UTILITIES FRANCHISE -PC 507- SIGNED AGREEMENT.PDF

DocuSign Envelope ID: F7FAAF16-8434-4728-9560-88EE6A6F73EA
NON-EXCLUSIVE FRANCHISE RENEWAL FOR VALLEY UTILITIES
WATER COMPANY, INC.
Section 1 — Grant of Franchise
1.1. The County of Maricopa, Arizona (“County”) hereby grants to Valley Utilities Water
Company, Inc., a public service corporation organized under the laws of the State of Arizona and
authorized to conduct business in the State of Arizona (herein called Franchisee), its successors
and assigns, this public utility franchise (hereinafter “Franchise’”) for the purpose of constructing,
operating and maintaining a water system and related appurtenances along, under and across
public streets, alleys, and highways, and other rights of way, except federal and state highways,
under the terms and conditions set forth herein and as the Board of Supervisors may provide, not
inconsistent with the laws of the State of Arizona, within the unincorporated areas of Maricopa
County, Arizona as described in the Application (hereinafter “Franchise Area”) and attached
hereto as Exhibit A. These public rights-of-way include, but are not limited to, public streets, roads,
alleys, ways bridges, and highways, except federal and state highways within the unincorporated
areas of Maricopa County (“Public Rights-of-Way”). Franchisee’s water system includes water
lines, together with all necessary or desirable appurtenances (“Franchisee Facilities’).
Section 2 -— Term
2.1. The Effective Date of this Franchise shall be July 1, 2023. This Franchise shall continue
and remain in full force and effect for a period of twenty-five (25) years from the Effective Date,
unless terminated earlier by written agreement of the parties, or pursuant to Sections 13 or 14
herein.
Section 3 — County Rights
3.1 The rights of County in and to the use of Public Rights-of-Way shall be forever paramount
and superior to Franchisee’s rights under the Franchise.
3.2 The County reserves the right to impose future restrictions and limitations upon the
exercise of the rights granted herein as it deems best for public safety and welfare. Franchisee
is further required to comply with all lawful applicable ordinances of Maricopa County regulating
conduct or work within the Public Rights-of-Way, as such ordinances are now enacted or may
be amended or adopted from time to time.
Section 4 — Construction
4.1 Franchisee, its agents, employees, or contractors, shall perform all construction under this
Franchise in accordance with established industry standards and in the manner prescribed by
County and subject to the supervision of County, in strict compliance with all laws, ordinances,
rules, and regulations of federal, state, and local governments.
4.2 No construction, reconstruction, repair, or relocation under this Franchise shall be
commenced until written permits have been obtained from proper County officials. In any permit
so issued, such officials may impose such conditions and regulations as a condition of the granting
of the same as are necessary for the purpose of protecting any structures, highways, streets, or
rights of way and for the proper restoration of such structures, highways, streets, or rights of way,
for the protection of the public and the continuity of pedestrian and vehicular traffic.

DocuSign Envelope ID: F7FAAF16-8434-4728-9560-88EEGA6F73EA
4.3 If Franchisee has received the required maintenance and emergency permits from County,
Franchisee shall have the right to undertake without delay such emergency activities necessary
to provide for and maintain the reliability and safety of its Facilities. If such action is required,
Franchisee shall advise County of the work performed to maintain its system and apply for a permit
within 24 hours of commencing such emergency activities.
44 County shall have the right to inspect the construction, operation, and maintenance of
Franchisee’s Facilities to ensure the proper performance of the terms of the Franchise granted
herein.
4.5 Upon reasonable notice by County of a proposed public transportation improvement
project (“Project”), Franchisee shall review the County’s proposed Project plan(s) and, if
warranted in the Franchisee’s judgment, extend, replace, or relocate at its sole cost, its Facilities
to avoid a conflict between the Facilities and the Project. Any action to extend, replace or relocate
by Franchisee, its agents, employees, or contractors, shall be performed in a manner and time not
- to interfere or delay County’s project. Any delay or interference caused by Franchisee that results
in additional construction costs, delays or other related fees to County’s Project, shall be the
liability of Franchisee and such actually incurred costs or fees shall be reimbursed by Franchisee
within 30 days of receipt of invoice from County.
4.6 Construction of Franchisee's Facilities relating to traffic control, backfilling, compaction,
and paving, as well as the location or relocation of Franchisee’s Facilities pursuant to this
Franchise shall be subject to regulation by the applicable provisions included within required
Right-of-Way permits, County ordinances, and state statutes in place at the time of installation,
or as amended. If a provision of an applicable County ordinance is inconsistent with Title 40 of
the Code of Federal Regulations or any other applicable federal or Arizona state law, rule, order,
or regulation, then Title 40 of the Code of Federal Regulations or the other applicable federal, or
Arizona state law, rule, order, or regulation shall govern. Pursuant to A.R.S. § 40-360.30, and any
other applicable law, Franchisee shall maintain installation records of the location of all its
Facilities in the Public Rights-of-Way. Franchisee’s Facilities are defined as critical infrastructure
by the federal government and as such, records of the location or design of facilities are
proprietary to Franchisee and County shall not release nor make available any records to any
outside party without the express, written permission of Franchisee.
4.7 Franchisee shall not install, construct, maintain, modify, or use its Facilities in a manner
that damages or interferes with any existing facilities of another utility located in the Public Rights-
of-Way.
4.8 Franchisee shall provide prior written notice or actual notice to the owners or residents of
property adjoining the Right-of-Way of any activity of Franchisee which may temporarily interfere with
access to or use of said adjoining property. If an emergency precludes the provision of prior notice,
Franchisee shall use its best efforts to provide timely actual notice to the owners or residents
of the adjoining property.
4.9 During construction or excavation in the Public Rights-of-Way, Franchisee shall provide
proper drainage so that the Public Rights-of-Way shall be free from standing surface water and
properly and adequately drained so as not to cause flood or erosion damage to the facilities of the
County or surrounding property.
4.10 Upon request, Franchisee shall provide the County with its known proposed capital plan
and reasonably foreseeable future corridor plans for all improvements in the County's planning
area.

DocuSign Envelope ID: F7FAAF 16-8434-4728-9560-88EE6A6F73EA
4.11 If County undertakes, either directly or through a contractor, a construction project adjacent
to Franchisee's facilities operated pursuant to this Franchise, the County may notify Franchisee
of such construction project. If notified, Franchisee shall take steps Franchisee determines to be
reasonably necessary to maintain the safety of Franchisee’s Facilities throughout the construction
project. Any steps taken by Franchisee under this subsection shall be at Franchisee’s sole cost
and shall not interfere or delay with County's construction project or with other authorized users
of the area. County shall not be responsible for any damage to Franchisee’s Facilities that may
result from County’s construction project, except for damages caused by County's gross
negligence or willful misconduct. County, directly and through its contractors, shall take
commercially reasonable precautions to avoid damaging or interfering with Franchisee’s Facilities.
Section 5 — Restoration of Public Rights-of-Way, public place, or other public facility
am If, in exercising all rights granted under this Franchise, Franchisee, its agents, employees
or contractors, damages, alters, disturbs, or destroys the surface and/or subsurface of any (i)
Public Right-of-Way, (ii) adjoining public property, (iii) public facility, and/or (iv) public
improvements located in Public Right-of Way or adjoining public property, the same shall be
promptly repaired, reconstructed, replaced, or restored by Franchisee, at its sole expense to
County's satisfaction. Nothing in this Franchise shall be construed as constituting a contractual
obligation on the part of Franchisee that assumes jurisdiction over, or an obligation to maintain,
within any County Right-of-Way such public road, public property, or public improvement.
SZ In the construction, maintenance, repair and operation of its Facilities, Franchisee shall not
alter the direction, surface, grade, or alignment of Public Rights-of-Way. Franchisee shall use all
necessary care to avoid doing or permitting to be done any damage, disturbance, alteration, or
modification to the facilities of the County. If Franchisee shall do or permit to be done any damage,
disturbance, alteration or modification, Franchisee, at its own expense, to the satisfaction of the
County, shall restore the surface or subsurface of the public road or public property or repair or
replace the public improvement as required by construction standards in effect at that time (or
consistent with all County rules, regulations, and ordinances then in effect.) The restoration shall
be initiated promptly and completed expeditiously in recognition of the duty of Franchisee to give
the restoration, repair or replacement of Public Rights-of-Way or County facilities priority over
proceeding with non-emergency activities of Franchisee.
Sa Franchisee shall use all necessary care to avoid any damage to, or disturbance of, the
landscaping or vegetation in the Public Rights-of-Way. If Franchisee does or permit to be done,
any such damage or disturbance, Franchisee, at its sole expense, shall restore such landscaping
or vegetation within the rights-of-way to the condition, or as close to such condition, as existed prior
to the damage or disturbance.
5.4 County shall not and does not by reason of the Franchise assume any liability of the
Franchisee for any purpose or reason whatsoever.
Section 6 — Fees
6.1 Franchisee shall pay all applicable Permit and Inspection fees in effect at the time of the
application for Permit.
Section 7 — Relocation of Facilities
yf The County has prior right to use the Public Rights-of-Way and County property, including

DocuSign Envelope ID: F7FAAF16-8434-4728-9560-88EE6A6F73EA
the surface areas, for all County governmental function projects. Franchisee shall, upon written
request by the County, relocate, without expense to the County, any of Franchisee’s Facilities.
7.2 During the term of the Franchise, if County or any qualified authority having jurisdiction in
the Franchise Area alters, repairs, improves or changes the grade of any public street, alley
highway or right of way, then and in such event, Franchisee, at its own expense, shall, promptly
make such changes in the location, structure or alignment of its Facilities’ liens and related
appurtenances as the County Engineer or the County Engineer’s designee may deem necessary
as a matter of public safety.
7.3 If Franchisee’s facilities conflict or interfere with County use, expanded use, improvement
or abandonment of a Public Right-of-Way, Franchisee’s facilities shall be relocated, at
Franchisee’s expense, in accordance with section 4.5 of this Franchise.
74 In the event Franchisee shall fail to make changes or corrections as required herein within
one hundred and twenty (120) days after receiving written notice from County of needed changes
or corrections, County shall have the right, but not the obligation, to make, or cause such changes
or corrections to be made at the expense of Franchisee. Any expenses incurred for such changes,
corrections or repairs shall be due and payable within thirty days of written demand by County to
Franchisee. Franchisee shall immediately make changes or correction when notified by County
that such corrections or changes are necessary due to an emergency situation.
15 County will not exercise its right to require Franchisee’s facilities to be relocated in an
unreasonable or arbitrary manner, or to avoid its obligations under this Franchise.
7.6 All underground Facilities abandoned by Franchisee shall continue to remain the property
of the Franchisee, unless the Franchisee specifically acknowledges otherwise to the County
Engineer, and such is accepted by the County. Franchisee shall remove, at Franchisee's sole
cost, abandoned Facilities at the request of County.
7.6.1 Prior to removal of any abandoned Facilities, Franchisee must notify County of its
intent to remove abandoned Facilities and offer possession of said facilities to County.
7.6.2 Franchisee must identify the location of any known abandoned Facilities as they
exist through Blue Staking/AZ811.
rm 3 County shall not be liable to Franchisee for any costs of relocation, replacement, repair, or
abandonment of Franchisee’s Facilities in public Rights-of-Way or lost revenues, sustained by
Franchisee because of damage, modification, or alteration to or destruction of its Facilities in the
public Rights-or-Way except in the case of County's gross negligence or willful misconduct.
Section 8 — Indemnification
8.1 County shall not be liable or responsible for any accident or damage resulting from or arising
out of the exercise of any rights granted under this Franchise which are attributed or related to
any act or omission of Franchisee, its agents, employees, or anyone acting under its direction,
control or on its behalf. Franchise shall indemnify, defend and hold harmless Maricopa County,
its officers, departments, employees and agents from and against any and all liability of any nature
whatsoever, and to be responsible for any loss, costs, damages, suits, actions, legal or
administrative proceedings, claims, demands or any other expenses or damages of any kind or
nature, which may be imposed on the County due to anything related to this Franchise by
Franchisee; provided that such claims, expenses and/or losses are not the result of any willful or
grossly negligent acts of County.

DocuSign Envelope ID: F7FAAF 16-8434-4728-9560-88EE6A6F73EA
Section 9 — Assignment
9.1. Franchisee shall not assign or transfer any interest without the prior written consent of
County. County shall not unreasonably withhold, condition, or delay its consent to a proposed
transfer.
Section 10 — Franchise; Non-Exclusive; Use
10.1 This Franchise is non-exclusive, and nothing contained herein shall be construed to prevent
County from granting any right, including similar rights or privileges, to any other authorized entity
or exercising any regulatory power which it now has, or which may hereafter be authorized or
permitted by the laws of the State of Arizona.
10.2 All rights hereby granted shall be exercised so as not to interfere or conflict with any
easement, either public or private, of whatsoever nature, which has been acquired in or to the
proper use of said Public Rights-of-Way, or any portion thereof.
Section 11 — Failure to Enforce Franchise
11.1 Franchisee shall not be excused from complying with any of the terms and conditions of
the Franchise by any failure of County, upon any one or more occasions, to insist upon the
Franchisee’s performance or to seek Franchisee’s compliance with any one or more of such
terms or conditions.
Section 12 — Notices
12.1 Any notice required or permitted to be given hereunder shall be in writing, unless otherwise
expressly permitted or required, and shall be deemed effective either (i) upon hand delivery to the
person then holding the office shown on the attention line of the address below, or if such office
is vacant or no longer exists, to a person holding a comparable office, or (ii) on the third business
day following its deposit with the United States Postal Service, first class and certified mail, return
receipt requested, postage prepaid, addressed as follows:
To the County: MCDOT Engineering Division
ATTN: Utilities Project Management
Branch Manager
2901 W. Durango St.
Phoenix, AZ 85009
To Valley Utilities
Water Company, Inc.: Valley Utilities Water Company, Inc.
Mr. Bryan Thomas
6808 N. Dysart Rd, Suite 112
Glendale, AZ 85307
Section 13 — Severability
13.1 If any section, paragraph, clause, phrase, term or covenant or any portion of any section,
paragraph, clause, phrase, term or covenant of this Franchise is determined illegal, invalid or

DocuSign Envelope ID: F7FAAF 16-8434-4728-9560-88EE6A6F73EA
unconstitutional, by any court of competent jurisdiction or by any state or federal regulatory
agency having jurisdiction thereof, such determination shall have no effect on the remaining
portion of such section, paragraph, clause, phrase, term or covenant or the remaining sections,
paragraphs, clauses, phrases, terms or covenants of the Franchise or the validity of this
Franchise as a whole, all of which shall remain in full force and effect for the term of the
Franchise.
Section 14 — Forfeiture
14.1 If Franchisee fails to comply with any of the provisions of this Franchise or defaults in
any of its obligations hereunder, except for causes beyond the reasonable control of Franchisee;
and shall fail within sixty (60) days after written notice from County to commence, and within a
reasonable time and not longer than one hundred and twenty (120) days, complete the
correction of such default or noncompliance, County shall have the right to revoke this
Franchise and all rights of Franchisee hereunder. In the event Franchisee makes a general
assignment or general arrangement for the benefit of creditors; or a trustee or receiver is
appointed to take possession of substantially all of Franchisee’s Facilities within the Franchise
Area or of Franchisee’s interest in this Franchise, where possession is not restored to
Franchisee within thirty (30) days; or Franchisee’s Facilities within the Franchise Area are
subject to an attachment, execution or other seizure of substantially all of the Franchisee’s
Facilities within the Franchise Area or this Franchise, where such seizure is not discharged
within thirty (30) days, County may declare this Franchise, and any expansion hereto, forfeited
and terminated.
14.2 Nothing herein contained shall limit or restrict any other legal rights that County may
possess arising from such violations.
Section 15 — Revocation of Franchise
15.1. The Franchise may, after due notice and hearing, be revoked by County for any of the
following reasons:
15.1.1 False or misleading statements in or material omissions from the application for
and the hearing on the granting of the Franchise.
15.1.2 Any transfer or assignment of the Franchise or control thereof without County’s
written consent.
15.1.3 Failure to comply with any of the material terms and conditions of the Franchise
beyond any applicable notice and cure period.
15.2 Upon termination, revocation or forfeiture of this Franchise, Franchisee forfeits all rights
granted herein. Within ninety days after the date of termination, revocation or forfeiture,
Franchisee shall apply for and obtain a Right-of-Way permit from Maricopa County to continue
operation of Franchisee’s Facilities. Franchisee shall not be permitted to expand its area of
operation until the terminated, revoked or forfeited Franchise is either renewed, reinstated, or
replaced.
Section 16 — Books and Records
16.1 Franchisee shall maintain books and records that identify all of Franchisee’s underground
facilities by type and location within the Franchise Area and shall make such books available to
County upon County’s request, without cost to the County.

DocuSign Envelope ID: F7FAAF16-8434-4728-9560-88EE6A6F 73EA
Section 17 — No forced labor
17.1 Grantee warrants and certifies that it does not currently, and agrees for the duration of the
contract that it will not, use:
1. The forced labor of ethnic Uyghurs in the People's Republic of China.
2. Any goods or services produced by the forced labor of ethnic Uyghurs in the
People's Republic of China.
3. 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.
If Franchisee becomes aware during the term of the Agreement that the Franchisee is not
in compliance with this paragraph, the Franchisee shall notify the County within five
business days after becoming aware of the noncompliance. If Franchisee fails to provide a
written certification that the Franchisee has remedied the noncompliance within one
hundred eighty (180) days after notifying the public entity of its noncompliance, this
Agreement shall terminate unless the Term of this Agreement shall end prior to said one
hundred eighty (180) day period.
Section 18 — Cancelation
18.1. This Franchise Agreement is subject to cancelation pursuant to A.R.S. § 38-511.
[END OF CONTRACT — Signature Page Follows]

DocuSign Envelope ID; F7 FAAF16-8434-4728-9560-88EE6A6F73EA
This Franchise has been executed on behalf of the County this
day of 20,
Approved and Accepted by:
~ Jack Sellers.. Chairman
Maricopa County Board of Supervisors
Attest by:
Clerk of the Board of Supervisors
Approval As To Form:
pe
DocuSigned by:
Wayne Peck 12/12/2023
Bea Ccanky Anromiey Date
ACCEPTED BY: Valley Utilities Water Company, Inc.
ad
By:
i
Name: Erxan Thones
Title: Presiden
WITNESS: 7
2,
By: =
Name: Vemaica G. Gun wile d
Title: _MJutn
M
VERONICA G GONZALEZ
Notary Public, State of Arizona
Maricopa County
Commission # 651868
My Commission Expires
August 15, 2027