AMR AGREEMENT FINAL 10.27.22.PDF
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Maricopa County Agenda Number C-78-22-
MC10196
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AGREEMENT BETWEEN
MARICOPA COUNTY
AND
AMERICAN MEDICAL RESPONSE OF MARICOPA, LLC
This Agreement (“Agreement”), effective on the date last signed below, is between Maricopa
County, a political subdivision of the state of Arizona (“COUNTY”) and American Medical
Response of Maricopa, LLC, a foreign limited liability company (“AMR”).
COUNTY is authorized to enter into this Agreement pursuant to A.R.S. §11-201 and §11-251.
The purpose of this Agreement is to fulfill the need for the establishment and maintenance of
modern and reliable radio communication systems for AMR and COUNTY. Use of AMR sites by
COUNTY and use of COUNTY sites by AMR will enhance the communication systems of both
parties.
THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:
1. Site Availability. This Agreement includes all COUNTY and AMR radio sites where
space and technical parameters allow non-interfering operation between existing services
and any new services proposed by COUNTY or AMR. COUNTY and AMR will make its
respective radio sites available for the co-location of the radio communications equipment
of the other, to the fullest extent that is technically and legally feasible, pursuant to the
terms of this Agreement.
2. Site-Specific Terms. COUNTY and AMR will enter into a Site-Specific Supplemental
Agreement (“SSSA”) for each site utilized under this Agreement. SSSAs will be reviewed
and updated as needed by COUNTY and AMR.
3. Definitions. The agency whose site is utilized will be referred to as the “Host Agency”
and the agency utilizing the site will be referred to as the “Benefiting Agency” in this
Agreement and any SSSAs.
4. Component Costs. Unless otherwise specified in SSSAs, all radio communications system
components will be provided by the Benefiting Agency and the cost of planning,
construction, installation, operation, engineering and maintenance of those systems will
be borne by the Benefiting Agency. If any improvements that exist on the sites need to be
removed and/or relocated to construct or install the Benefiting Agency’s equipment and/or
communication systems, the removal and/or relocation of the improvements and the
associated costs shall be borne solely by the Benefiting Agency.
5. Benefiting Agency Obligations. The Benefiting Agency agrees to:
(a) Provide maintenance for Benefiting Agency’s radio communications equipment
using agency personnel or technical personnel from an outside service provider
acceptable to the Host Agency. A Benefiting or Host Agency representative must
be present when work is performed by an outside service provider.
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(b) Contact the Host Agency to coordinate installation or removal of equipment.
Installation and construction of the communication systems and equipment on the
sites is contingent upon Benefiting Agency obtaining all legally required permits
and approvals from the appropriate local jurisdiction. Approval of an SSSA or any
amendment to an SSSA shall not be considered the granting of a permit or receipt
of any type of approval from the Host Agency or the agency with jurisdiction.
(c) Provide the Host Agency with current copies of FCC/NTIA licenses needed to
operate radio communications equipment.
(d) Notify the Host Agency when entering or leaving Host Agency’s buildings.
(e) Obtain any right-of-way or access agreements necessary for Benefiting Agency or
its outside service providers to access a radio communications site.
(f) Ensure installed equipment meets all Motorola R56 2017 requirements and any
other installation standards set forth by Host Agency.
(g) Be responsible for providing quality control by means of physical inspections, radio
acceptance, and other testing to ensure the installation of equipment meets Host
Agency and FCC/NTIA standards.
(h) Benefiting Agency shall ensure the security of the sites and will not allow
unauthorized persons to have access thereto. Benefiting Agency will not allow
nonofficial use of the sites without prior written consent of the Host Agency.
(i) Upon request from Host Agency, provide copies of as-built drawings to Host
Agency. Construction or installation or communication systems shall not cause
interference with communication systems or equipment already on the site and the
parties shall work together to ensure all communication systems work without
interference.
(j) Obtain approval from Host Agency before making any changes (with the exception
of normal maintenance and upkeep) to the equipment installed at the sites as
described in the SSSAs.
(k) Repair any adverse effects (including, but not limited to, radio frequency
interference) caused by Benefiting Agency’s equipment. Host Agency will notify
Benefiting Agency of any adverse effects reported to it by external entities.
(l) Use the site solely for communication systems for public safety and welfare and
those uses necessary to operate such communication systems. This Agreement does
not expressly or impliedly authorize the Benefiting Agency to install additional
communication systems on the sites outside of any replacement/upgrade
components to its communication systems already in place on a site pursuant to an
SSSA or any amendment thereto. Should additional communication systems need
to be added to any site, the parties shall enter into a new SSSA or amend the SSSA
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that pertains to the particular site. This Agreement shall be considered automatically
revoked without further action by the Host Agency if the unauthorized use is not
corrected within thirty (30) days after written notice, pursuant to Section 14 below,
is received by the Benefiting Agency.
(m) If the site will require upgrades, improvements, and/or retrofits to accommodate the
communication systems, then Benefiting Agency shall, at its sole cost and expense,
reimburse Host Agency for the cost to design, permit, and construct the upgrades,
improvements, and/or retrofits.
(n) Pay, or cause to be paid, taxes of whatever character which may be levied or
charged upon the rights of the Benefiting Agency to use the site and/or the
communication systems pursuant to this Agreement.
(o) Pay for any and all costs and expenses associated with the planning, construction,
installation, operation and maintenance of the Benefitting Agency’s communication
systems. If any improvements currently existing on the sites need to be removed
and/ or relocated to construct and/or install the Benefitting Agency’s communication
system, the removal and relocation of the improvements and the costs associated
therewith shall be borne solely by the Benefiting Agency.
6. Host Agency Obligations. The Host Agency agrees to:
(a) Provide engineering and rigger services, if requested and available by Benefiting
Agency, to install radio communications equipment, antennas, and antenna feed
lines. Benefiting Agency will reimburse Host Agency for these and any other
Additional Services as described in Paragraph 8.
(b) Contact any associations and/or landlords (e.g., BLM, Forest Service, State Land)
to obtain any necessary permissions for this additional use and submit to the
Benefiting Agency for reimbursement any additional costs to these entities caused
by the Benefiting Agency’s installation of equipment.
(c) Provide commercial AC power and, where available, standby AC power at cost. No
markup of utility charges will occur and the total due will be the net amount per
billing period from all sites under this Agreement and associated SSSAs. Other
power arrangements may be agreed upon within the SSSAs.
(d) Review and approve of the communication systems and equipment preliminary
placement design within a reasonable time from submittal.
(e) Provide access to and from the sites for construction, installation, operation and
maintenance of the communication systems.
(f) Building and tower space, if requested and available, to install the Benefitting
Agency’s communication systems.
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7. Entry and Inspection. The Host Agency shall have the right at all times to enter onto and
inspect the sites and the communication systems and equipment on the sites. Host Agency
will notify Benefiting Agency of any unsatisfactory condition relative to the construction,
management, operation and maintenance of the sites and the communication systems and
equipment on the sites. Benefiting Agency shall take immediate action to correct such
condition(s) at Benefiting Agency’s expense.
8. Litter and Trash Removal. All trash and debris on the Host Agency property caused by
Benefiting Agency must be removed from the Host Agency property by Benefitting
Agency and disposed of in an appropriate manner. No Benefitting Agency equipment or
materials shall be stored outside of any enclosure.
9. Additional Services. Should the Host Agency be asked to perform any additional
installation, maintenance, or other tasks (“Additional Services”), the Benefiting Agency
will reimburse the Host Agency for all Additional Services requested at the current rates
in effect:
(a) For each hour of employee time plus all related expenses for each class of employee
engaged in the Additional Services. Authorized overtime must be reimbursed at one
and one-half times the hourly rate.
(b) For all parts or supplies purchased by the Host Agency to provide Additional
Services. This will include actual costs incurred for the purchase of all parts or
supplies plus any taxes, shipping, or other fees charged by the vendor. Neither
agency will charge any subsequent mark-up, administrative, or handling charges on
any parts or supplies purchased to perform the Additional Services.
10. Host Availability. Host Agency will provide the Additional Services Monday through
Friday 8:00am to 4:00pm (excluding State holidays), with the following exceptions:
(a) Fixed radio equipment maintenance services twenty-four hours per day, seven days
per week, to be billed pursuant to Paragraph 13. Anticipated response time for
Network Operations Center (“NOC”) to conduct initial investigation of fixed
equipment outage will be one hour. However, actual repair time will depend on the
nature of the issue, availability of repair parts, and the location and accessibility of
the site.
(b) Anticipated response time for engineering design will be on an availability basis.
11. Attachments. Contact information for both parties at the time of the execution of this
Agreement is included as “Attachment 1”. Both parties must provide written notice of any
changes to contact information to the other party as soon as reasonably possible. Current
rates in effect for services rendered by COUNTY at the time of the execution of this
Agreement are included as “Attachment 2”. COUNTY may change these rates with sixty
days written notice. Tower Layout is included as “Attachment 3”. Rack Layout is included
as “Attachment 4”. Wireless Systems Service Charge is included as “Attachment 5”.
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Updates to Attachment 1, Attachment 2, Attachment 3, Attachment 4 or Attachment 5
will not be considered alterations to the Agreement for the purposes of Paragraph 19 and
may be administered pursuant to Paragraph 43.
12. Upgrade Requirement. The Host Agency may, at its discretion, designate certain
equipment installed by the Benefiting Agency at Host’s sites to be obsolete and/or
incompatible with the operation of the Host’s communications system. The Benefiting
Agency agrees to purchase and install replacement equipment within twelve months of
written notice from the Host Agency. Failure to do so will result in removal of the
designated obsolete/incompatible equipment and disabling of the communications
functions provided by that equipment at Benefiting Agency’s expense.
13. Site Billing. The Host Agency will submit an invoice to the Benefiting Agency on an
annual basis for site billing as described in the SSSAs. The final total will be the net
amount due after all site-specific costs are computed. The invoice will include a list of all
sites for which fees are charged and the specific amount charged for each site. Unless
otherwise agreed upon, invoices will be transmitted electronically via email and payment
will be remitted via electronic funds transfer. Payment for the first year for any individual
site will be prorated from the date last signed below to the end of the COUNTY fiscal
year, which ends June 30. Thereafter, annual fees will be assessed July 1 – June 30.
Payments will be due by July 31. Other payment arrangements may be agreed upon within
the SSSAs.
14. Service Billing. The Host Agency will submit an invoice to the Benefiting Agency on a
quarterly basis for all services performed pursuant to this Agreement. The final total will
be the net amount due after all site-specific costs are computed. The billing will include a
description of the locations involved and services performed. Unless otherwise agreed
upon, billing will be transmitted electronically via email and payment will be remitted via
electronic funds transfer. Other payment arrangements may be agreed upon within the
SSSAs. All records regarding a bill or voucher, including employee time sheets and
accounting logs, must be retained in compliance with A.R.S. § 35-214.
15. Term and Termination. This Agreement commences on the date fully executed and will
expire on June 30, 2032. This Agreement may be renewed upon written notice one
hundred and twenty (120) days prior to the expiration date and upon mutual agreement of
the parties.
16. This Agreement may be terminated prior to the expiration date:
(a) By the COUNTY at the end of any fiscal year due to non-appropriation of funds
without any penalty or liability to the COUNTY.
(b) By either party by written notice to the other party at any time upon at least sixty
(60) days prior to the effective date of such termination.
(c) By either party for failure of the other party to comply with specific requirements
of this Agreement which will constitute an event of default. A party shall provide
written notice of default to the other party in accordance with the terms of this
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Agreement. A failure of the defaulting party to cure the default within thirty (30)
days of receipt of the written notice will be sufficient cause for termination of this
Agreement. Notwithstanding the foregoing, if the default cannot reasonably be
cured within the thirty (30) day period, the parties may mutually agree to extend the
time period to cure the default.
(d) In the event the defaulting party fails to perform its obligations under this
Agreement, is in default and fails to cure the default, the other party may, at its
option, terminate this Agreement and may, but shall not be required to, exercise any
remedies now or hereafter available at law or in equity.
17. Ownership of Communication Systems. It is expressly understood and agreed that the
Benefiting Agency retains title to all equipment installed by it and may modify, replace
or remove such equipment when necessary. The parties acknowledge that all
communication systems of the Benefiting Agency shall be deemed personal property of
the Benefiting Agency.
18. Return of Property. Upon termination or expiration of this Agreement, property used to
provide the above-stated services which belong to AMR or COUNTY will, within a
reasonable time period not to exceed ninety (90) days, be removed from service by the
Benefiting Agency or at the Benefiting Agency’s expense and returned to the respective
owner or to a mutually-agreed-upon location.
19. Return of Premises. At the termination or expiration of this Agreement, Benefiting
Agency, at its sole cost, shall remove the communication systems and equipment and restore
the site to as similar condition as possible as prior to the installation as directed by Host
Agency within sixty (60) days, weather permitting. If the removal and restoration cannot
reasonably be completed within the sixty (60) day period, the parties may mutually agree
to extend the time period.
20. Alteration in Writing, Notice. Upon execution of this Agreement, all previous
understandings and agreements, whether written or oral, between the parties with respect
to the subject matter of this Agreement are terminated. This Agreement may be amended
or changed only upon written agreement executed by both parties.
(a) Any notice or other communications required under this Agreement will be made
in writing and addressed to the following:
COUNTY
Maricopa County Board of Supervisors
301 W Jefferson St.
Phoenix, AZ 85003
With Copies to:
Director, Real Estate Department
Maricopa County
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2801 West Durango Street
Phoenix, AZ 85009
Director of Wireless Communications Services
Maricopa County
3324 West Gibson Lane
Phoenix, AZ 85009
AMR
American Medical Response of Maricopa. LLC
617 W. Main
Mesa, AZ 85201
(b) Notice Requirements. All notices required or permitted by this Agreement or
applicable law shall be in writing and may be delivered in person (by hand or
by courier) or may be sent by certified mail, return receipt requested, or U.S.
Postal Service Express Mail or other overnight courier, with postage prepaid,
and shall be deemed sufficiently given if served in a manner specified in this
Section. The addresses specified in this Section shall be that party's address for
delivery or mailing of notices. Either party may by written notice to the other
specify a different address for notice.
(c) Date of Notice. 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. Notices delivered by United States Express
Mail or overnight courier that guarantee next day delivery shall be deemed given 24
hours after delivery of the same to the Postal Service or courier.
21. SSSA Creation and Modification. SSSAs may be created or modified by COUNTY or
AMR and will be incorporated into this Agreement upon approval of each party.
22. Third Party Agreements. Unless otherwise explicitly stated in a SSSA, the Benefiting
Agency is not granted the authority to enter into any other agreement with a third party to
install new communication equipment at the Host Agency’s sites without formal written
approval from the Host Agency.
23. 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 attorneys’ 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 which result in
vicarious/derivative liability to the indemnitee, are caused by the act, omission,
negligence, misconduct, or other fault of the indemnitor, it's officers, officials, agents,
employees or volunteers.
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24. Conflict of Interest. The requirements of A.R.S. §38-511 apply to this Agreement. Either
party 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 such party is, at any time while this Agreement or any extension
is in effect, an employee or agent of the other party with respect to the subject matter of
this Agreement.
25. Arbitration. The parties to this Agreement agree to resolve all disputes arising out of or
relating to this Agreement through arbitration, after exhausting applicable administrative
review, to the extent required by A.R.S. §12-1518 except as may be required by other
applicable statutes.
26. Non-Discrimination. The parties shall comply with Executive Order 2009-09, which
mandates that all persons, regardless of race, color, religion, sex, age, national origin, or
political affiliation, shall have equal access to employment opportunities, and all other
applicable State and Federal employment laws, rules, and regulations, including the
Americans with Disabilities Act. The parties shall take affirmative action to ensure that
applicants for employment and employees are not discriminated against due to race, creed,
color, religion, sex, national origin, or disability.
27. Records Retention. Pursuant to A.R.S. §35-214, both parties shall retain and shall
contractually require each subcontractor to retain all data, books, and other records
(collectively “Records”) relating to this Agreement for a period of five years after
completion of the Agreement. All Records shall be subject to inspection and audit by the
State at reasonable times. Upon request, the parties shall produce the original of any or all
such Records.
28. Allocation of Funds. Every payment obligation of COUNTY under this Agreement is
conditioned upon the availability of funds appropriated or allocated for the payment of
such obligation. If funds are not allocated and available for the continuance of the
Agreement, this Agreement may be terminated by COUNTY, as the case may be, at the
end of the period for which funds are available. No liability shall accrue to COUNTY in
the event this provision is exercised, and neither COUNTY shall not be obligated or liable
for any future payments or for any damages as a result of termination under this paragraph.
29. Compliance with Laws. Each party shall comply with all federal, state and local laws,
rules, regulations, standards and Executive Orders in fulfillment of this Agreement. Any
changes in the governing laws, rules and regulations during the term of this Agreement
shall apply and do not require an amendment to this Agreement.
30. Employer Sanctions Law.
Both parties warrant that they are in compliance with A.R.S. § 41-4401 and further
acknowledge:
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That each party and its subcontractors, if any, warrant their compliance with all
federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214, Subsection A;
That a breach of a warranty under this Section shall be deemed a material breach
of the contract that is subject to penalties up to and including termination of the
Agreement; and
That each party retains the legal right to inspect the papers of the other party or its
subcontractor’s employee(s) who work under this Agreement to ensure that the
party or subcontractor is complying with the warranty provided under this Section
and that each party agrees to make all papers and employment records of said
employee(s) available during normal working hours in order to facilitate such an
inspection.
31.
Insurance. COUNTY is self-insured. During the entire time that this Agreement
is in force, each party, at its sole cost and expense, shall carry and maintain levels of
insurance that are considered standard for the uses and responsibilities set forth in this
Agreement.
(a) If, during the term of this Agreement, any property, buildings, fixtures, equipment
or improvements under control of the Benefiting Agency shall be destroyed or
damaged in whole or in part by fire or any other cause, except condemnation, the
Benefiting Agency shall give immediate notice to Host Agency. Benefiting Agency
shall immediately secure the area to prevent injury, vandalism and further damage
to person, improvements and contents thereof. In the event the property, buildings,
equipment or improvements were destroyed or damaged due to the act, negligence
or omission of the Benefitting Agency, its employees or contractors, the Benefiting
Agency, at its discretion, may restore the premises at least to the extent permitted
by insurance proceeds. The Benefiting Agency shall be responsible for cleaning-
up and restoring the premises to a condition reasonable under the circumstances
and acceptable to Host Agency. If the communication systems are capable of
restoration within ninety (90) days of the damage or destruction to the real property
and/or the improvements thereon, and if the Benefiting Agency determines it will
restore the communication systems, this Agreement shall continue in full force and
effect.
(b) If Benefiting Agency can demonstrate and Host Agency may corroborate, that the
communication systems are not capable of restoration within ninety (90) days of
the damage or destruction to the real property and/or the improvements thereon,
Benefiting Agency shall have the right to terminate this Agreement or install a
temporary facility, subject to the permit and approval requirements of this
Agreement, for such length of time as necessary to complete restoration and resume
operation.
(c) If Benefiting Agency determines it will restore the communication systems,
Benefiting Agency shall, as soon after damage as possible, apply for all required
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permits of whatever nature to restore damaged improvements, and complete
restorations within a date mutually agreeable to the parties. Should such damage
or destruction occur within twelve (12) months of the Agreement’s normal
termination date, the parties may mutually agree to the extent of the restoration, if
any.
32. Environmental Compliance. If activities of the Benefiting Agency result in adverse
environmental impacts on any site, the Benefiting Agency will be fully accountable for
any resulting site assessment and cleanup cost required to restore the property. Host
Agency will not seek compensation or restitution from Benefiting Agency as a
“Potentially Responsible Party” for any release of a contaminant/hazardous substance on
the premises prior to the effective date of this Agreement.
(a) Subject to the provisions set forth herein, Host Agency agrees the Benefiting
Agency may use, generate, and store any hazardous material at or on the sites as
long as it is solely for the construction and/or installation, operation and
maintenance of the communication systems.
(b) Benefiting Agency shall provide to Host Agency, in writing, a complete list
identifying all hazardous material or petroleum products and approximate
quantities to be brought on site and when such products will be removed.
(c) Additionally, Benefiting Agency shall prepare and implement any necessary
remediation action plan in accordance with all applicable federal, state, and city
statutes, laws, ordinances, rules and regulations. Benefiting Agency shall keep
Material Safety Data Sheets documents on site for those materials and products.
(d) Benefiting Agency shall report to Host Agency within twenty-four (24) hours of
knowledge of any event or occurrence at the sites which may or does result in
pollution or contamination adversely affecting lands, water or facilities owned or
managed by the Host Agency, including the facilities which are subject of this
Agreement.
(e) Benefiting Agency shall protect, defend, indemnify and hold harmless Host Agency
from and against all liabilities, costs, charges and expenses, including civil or
criminal penalties, attorneys’ fees and court costs arising out of or related to any
activity involving or use of a regulated substance under any applicable federal,
state, or local environmental laws, regulations, ordinances or amendments thereto
because of: (a) any such substance that came to be located on any site and/or the
communication systems due to Benefiting Agency’s use or occupancy of the sites
pursuant to the terms of this Agreement, any SSSA or any amendment(s) to this
Agreement or any SSSA; or (b) any release, threatened release or escape of any
substance in, on, under or from said site that is caused, in whole or in part, by any
conduct, action or negligence of the Benefiting Agency.
For the purposes of this Agreement, the term “regulated substances” shall include
substances defined as “regulated substances,” “hazardous waste,” “hazardous
substances,” “hazardous materials,” “toxic substances” or “pesticides” in the
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Resource Conservation and Recovery Act, as amended by the Hazardous and Solid
Waste Amendments of 1984, the Comprehensive Environmental Response,
Compensation and Liability Act, as amended in 1986 to include Superfund
Amendments and Reauthorization Act, the Hazardous Materials Transportation
Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and
Rodenticide Act, the relevant local and state environmental laws, and the
regulations, rules and ordinances adopted and publications promulgated pursuant
to the local, state, and federal laws. This indemnification shall include, without
limitation, claims or damages arising out of any violations of applicable
environmental laws, regulations, ordinances, rules or subdivisions thereof. This
environmental indemnity shall survive the expiration or termination of this
Agreement or any amendment thereto and/or any transfer of all or any portion of
the sites and shall be governed by the laws of the State of Arizona, if applicable.
Benefiting Agency accepts sole responsibility and liability for all wastes produced
by its operation, activities and occupation of the premises and shall comply with all
applicable laws concerning such wastes, including federal, state, and local
regulatory requirements. Any such waste must be disposed of in compliance with
the above.
(f) Benefiting Agency agrees it shall be solely responsible for and assumes all
responsibility for the actions of Benefiting Agency, its agents, employees and
contractors in generating, storing, releasing, placing or allowing to remain on the
property any hazardous substances, hazardous wastes, or toxic substances
(hereinafter collectively referred to as “Hazardous Substances”), as those terms as
defined and regulated under CERCLA, 42 U.S.C. 9601 et seq., RCRA, 42 U.S.C.
6901 et seq., or TSCA, 15 U.S.C. 2601 et seq. Benefiting Agency further agrees to
comply with all environmental laws and regulations and to take such other actions
as may be reasonably required to protect against environmental liabilities. Any
such “hazardous substances” must be disposed of pursuant to and in compliance
with all required laws and regulations concerning the use and disposal of such
substances.
(g) Management and proper disposal of all hazardous material is the responsibility of
Benefiting Agency. Benefiting Agency must keep appropriate and required
documentation relating to the management and disposal of all hazardous material.
(h) Host Agency agrees to defend, indemnify, and hold harmless Benefiting Agency
and its officials, electeds, agents and employees against all loss, liability, or expense
relating to personal, property, or economic injury arising from the presence of
Hazardous Substances located on any site (other than any such Hazardous
Substances generated, stored, released, placed or allowed to remain on the property
by the Benefiting Agency, its officials, electeds, agents, employees and contractors
in violation of the law).
(i) If Host Agency or Benefitting Agency engage in for-profit activity and have ten
(10) or more employees, and if this Agreement has a value of one hundred thousand
dollars ($100,000) or more, Host Agency or Benefitting Agency certify it is not
currently engaged in and agree for the duration of this Agreement to not engage in,
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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.
33. No Assignment. Neither party to this Agreement shall assign any of the rights received
pursuant to the terms of this Agreement without the prior written consent of the other party.
34. No Partnership or Joint Venture. Nothing contained in this Agreement shall create any
partnership, joint venture or other such arrangement between the parties. Except as
expressly provided herein, no term or provision of this Agreement is intended or shall be
for the benefit of any person or entity not a party hereto, and no such other person or entity
shall have any right or cause of action hereunder.
35. Venue; Governing Law. The proper venue for any proceeding at law or in equity shall be
Maricopa County, Arizona and the parties hereby waive any right to object to venue. This
Agreement shall be construed in accordance with and be governed by the laws of the State
of Arizona.
36. Entire Agreement. This Agreement, together with any exhibits attached hereto, constitutes
the entire agreement between the parties and sets forth all of the covenants, promises,
agreements, conditions and understandings between the parties, and there are no
covenants promises, agreements, conditions or understandings, either oral or written,
between the parties other than as set forth herein. 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 drafting party. This Agreement cannot be
modified or changed except by a written instrument executed by both parties. Each party
has reviewed this Agreement and has had the opportunity to have it reviewed by legal
counsel. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement. This Agreement does not create a
duty or responsibility unless the intention to do so is clearly and unambiguously stated in
this Agreement.
37. Waiver. Waiver by either party of any breach of any term, condition or covenant herein
contained shall not be deemed to be a waiver of any other term, condition or covenant
herein, or of a subsequent breach of any term, covenant or condition herein. Either party's
consent to, or approval of, any subsequent or similar act shall not be deemed to render
unnecessary the obtaining of either party's consent to, or approval of, any subsequent or
similar act by the other, to be construed as the basis of an estoppel to enforce the provision
or provisions of this Agreement requiring such consent.
38. Severability. Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be valid under applicable law, but if any provision shall be invalid or
prohibited thereunder, such provision shall be ineffective to the extent of such prohibition
or invalidation but shall not invalidate the remainder of such provision or the remaining
provisions of this Agreement.
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39. Authority to Execute. Each party represents and warrants that the person who executes
this Agreement is duly authorized to execute and deliver this Agreement on behalf of said
entity, and that all approvals have been obtained and that this Agreement is binding on said
entity in accordance with its terms. On or before the date of execution of this Agreement,
AMR shall deliver to COUNTY proof of such authority to execute and deliver, such as
bylaws or resolutions.
40. Headings. Sections and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.
41. Cooperation. The parties agree to cooperate in the execution and/or delivery to each other
such other instruments and documents as may be reasonably necessary to fulfill the
covenants and obligations to be performed by the parties pursuant to this Agreement.
42. Agreement as License. The Parties intend and mutually agree that this Agreement shall be
construed as a mere license by Host Agency to Benefiting Agency to install the
communication systems and equipment and operate them. This Agreement shall not be
construed as a lease, sublease, rental agreement or easement. It is understood and
mutually agreed that Host Agency has no interest whatsoever in the communication
systems or equipment.
43. Counterparts. 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. Electronic signatures shall have the same force and effect as original
signatures.
44. Administration of Agreement. The Assistant County Manager for Maricopa County
and/or the Real Estate Director for Maricopa County shall administer this Agreement.
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IN WITNESS WHEREOF, the parties hereto agree to carry out the terms of this Agreement and
have executed this Agreement the day and year last signed below.
MARICOPA COUNTY, a political subdivision of the State of Arizona
By: Bill Gates
Date
Chairman of the Board of Supervisors
ATTEST:
Clerk of the Board
Date
APPROVED AS TO FORM:
Deputy County Attorney
Date
American Medical Response of Maricopa, LLC
________________________________
By:
Glenn Kasprzyk,
Date
President Southwest Region
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10/19/2022
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10/27/2022
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ATTACHMENT 1
Contact Information for AMR
AMR Wireless Systems Bureau Manager
Fax:
AMR Network Operations Center
AMR Security (after work hours)
AMR Billing email address
Contact Information for COUNTY
General Contact
Maricopa County Real Estate Department
ATTN: Director of Real Estate
2801 West Durango St
Phoenix, AZ 85009
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ATTACHMENT 2
COUNTY BILLING RATES
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ATTACHMENT 3
TOWER LAYOUT
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ATTACHMENT 4
RACK LAYOUT
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ATTACHMENT 5
WIRELESS SYSTEMS SERVICE CHARGE
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