10.10.2025_FINAL_IGA_RIO_VERDE_STANDPIPE_WITH_EXHIBIT.PDF
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1 JOINT PROJECT AGREEMENT BETWEEN MARICOPA COUNTY AND EPCOR WATER ARIZONA INC. FOR THE INSTALLATION AND MAINTENANCE OF THE RIO VERDE STANDPIPE IN COUNTY RIGHT OF WAY This Agreement (Agreement) is between the Maricopa County, a political subdivision of the State of Arizona (County), and EPCOR Water Arizona Inc., an Arizona corporation (EPCOR). The County and EPCOR are collectively referred to as the Parties or individually as a Party. STATUTORY AUTHORIZATION 1. The County is authorized, pursuant to Arizona Revised Statutes (A.R.S.) § 11-251 and §§ 28- 6701 et. seq., to lay out, maintain, control and manage public roads within the County. BACKGROUND 2. EPCOR has requested permission to install and operate a standpipe fill station in County right of way (Standpipe). EPCOR will also improve 176th Street, from Rio Verde Drive to approximately one mile south (ROW Improvements). The Standpipe and the ROW Improvements are collectively referred to herein as the Project. 3. The Standpipe will be located within the 176th Street right of way, south of Quail Track Road, in Rio Verde, as depicted in Exhibit A, which is attached to this Agreement and incorporated by reference. EPCOR will utilize the west side of 176th Street right of way for the laydown and buildout of the Standpipe. 4. 176th Street is currently an unpaved, two-lane roadway approximately 28-foot in width, with horizontal and vertical curves. The ROW Improvements maintain the existing roadway’s horizontal and vertical alignment and a typical section consists of a 26-foot wide, two-way paved roadway with a 6-foot earthen shoulder. PURPOSE OF THE AGREEMENT 5. The purpose of this Agreement is to identify and define the responsibilities of the Parties for the Project, including but not limited to cost sharing, design, permitting, environmental clearance, right of way acquisition, utility relocation, construction, construction management, and ongoing operation and maintenance. Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A 2 TERMS OF THE AGREEMENT 6. The County shall: 6.1 Provide comments to EPCOR within fifteen (15) working days of receipt of the design plans from EPCOR. 6.2 Issue permits to EPCOR for any necessary Project-related work performed within the County. 6.3 Allow EPCOR the use of the west side of 176th Street right of way for the laydown and buildout of the Standpipe. 6.4 Participate with EPCOR in the final inspection of the Project. 6.5 Assume responsibility for maintenance, operation and related liability for the ROW Improvements, except for the Standpipe site and EPCOR waterlines, once constructed and accepted by the County. 7. EPCOR shall: 7.1 Be subject to all requirements of Maricopa County Ordinance P-36 Addressing Requirements for Permits to work in right of way within Unincorporated Maricopa County. 7.2 Act as the lead agency for all aspects of the Project. 7.3 Utilize the west side of 176th Street right of way for the laydown and buildout of the Standpipe. 7.4 Be responsible for cleanup of any chemical/contaminant spills. 7.5 Design and construct the Standpipe to EPCOR standards 7.6 Design and construct the ROW Improvements to MCDOT standards and approved design exceptions, as applicable. 7.7 Be responsible for one hundred percent (100%) of the Project Cost. 7.8 Provide the County with copies of Project design plans for review and comment. 7.9 Apply to the County for permits for any necessary Project-related work performed within County jurisdiction. 7.10 Be solely responsible for the costs of time by EPCOR staff that are dedicated to the Project, including plan reviews and inspections. 7.11 Participate with the County in the final inspection of the Project. 7.12 Assume all responsibility for maintenance, operation and related liability for the completed Standpipe and EPCOR waterlines. Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A 3 7.13 In the event that any of EPCOR’s Standpipe elements, including infrastructure associated with third-party utility providers, non-affixed materials, vehicles, equipment, or other property, unreasonably interferes with the County’s use of the right of way, EPCOR shall, at County's request, and at EPCOR's sole expense, eliminate the interference upon notice from the County. If elimination of interference, including but not limited to the relocation of the Standpipe elements, or any part thereof, requires a right of way use permit, actual construction shall begin within thirty (30) days following the County's issuance of a permit. Upon mutual agreement, the time frame for the start and completion of said work may be extended based on the requirements of the County. If EPCOR fails to remove the interference within a reasonable time, the County may at its discretion remove or relocate the interference and charge EPCOR for the amount incurred. GENERAL TERMS AND CONDITIONS 8. To the extent permitted by law, each Party will indemnify, defend, and hold the other Party harmless, including any of the Party’s departments, agencies, officers, employees, elected officials, or agents, from and against all liability, loss, expense, damage or claim of any nature whatsoever that is caused by any activity, condition or event arising out of the performance or nonperformance by the indemnifying Party of any of the provisions of this Agreement, including but not limited to injuries or death of persons or damages to or destruction of property. In the event of an action, the damages that are the subject of this indemnity shall include costs, expenses of litigation, and reasonable attorney’s fees. 9. This Agreement shall become effective as of the date it is executed by the Parties. The term of this Agreement shall be for ten (10) years after the effective date. The Parties may extend the term for additional periods, up to ten (10) years each, by written agreement signed by both Parties. 10. This Agreement may be amended only upon written agreement by all Parties. 11. This Agreement is subject to the provisions of A.R.S. § 38-511. 12. The Parties warrant that they are following A.R.S. § 41-4401 and further acknowledge that: 12.1 Any contractor or subcontractor who is contracted by a Party to perform work on the Project shall warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214(A), and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, whichever is longer. 12.2 Any breach of the warranty shall be deemed a material breach of this agreement of which breaching party may be liable for penalties including termination of the agreement. 12.3 The Parties retain the legal right to inspect the papers of any contractor or subcontractor employee who works on the Project to ensure that the contractor or subcontractor is complying with the warranty above and that the contractor agrees to make all papers and employment records of said employee available during normal working hours to facilitate such an inspection. 12.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A 4 13. Any contractor or subcontractor who engages in for-profit activity and has 10 or more employees, if the value of the contract is a minimum of $1,000,000, certify it is not currently engaged in and agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued according to 50 U.S.C. § 4842. 14. Each Party warrants and certifies that no contractor or vendor under contract with the Party to provide goods or services toward the accomplishment of the objectives of this Agreement currently has, and for the duration of the contract will not, use: 14.1 The forced labor of ethnic Uyghurs in the People's Republic of China. 14.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. 14.3 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 any Party becomes aware during the term of the Agreement that any contractor or vendor is not in compliance with this paragraph, the Party shall notify the other Party within five business days after becoming aware of the noncompliance. Failure of the Party to provide a written certification that the contractor or vendor 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. 15. It shall be a material breach of this Agreement for a Party to fail to observe or perform any of the material covenants, conditions or provisions of this Agreement, where such failure shall continue for a period of thirty (30) days after the non-defaulting Party provides the defaulting Party with written notice of such failure; provided, however, that such failure shall not be a Default if the defaulting Party has commenced to cure the Default within such thirty (30) day period and thereafter is diligently pursuing such cure to completion. The total aggregate cure period shall not exceed ninety (90) days unless the Parties otherwise agree in writing. In the event of Default, the non-defaulting Party, at its option, may terminate this Agreement without waiving any available remedies at law or in equity. 16. All notices required under this agreement to be given in writing shall be sent to: Maricopa County Department of Transportation Attn: Intergovernmental Relations Branch 2901 W. Durango Street Phoenix, Arizona 85009 Mitch_Wagner@maricopa.gov EPCOR Attn: Alison Ryan, Director, Engineering and Projects 5656 W. Talavi Blvd. Glendale, Arizona 85306 ARyan1@epcor.com Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A 5 All notices required or permitted by this Agreement or applicable law shall be in writing and may be delivered, by e-mail, in person (by hand or courier) or may be sent by regular or certified mail or U.S. Postal Service Express Mail, with postage prepaid, or by commercial delivery service performed with receipt. Any notice sent by certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail, the notice shall be deemed given 72 hours after the notice is addressed as required in this paragraph and mailed with postage prepaid. Notices delivered by the United States Express Mail or overnight delivery service that guarantees next- day delivery shall be deemed given 24 hours after delivery of the notice to the Postal Service or courier for delivery. Notice given by e-mail shall be deemed delivered one business day after the e-mail was sent. 17. Any funding provided for in this Agreement, other than in the current fiscal year, is contingent upon being budgeted and appropriated by the governing bodies of the Parties in such fiscal year. 18. This Agreement shall be construed as a whole and under its fair meaning and without regard to any presumption or other rule requiring construction against the party drafting this Agreement. If a court of competent jurisdiction finds that any provision is invalid, all remaining provisions shall remain in full effect. 19. No waiver of any term of this Agreement shall be deemed to be a continuing waiver of such term. 20. Except as otherwise provided in this Agreement, all covenants, agreements, representations, and warranties outlined in this Agreement, or any certificate or instrument executed or delivered according to this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one (1) year. 21. 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 the same instrument. Electric signatures are acceptable as original signatures. 22. The Parties will execute and deliver to each other such other instruments and documents as may be reasonably necessary to fulfill the covenants and obligations to be performed by such Party according to this Agreement. 23. The venue for any claim arising out of or in any way related to this Agreement shall be Phoenix, Arizona. 24. This Agreement shall be governed by the laws of the State of Arizona. End of Agreement - Signature Pages Follow Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A 6 IN WITNESS WHEREOF, the Parties have executed this Agreement. EPCOR WATER ARIZONA Inc., an Arizona corporation. _________________________________ Alison Ryan Date Director, Engineering and Projects APPROVAL OF EPCOR WATER ARIZONA INC. ATTORNEY The foregoing Agreement has been reviewed by undersigned Counsel, who has determined that it is in proper form and within the powers and authority granted to EPCOR Water Arizona Inc. under the laws of the State of Arizona. Gregory Stein Date Attorney Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A 10/13/2025 10/13/2025 7 IN WITNESS WHEREOF, the Parties have executed this Agreement. MARICOPA COUNTY Recommended by: Jesse Gutierrez, P.E Date Transportation Director Approved and Accepted by: _________________________________ Chairman Date Board of Supervisors Attest by: Clerk of the Board Date APPROVAL OF DEPUTY COUNTY ATTORNEY The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended, by the undersigned Deputy County Attorney, who has determined that it is in proper form and within the powers and authority granted to the Board of Supervisors under the laws of the State of Arizona. Deputy County Attorney Date Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A 10/13/2025 10/15/2025 Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A Docusign Envelope ID: 9818611E-79D1-4F98-BBB9-B8141A9F975A