AGREEMENT.PDF

4691279.1
1/8/20
AGREEMENT
BETWEEN MARICOPA COUNTY
AND
BUCKEYE WATER CONSERVATION & DRAINAGE DISTRICT
FOR PRIVATE IRRIGATION AND RECONFIGURATION AND RELOCATION
FOR IMPROVEMENTS TO:  MC85:  95TH AVE. TO 107TH AVE.
(TT0511)
This Agreement (Agreement) is between Maricopa County, a political subdivision of the 
State of Arizona (County), and the Buckeye Water Conservation and Drainage District, a political 
subdivision of the State of Arizona (BWCDD).  The County and BWCDD are collectively referred 
to as the Parties or individually as a Party.
STATUTORY AUTHORIZATION
1.
A.R.S. Section 11-251 and Sections 28-6701, et seq., authorize the County to lay out, 
maintain, control and manage public roads within the County.
2.
A.R.S. Section 11-951, et seq., authorizes public agencies to enter into Intergovernmental 
Agreements for the provision of services or for joint or cooperative action.
BACKGROUND
3.
Maricopa County Department of Transportation (MCDOT) will be improving MC 85 from 
95th Avenue to a point just west of 107th Avenue in the near future in the manner set forth 
in the approved 100% construction plans for MCDOT Project TT0511, dated January 23, 
2020.
4.
Plans for MCDOT Project TT0511 (Project) call for relocation of the private irrigation 
structure (open ditch) (Private Irrigation Ditch) that crosses the parcels known as Assessor 
Parcel Numbers 105-15-006G, 101-15-005W, 101-15-002A, 101-15-0018, 101-14-008P, 
101-14-008Q, in advance of the roadway construction; and to accommodate the relocation 
of the Private Irrigation Ditch.  Maricopa County has acquired Temporary Construction 
Easements (TCE) on the Properties where the relocation construction will occur in 
accordance with the George Cairo Engineering Irrigation Plans (Cairo Plans) set forth in 
Exhibit A.
5.
MCDOT is responsible to pay for the design, relocation and construction of the Private 
Irrigation Ditch as set forth in Exhibit A, which is attached hereto and made a part hereof.

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6.
The County is not responsible for the operation and maintenance of the Private Irrigation 
Ditch.
PURPOSE OF THE AGREEMENT
7.
The purpose of this Agreement is to identify and define the responsibilities of the County 
and BWCDD for the Private Irrigation Ditch design, relocation and construction.
NOW THEREFORE, in consideration of the promises and covenants set forth below, and 
other good and valuable consideration, the receipt and sufficiency of which is hereby 
acknowledged, the Parties hereby agree as follows:
TERMS OF THE AGREEMENT
8.
Responsibilities of the County:
8.1
The County delegates to BWCDD overall responsibility for overseeing BWCDD’s 
contractor and managing the construction activities related to the relocation of the 
Private Irrigation Ditch, except for any retention basins.
8.2
The County shall issue no-cost permit(s) and provide necessary survey markings to 
BWCDD, or its contractor(s), required to perform the work necessary to complete 
the relocation of the Private Irrigation Ditch.  The County shall assist BWCDD in 
applying for and obtaining such permit(s).
8.3
Immediately upon execution of this Agreement, the County shall deposit with 
BWCDD funds equal to the full amount of the cost of the project ($1,394,810.32).
9.
Responsibilities of BWCDD:
9.1
BWCDD shall construct the relocated Private Irrigation Ditch in accordance with 
the Cairo Plans, per the terms and conditions set forth in Exhibit B.
9.2
BWCDD shall apply for and obtain any no-cost permit(s) or approvals required to 
allow BWCDD to perform work within Maricopa County ROW.
9.3
BWCDD shall use the funds deposited pursuant to paragraph 8.3 above, to pay for 
the cost of the design, relocation and construction of the Private Irrigation Ditch.
9.4
BWCDD shall reimburse the County in the event BWCDD does not perform the 
work or any remaining amount of the deposit not utilized for the design, relocation 
and construction of the Private Irrigation Ditch.
9.5
BWCDD shall act in a reasonable manner that is consistent with the intent and 
purpose of this Agreement and with BWCDD’s acknowledgment that BWCDD has 
no authority to enter into any contracts with respect to land sales, exchanges, or 
other uses that purport to bind or otherwise obligate the County.

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GENERAL TERMS AND CONDITIONS
10.
By entering into this Agreement, the Parties agree that to the extent permitted by law, each 
Party will indemnify, defend and save the other Party harmless, including any of the other 
Party’s departments, agencies, officers, employees, elected officials or agents, for, from 
and against all loss, liability, expense, damage or claim of any nature whatsoever which is 
caused by any activity, condition or event arising out of the negligent performance or 
nonperformance by the indemnifying Party of any of the provisions of this Agreement, 
except to the extent such injury or damage as shall have been caused or contributed to by 
the negligence of the other Party.  The damages which are the subject of this indemnity 
shall include but not be limited to the damages incurred by any Party, its departments, 
agencies, officers, employees, elected officials or agents.  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.
11.
This Agreement shall be effective as of January 1, 2020, and remain in full force and effect 
until BWCDD completes the construction and relocation of the Private Irrigation Ditch or 
until this Agreement is otherwise terminated.  Any Party may terminate this Agreement 
upon furnishing the other Party with a written notice at least thirty (30) days prior to the 
effective termination date.
12.
This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
13.
The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further 
acknowledge that:
13.1
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. Section 
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.
13.2
Any breach of the warranty shall be deemed a material breach of the contract that 
is subject to penalties up to and including termination of the contract.
13.3
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.
13.4
Nothing in this Agreement shall make any contractor or subcontractor an agent or 
employee of the Parties to this Agreement.
14.
Each Party to this Agreement warrants 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 is suspended or debarred by any federal agency which has 
provided funding that will be used in the Project described in this Agreement.

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15.
Each of the following shall constitute a material breach of this Agreement and an event of 
default (Default) hereunder: A Party’s failure to observe or perform any of the material 
covenants, conditions or provisions of this Agreement to be observed or performed by that 
Party (Defaulting Party), where such failure shall continue for a period of thirty (30) days 
after the Defaulting Party receives written notice of such failure from the nondefaulting 
Party 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, but the total aggregate cure period shall not 
exceed ninety (90) days unless the Parties agree in writing that additional time is reasonably 
necessary under such circumstances to cure such default.  In the event a Defaulting Party 
fails to perform any of its material obligations under this Agreement and is in Default 
pursuant to this Section, the nondefaulting Party, at its option, may terminate this 
Agreement.  Further, upon the occurrence of any Default and at any time thereafter, the 
nondefaulting Party may, but shall not be required to, exercise any remedies now or 
hereafter available to it at law or in equity.
16.
All notices required under this Agreement to be given in writing shall be sent to:
County:
Maricopa County Department of Transportation
Attn:  Utility Coordination Branch
2901 W. Durango Street
Phoenix, Arizona 85009
BWCDD:
Buckeye Water Conservation and Drainage District
Attn:  Noel Carter
205 E. Roosevelt Avenue
Buckeye, Arizona 85326
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, certified or 
registered mail or U.S. Postal Service Express Mail, with postage prepaid, and shall be 
deemed sufficiently given if served in a manner specified in this paragraph.  Either Party 
may by written notice to the other specify a different address for notice.  Any notice sent 
by registered or 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 courier that guarantee next day delivery shall 
be deemed given 24 hours after delivery of the notice to the Postal Service or courier.
17.
This Agreement does not imply authority to perform any tasks, or accept any responsibility, 
not expressly stated in this Agreement.

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18.
This Agreement does not create a duty or responsibility unless the intention to do so is 
clearly and unambiguously stated in this Agreement.
19.
This Agreement does not grant authority to control the subject roadway, except to the 
extent necessary to perform the tasks expressly undertaken pursuant to this Agreement.
20.
Any funding provided for in this Agreement, other than in the current fiscal year, is 
contingent upon being budgeted and appropriated by the Maricopa County Board of 
Supervisors and the BWCDD’s governing body in such fiscal year.  This Agreement may 
be terminated by any Party at the end of any fiscal year due to nonappropriation of funds.
21.
This Agreement shall be binding upon and inure to the benefit of the Parties and their 
respective successors and assignees.  Neither Party shall assign its interest in this 
Agreement without the prior written consent of the other Party.
22.
This Agreement and all Exhibits attached to this Agreement set forth all of the covenants, 
promises, agreements, conditions and understandings between the Parties to this 
Agreement, and there are no covenants, promises, agreements, conditions or 
understandings, either oral or written, between the Parties other than as set forth in this 
Agreement, and those agreements which are executed contemporaneously with this 
Agreement.  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.  This Agreement cannot be modified or changed except 
by a written instrument executed by all of the Parties hereto.  Each Party has reviewed this 
Agreement and has had the opportunity to have it reviewed by legal counsel.
23.
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.
24.
Wherever possible, each provision of this Agreement shall be interpreted in such a manner 
as to be valid under applicable law, but if any provision shall be invalid or prohibited under 
the law, 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.
25.
Nothing contained in this Agreement shall create any partnership, joint venture or other 
agreement between the Parties hereto.  Except as expressly provided in this Agreement , 
no term or provision of this Agreement is intended or shall be for the benefit of any person 
or entity not a party to this Agreement, and no such other person or entity shall have any 
right or cause of action under this Agreement.
26.
Time is of the essence concerning this Agreement.  Unless otherwise specified in this 
Agreement, the term “day” as used in this Agreement means calendar day.  If the date for 
performance of any obligation under this Agreement or the last day of any time period 
provided in this Agreement falls on a Saturday , Sunday or legal holiday, then the date for 
performance or time period shall expire at the close of business on the first day thereafter 
which is not a Saturday, Sunday or legal holiday.

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27.
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.
28.
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.  Faxed, 
copied and scanned signatures are acceptable as original signatures.
29.
The Parties agree to 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.
30.
The Parties hereby agree that the venue for any claim arising out of or in any way related 
to this Agreement shall be Maricopa County, Arizona.
31.
This Agreement shall be governed by the laws of the State of Arizona.
End of Agreement - Signature Page Follows

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IN WITNESS WHEREOF, the Parties have executed this Agreement.
BUCKEYE WATER CONSERVATION
  AND DRAINAGE DISTRICT, a political 
subdivision of the State of Arizona
Recommended by:
Accepted by:
Approved as to form:
By:
     Attorney for BWCDD
MARICOPA COUNTY, a political 
subdivision of the State of Arizona
Recommended by:
Accepted by:
Approved as to form:
By:
     Attorney for the County

Exhibit A – Page 1
EXHIBIT A

Exhibit B – Page 1
EXHIBIT B

Exhibit B – Page 2