use arbitration to the extent required under Ariz. Rev. Stat. § 12-133 and Ariz. Rev. Stat. § 12-1518, except as detailed below in Subsection 12.4. 12.4. Salt River Pima-Maricopa Indian Community Disputes. Disputes arising out of this Agreement between the Salt River Pima-Maricopa Indian Community (“SRPMIC”) and any other Party shall exclusively be addressed as set forth in this Subsection 12.4. SRPMIC and the applicable Party agree to try and resolve any dispute arising out of this Agreement first by informal meetings. If informal meetings fail to resolve the dispute, the Parties agree to try and resolve the dispute through mediation. If mediation is unsuccessful, then the Parties agree that they shall resolve the dispute through arbitration in accordance with the then current Rules of Commercial Arbitration of the American Arbitration Association or any successor organization. In the event of a conflict between this Agreement and the AAA Rules, this Agreement shall govern. (i) Mediation. The Party desiring to initiate the mediation process shall give written notice to that effect to the other Party and in such written notice, include a brief statement of its claims. Within 10 days of the notice of intent to mediate, SRPMIC and the applicable Party shall meet for the purpose of attempting to jointly select a mediator to serve in the matter. The mediation proceeding shall be held within 60 days of the appointment of the mediator. The applicable Parties shall bear the cost of such mediation equally between them. (ii) Arbitration. In the event of failure of mediation, the applicable Parties shall proceed to arbitration, except that if the parties are unable to jointly agree on an arbitrator, then each party shall select a representative generally recognized for ability in mediation/arbitration in the State of Arizona, and the representatives select a third such person to serve as arbitrator. The arbitration proceeding shall be held within 60 days of the 7 selection of the arbitrator. The arbitrator shall render his or her decision within 30 days after the conclusion of the arbitration proceeding. Any arbitration conducted pursuant to this Subsection 12.4 shall be final and binding upon the applicable Parties. The prevailing Party in such arbitration shall be entitled to file the decision and award with the United States District Court in Phoenix, or if the United States District Court lacks jurisdiction, then in the Maricopa County Superior Court, and have judgment rendered thereon in accordance with applicable law. The prevailing Party shall be entitled to all costs incurred in connection with the arbitration proceeding, including its reasonable attorneys' fees, the arbitrator's fees, witness fees and other costs as determined by the arbitrator. (iii) General Considerations. The time periods prescribed in this Subsection 12.4 may be shortened or extended by mutual written agreement. All provisions of this Agreement not in dispute shall be observed and performed without interruption during the pendency of the procedures specified in this Subsection 12.4. SRPMIC does not waive, limit or modify its sovereign immunity from unconsented suit, except as specifically provided in this Subsection 12.4. SRPMIC hereby grants a limited waiver of sovereign immunity for the sole purpose of authorizing an arbitration proceeding as described above and to bring a judicial action in the United States District Court in Phoenix or, if the United States District Court lacks jurisdiction, in the Superior Court of Maricopa County, Arizona, for the enforcement of an arbitration decision (or failure to submit to arbitration, if applicable) authorized under and related to this Agreement. This limited waiver of sovereign immunity does not consent to or authorize a judicial action for damages against SRPMIC other than the enforcement of arbitration decisions (which includes specific performance of the provisions of an arbitration decision). 13. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona applicable to contracts executed and intended to be performed entirely within the State of Arizona by residents of the State of Arizona. Any action at law, suit in equity or judicial proceeding for the enforcement of this Agreement or any provision therefore shall be instituted only in the courts. of Maricopa County, Arizona. 14. Severability If any provision of this Agreement is declared void or unenforceable by a court of competent jurisdiction, the provision shall be severed from this Agreement, which shall otherwise remain in full force and effect if the remaining provisions permit the Parties to obtain the practical benefits of this Agreement. If any law or court of competent jurisdiction prohibits or excuses any Party from undertaking any contractual commitment to perform any act under this Agreement, this Agreement shall remain in full force and effect, but the provisions requiring such action shall be deemed to permit the Party to take such action at its discretion, if such a construction is permitted by law. In accordance with the provisions of Ariz. Rev. Stat. § 41-194.01, should the Attorney General give notice to any Party that any provision of this Agreement violates state law or the Arizona Constitution, or that it may violate a state law or the Arizona Constitution, and the Attorney General 8 submits the offending provision to the Arizona Supreme Court, the offending provision(s) shall be immediately severed and struck from this Agreement and the Parties shall, within ten (10) days after such notice, negotiate in good faith to resolve any issues related to the severed provision(s). If the Parties are unable to negotiate a resolution to any issues related to the severed provision(s), the Parties may terminate this Agreement in accordance with the provisions hereof. 15. Headings Section headings are inserted in this Agreement solely for convenience and the section headings shall not by themselves alter, modify, limit, expand or otherwise affect the meaning of any provision of this Agreement. 16. Compliance with federal immigration laws To the extent applicable under Ariz. Rev. Stat. § 41-4401, the Parties warrant compliance with all federal immigration laws and regulations that relate to their employees and compliance with the E-Verify requirements under Ariz. Rev. Stat. § 23-214(A). Failure by any Party to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement. To the extent authorized· under Ariz. Rev. Stat. § 44-4401, each Party shall have the right to inspect the papers of each of the others, their subcontractors, or any employee of either who performs work hereunder for the purpose of ensuring that the other party or subcontractor is in compliance with the warranty set forth in this provision. 17. Non-Appropriation Notwithstanding any other provision in this Agreement, any Party may withdraw from this Agreement if for any reason the Party's governing body does not appropriate sufficient monies for the purposes of this Agreement. In such event, a withdrawing Party will have no further obligation to the other Parties other than for payment for services rendered prior to withdrawal. 18. Compliance with Laws Each Party will comply with all federal, state and local laws, rules regulations, standard and Executive Orders, without limitation to those designated within this Agreement. The laws and regulations of the State of Arizona will govern the rights of the Parties, the performance of the Agreement and any disputes hereunder. Any changes in the governing laws, rules and regulations during the terms of this Agreement will apply but do not require an amendment of this Agreement. 19. Jurisdiction Nothing in this Agreement will be construed as otherwise limiting or extending the legal jurisdiction of any Party. Nothing in this Agreement is intended to confer any rights or remedies to any person or entity that is not a Party under this Agreement and no third parties are deemed to be beneficiaries of this Agreement. 9 20. Conflict of Interest This Agreement is subject to cancellation for conflict of interest pursuant to A.R.S. 38-511, the pertinent provisions of which are incorporated herein by reference. 21. Counterparts This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 22. Israel Each Party certifies that it is not currently engaged in and agrees for the duration of this Agreement that it will not engage in a "boycott," as that term is defined in A.R.S.§ 35-393, of Israel. 23. Forced Labor Each party certifies that it is not currently engaged in, and agrees for the duration of this agreement that it does not use the forced labor of ethnic Uyghurs in the People's Republic of China; any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. [APPENDIX A AND SIGNATURES ON FOLLOWING PAGES] 10 Appendix A List of Participating Entities 1. City of Avondale 2. City of Glendale 3. Town of Gilbert 4. City of Mesa 5. City of Peoria 6. City of Phoenix 7. Town of Queen Creek 8. Salt River Pima-Maricopa Indian Community 9. City of Scottsdale 10. City of Surprise 11. City of Tempe 11 CITY OF AVONDALE, a municipal corporation: Ron Corbin, City Manager Date: ATTEST: ______________________________ Marcella Sarmiento, City Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the City of Avondale. ______________________________ Nicholle Harris, City Attorney 12 CITY OF GLENDALE, a municipal corporation: By: Title: Date: ATTEST: _____________________________ City Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the City of Glendale. ______________________________ Michael Bailey, City Attorney 13 TOWN OF GILBERT, a municipal corporation: By: Title: Date: ATTEST: ______________________________ Town Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the Town of Gilbert. ______________________________ Chris Payne, Town Attorney 14 CITY OF MESA, a municipal corporation: By: Title: Date: ATTEST: _____________________________ City Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the City of Mesa. ______________________________ City Attorney 15 CITY OF PEORIA, a municipal corporation: By: Title: Date: ATTEST: ______________________________ City Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the City of Peoria. ______________________________ Emily Jurmu, City Attorney 16 CITY OF PHOENIX, a municipal corporation: By: Title: Date: ATTEST: ______________________________ City Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the City of Phoenix. ______________________________ Julie Kriegh, City Attorney 17 TOWN OF QUEEN CREEK, a municipal corporation: By: Title: Date: ATTEST: ______________________________ Town Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the Town of Queen Creek. ______________________________ Clifford Mattrice, Town Attorney 18 SALT RIVER PIMA-MARICOPA INDIAN COMMUNITY, a tribal nation: By: Title: Date: ATTEST: ______________________________ Secretary APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the Salt River Pima-Maricopa Indian Community. ______________________________ Legal Counsel 19 CITY OF SCOTTSDALE, a municipal corporation: By: Title: Date: ATTEST: ______________________________ City Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the City of Scottsdale. ______________________________ Luis Santaella, City Attorney 20 CITY OF TEMPE, a municipal corporation: By: Title: Date: ATTEST: ______________________________ City Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the City of Tempe. ______________________________ Eric Anderson, City Attorney 21 CITY OF SURPRISE, a municipal corporation: By: Title: Date: ATTEST: ______________________________ City Clerk APPROVED AS TO FORM and within the power and authority granted under the laws of Arizona to the City of Surprise. ______________________________ Jeffrey Murray, City Attorney 22