FINAL_JPA_NORTHERN_CITRUS_IN-LIEU_PAYMENT_WITH_EXHIBITS_4.24.25.PDF

JOINT PROJECT AGREEMENT 
BETWEEN MARICOPA COUNTY AND NORTHERN CITRUS LLP 
FOR IMPROVEMENTS TO NORTHERN AVENUE AND CITRUS ROAD 
 
 
 
 
 
This Agreement (Agreement) is between the County of Maricopa, a political subdivision of the 
State of Arizona (County), and Northern Citrus LLP, an Arizona limited liability partnership, or 
Assignee, (Developer). The County and Developer 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. 
Northern Citrus LLP is developing Phase 3B of the White Tank Foothills Development, a 
223 plus or minus gross acre site generally located on the northwest corner of Northern 
Avenue and Citrus Road (Development). 
3. 
The Development impacts County Transportation Improvement Program (TIP) Project 
TT0775 (Project). The Project includes the intersection of Northern Avenue and Citrus 
Road and the intersection of Seldon Lane and Citrus Road. The Project intersection 
improvements are listed below: 
3.1. 
Northern Avenue and Citrus Road Intersection Improvements: The County will 
design and construct intersection improvements to install a traffic signal, and 
roadway widening to include curb, gutter, sidewalk, box culvert extensions, and 
utility relocations (Northern/Citrus). The County’s total estimated cost of 
Northern/Citrus is $10,470,000. 
 
3.2. 
Seldon Lane and Citrus Road Intersection Improvements: The County will design 
and construct intersection improvements to install a traffic signal, roadway 
widening, drainage improvements, and utility relocations (Seldon/Citrus) The 
County’s total estimated cost of Seldon/Citrus is $2,206,950. 
 
4. 
The Parties previously entered into a Joint Project Agreement (JPA) under agenda item 
number C-64-25-080-X-00 for improvements to Northern Avenue and Citrus Road. The 
JPA was recorded as Maricopa County Recorder No. 20250109442 and became effective 
on February 28, 2025, the date it was approved by the Maricopa County Board of 
Supervisors. This Agreement supersedes and replaces the previously approved JPA, 
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and neither County nor Developer shall have any obligations or liabilities under the JPA. 
Concurrently with the approval of this Agreement, County and Developer will execute 
and record a notice of termination of the JPA.  
5. 
As part of the Development, the Developer is required to construct the Northern Avenue 
and Citrus Avenue half-street improvements along the frontage of Phase 3B of the 
Development as well as the northwest corner of the Northern and Citrus Intersection 
excluding 
any 
above 
ground 
traffic 
signalization 
improvements 
(Developer 
Improvements). These improvements include roadway widening, curb, gutter, sidewalk, 
and box culvert extension as contemplated by the Approved Plans produced at 
Developer’s expense described on Exhibit A, attached hereto and made a part hereof, 
and as described on Exhibit B, attached hereto and made a part hereof, and in the 
locations depicted on Exhibit C, attached hereto and made a part hereof. The Developer 
Improvements will be completed prior to the Project starting construction. Developer may 
obtain permits for the Developer Improvements using the Approved Plans.  
6. 
In lieu of the Developer constructing the Northern/Citrus intersection improvements or the 
Seldon/Citrus intersection improvements, the County will accept, at the time of recordation 
of the first Final Plat pertaining to Phase 3B of the Development, a payment equal to 
twenty-five percent (25%) of the County’s budgeted cost of the Project improvements, 
reduced by (a) the anticipated cost of the Developer Improvements that overlap the 
Project intersection improvements and (b) the estimated design costs of the Developer 
Improvements that overlap the Project intersection improvements. The estimated costs 
were calculated based on work to be completed by the Developer prior to County 
commencing the Project. 
6.1. 
Northern/Citrus: The total estimated cost of this portion of the County Project is 
$10,470,000 of which Developer’s 25% share is $2,617,500. The overlapping half-
street improvements of the northwest corner of this intersection are estimated at 
$1,235,000 and the design cost for overlapping improvements is $284,932. 
Accordingly, the resulting amount of the Developer’s twenty-five percent (25%) 
contribution toward Northern/Citrus is $1,097,568. 
 
6.2. 
Sheldon/Citrus: The total estimated cost of this portion of the County Project is 
$2,206,950, of which the Developers 25% share is $551,738. The overlapping half-
street improvements of the southwest corner of this intersection are estimated at 
$181,750. Accordingly, the resulting amount of the Developer’s twenty-five percent 
(25%) contribution toward Seldon/Citrus is $369,988. 
7. 
This Agreement does not change the terms and stipulations agreed to by this 
Development in the planning and zoning case unrelated to the Project and the Developer 
Improvements, but does supersede matters pertaining to or related to the full intersection 
buildout of Northern Avenue and Citrus Road. Unless explicitly stated in this Agreement, 
all other contracts and Agreements with the County for this Development remain in effect. 
 
 
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PURPOSE OF THE AGREEMENT 
8. 
The purpose of this Agreement is to identify and define the responsibilities of the County 
and the Developer for the Project, including cost sharing, design, utilities, construction, 
and construction management of the Project. This Agreement pertains only to the right of 
way improvements handled by Maricopa County Department of Transportation, not to 
general building improvements overseen by Maricopa County Planning and Development 
Department.  
 
TERMS OF THE AGREEMENT 
 
9. 
Responsibilities of the County: 
 
9.1. 
Be responsible for Project design, utility relocations, right-of-way, construction 
management, and construction of intersection improvements, as described in 
Paragraphs 3.1 and 3.2, which includes Northern/Citrus and Seldon/Citrus. The 
County will complete the intersection improvements and related work after the 
Developer Improvements are finished and commencement and completion of the 
County intersection improvements will not be a condition to issuance of Certificates 
of Occupancy for any homes or other improvements constructed in Phase 3B of 
the Development.  
 
9.2. 
Issue permits to Developer based on the Approved Plans for construction, and 
traffic control, as necessary, for all Developer Improvements and related work 
performed within the jurisdiction of the County. 
 
9.3. 
Upon issuance of permits for the construction of the Developer Improvements, and 
as applicable, Developer’s delivery to the County of a County approved Assurance 
Agreement pertaining to each Phase 3B parcel plat and for the Phase 3B 
infrastructure plat, Developer may make application to Planning and Development 
for issuance of building permits in Phase 3B of the Development. Other than the 
requirement of Developer to submit an updated Offsite Signing & Pavement 
Marking Plan for White Tank Foothills Phase 3B Half Street Northern Avenue & 
Citrus Road as contemplated by Paragraph 10.9 below, the County acknowledges 
that the Approved Plans listed on Exhibit A attached hereto represent all 
engineering and improvement plans needed to construct the Developer 
Improvements and no other plans are required from the Developer for the 
construction of the Developer Improvements and issuance of permits. 
 
9.4. 
Inspect the Developer Improvements in accordance with the Permit requirements. 
Participate in the final inspection and acceptance of the Developer Improvements. 
The Parties agree that at this point, there may be a punch list of items to be 
completed by the Developer, but in no event shall Developer be obligated to install 
anything other than the Developer Improvements reflected in portions of the 
Approved Plans as described on Exhibit B and depicted on Exhibit C, regardless 
of the fact that the Approved Plans contemplate additional improvements not 
included within the scope of the Developer Improvements. 
 
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9.5. 
Following Developer’s payment of the amount reflected in Paragraph 10.1 and 
upon completion and final acceptance of the Developer Improvements, assume all 
responsibility for liability, maintenance, and operations. 
 
9.6. 
Deliver to Developer a duly executed and notarized Notice of Termination in 
recordable form and otherwise reasonably acceptable to Developer confirming that 
the JPA has terminated and that Developer has no obligations or liability 
whatsoever in connection therewith. 
 
9.7. 
Review and approve an Engineers Cost Estimate of the components of the 
Developer Improvements and advise Developer of the amount required for the 
performance bond to be delivered pursuant to Paragraph 10.7 below. 
 
10. 
Responsibilities of the Developer: 
 
10.1. Prior to recordation of the first Final Plat for Phase 3B of the Development, remit 
to the County a total of $1,467,556, as described in Paragraphs 6.1 and 6.2, as 
satisfaction of Developer’s contribution to the Project. The payment should be sent 
to: 
Maricopa County Department of Transportation  
Attention: Jesse Gutierrez, MCDOT Director  
2901 W. Durango Street 
Phoenix, AZ 85009 
 
10.2. Apply to the County for permits for construction and traffic control, as necessary, 
for all Developer Improvements-related work to be performed within the jurisdiction 
of the County as described on Exhibit B and depicted on Exhibit C attached hereto.  
 
10.3. County acknowledges that the Approved Plans listed on Exhibit A attached hereto 
represent all engineering and improvement plans needed to construct the 
Developer Improvements and no other plans are required from the Developer for 
the construction of the Developer Improvements and issuance of permits, except 
as provided in Paragraph 10.9. 
 
10.4. Be responsible for constructing and paying for all Developer Improvements. This 
includes any necessary pavement, five-foot by six-foot (5’X6’) culvert 
reconstruction and extension, sidewalk, curb, and gutter work, as well as any 
required utility relocations or installations as described on Exhibit B and depicted 
on Exhibit C attached hereto. 
 
10.5. Schedule and invite the County to participate in a final inspection of the Developer 
Improvements. Developer is responsible for coordinating the County inspections 
for its improvements and for the work required for completion and acceptance by 
the County in accordance with its permit and inspection requirements. 
 
10.6. Be responsible for the dedication of right-of-way as identified on the final plat. The 
half-street right-of-way dedication width is 65 feet on the north side of Northern 
Avenue and 65 feet on the west side of Citrus Road. 
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10.7. Provide a performance bond to the County for the Developer Improvements based 
on an Engineers Cost Estimate of the components of the Developer Improvements 
at the time the first plat for Phase 3B of the Development is recorded.  
 
10.8. Execute and record the Notice of Termination of the JPA confirming that the JPA 
has terminated and that County has no obligations or liability whatsoever in 
connection therewith. 
 
10.9. Developer shall submit updated Offsite Signing and Pavement Marking Plan for 
White Tank Foothills Phase 3B Half Street Northern Avenue and Citrus Road for 
County approval and such plans once approved shall be considered part of the 
Approved Plans. 
 
 
GENERAL TERMS AND CONDITIONS 
11. 
To the extent permitted by law, each Party will indemnify, defend and save 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 to the extent 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 to be performed by the indemnifying party, 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 which are the subject of this indemnity shall include 
costs, expenses of litigation and reasonable attorney’s fees. 
12. 
This Agreement shall become effective as of the date it is executed by all the governing 
bodies of the Parties and shall remain in full force and effect until all the project 
improvements indicated herein have been completed to the satisfaction of the County.  
13. 
This Agreement may be amended only upon written Agreement executed by all Parties. 
14. 
This Agreement is subject to the provisions of A.R.S. § 38-511. 
15. 
The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further 
acknowledge that: 
15.1. 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. 
15.2. 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. 
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15.3. 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 in order to facilitate such an inspection. 
15.4. Nothing in this Agreement shall make any contractor or subcontractor an agent or 
employee of the Parties to this Agreement.  
16. 
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 pursuant to 50 U.S.C. § 4842. 
17. 
Each Party warrants and certifies that neither it nor any 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: 
17.1. 
The forced labor of ethnic Uyghurs in the People's Republic of China. 
17.2. 
Any goods or services produced by the forced labor of ethnic Uyghurs in the 
People's Republic of China. 
17.3. 
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 it 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. 
 
18. 
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. 
Notwithstanding anything to the contrary contained in this Agreement, each Party hereby 
waives any right to recover punitive, indirect, consequential, special or other damages, 
other than such Party’s actual damages. 
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19. 
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 
Northern Citrus LLP  
c/o Allard Developments  
Attn: Mr. Brad Clough  
10218-111 Street N.W.  
Edmonton Alberta T5K 1K9 
Either Party may, by written notice to the other, specify a different address for notice. All 
notices required or permitted by this Agreement or applicable law shall be in writing and 
may be delivered 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 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. 
20. 
Any funding provided for in this Agreement by the County is contingent upon being 
budgeted and appropriated by the County's governing body. This Agreement shall be 
construed as a whole and in accordance with its fair meaning and without regard to any 
presumption or other rule requiring construction against the party drafting this 
Agreement. 
21. 
The waiver by any Party of any right granted to it under this Agreement is not a waiver of 
any other right granted under this Agreement, nor may any waiver be deemed to be a 
waiver of a subsequent right obtained by reason of the continuation of any matter 
previously waived. 
22. 
Except as otherwise provided in this Agreement, all covenants, agreements, 
representations and warranties set forth in this Agreement or in any certificate or 
instrument executed or delivered pursuant to this Agreement shall survive the expiration 
or earlier termination of this Agreement for a period of one (1) year. 
23. 
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. 
 
24. 
The Parties will execute and/or 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 pursuant to this Agreement. 
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25. 
The venue for any claim arising out of or in any way related to this Agreement shall be 
Maricopa County, Arizona. 
26. 
This Agreement shall be governed by the laws of the State of Arizona. 
End of Agreement - Signature Pages Follow 
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IN WITNESS WHEREOF, the Parties have executed this Agreement. 
Northern Citrus LLP, an Arizona limited liability partnership. 
 
By: Hinton Financial Services, Inc., 
 
Its General Partner 
By:___________________________________________________ 
Brad Clough, President 
 
 
    Date 
 
APPROVAL OF NORTHERN CITRUS LLP 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 the Northern Citrus LLP under 
the laws of the State of Arizona. 
By:___________________________________________________ 
Neil Biskind, Biskind, Hunt & Sermo, PLC, Attorney 
    Date 
 
 
 
 
 
 
 
 
 
 
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4/26/2025
4/28/2025

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 
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4/24/2025
4/24/2025

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Water 
1. 12” DIP Water line to be installed in Northern Avenue.  Tie into exiting 12” waterline 
extending from 186th Lane. in Lower Buckeye Road.  Includes all water line fittings, and 
flushing valve. 
Storm Drain 
1. Install catch basins along Northern Avenue per plans. 
2. Install concrete box culvert with headwalls to extend across Citrus Road. 
3. Install scuppers and catch basins along Citrus Road per plans. 
Dry Utilities 
1. Full improvements within the ROW and PUE limits for electrical conduit, cable TV 
conduit, phone conduit, and gas as required by service providers. 
Streets 
1. Half street improvements for Northern Avenue (from the Perryville Road alignment to 
the Northern Avenue and Citrus Road intersection) to include grading, curb, sidewalk, 
street lights, pavement, signage and striping. 
2. Half street improvements for Citrus Road (from the Northern Avenue and Citrus Road 
intersection to the Citrus Road and Seldon Road intersection) to include grading, curb, 
sidewalk, street lights, pavement, signage and striping. 
3. Removal and addition of new pavement beyond the half street section line to tie into 
existing pavement east on Citrus Road and south on Northern Avenue. 
SWPPP 
1. Dust control, construction entrance, wash basin, filter fabric, straw bale, waddle 
barriers, silt fence and wash out areas per plan. 
Landscaping and Site Electrical 
1. All landscaping and irrigation per landscape plans for half street improvements along 
Northern Avenue and Citrus Road per plan. 
2. Electrical pedestal per site electrical plan. 
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N. CITRUS RD
MARICOPA COUNTY MUNICIPAL
WATER CONSERVATION
DISTRICT NUMBER 1
APN: 502-19-028
W. NORTHERN AVE
5'X6' CONC BOX
CULVERT
REMOVE EXISTING BOX
CULVERT AND HEADWALL
55.0'
EX ROW
33.0' EX
ROW
33.0' EX
ROW
65.0'
ROW
40.0'
EX ROW
65.0'
ROW
33.0'
EX
ROW
65.0'
ROW
EXISTING
ASPHALT
EXISTING
ASPHALT
40.0'
EX ROW
EXTEND 5'H X 6'W
CONC BOX CULVERT
EXISTING
ASPHALT
REMOVE EXISTING
HEADWALL AND
CONSTRUCT NEW
Designer:
Drawn by:
Project:
Sheet No.
Job No.
Call at least two full working days
before you begin excavation.
Dial 8-1-1 or 1-800-STAKE-IT (782-5348)
In Maricopa County: (602)263-1100
w w w . e p s g r o u p i n c . c o m
T:480.503.2250
F:480.503.2258
|
1130 N Alma School Road
Suite 120
Mesa, AZ 85201
20-1596 - White Tank Foothills Ph 3B
White Tank Foothills Ph 3B
Citrus Road and Northern Avenue
Maricopa County, Arizona
EPS
EPS
20-1596
of 1
1
1
EXB01
Exhibit C - Limited Intersection Build-out
N.T.S.
VICINITY MAP
N. CITRUS RD
W. NORTHERN AVE
W. OLIVE AVE
N. PERRYVILLE RD
SEC. 34,
T.3 N., R.2 W.
30
scale: 1" = 30'
0
30
60
feet
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