CASITAS BONITAS IMP DIST BILLING AND OPERATIONS AGREEMENT - MARICOPA CO AND LIBERTY 10-28-21 - FINAL.PDF

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AGREEMENT FOR BILLING AND ROUTINE OPERATION AND 
MAINTENANCE SERVICES FOR THE CASITAS BONITAS 
SANITARY SEWER IMPROVEMENT DISTRICT 
 
This AGREEMENT FOR BILLING AND ROUTINE OPERATIONS AND 
MAINTENANCE SERVICES FOR THE CASITAS BONITAS SEWER SYSTEM dated 
this _____ day of November 2021 ("Agreement"), is between CASITAS BONITAS 
SANITARY SEWER IMPROVEMENT DISTRICT ("CBID") or (“District”), a county 
improvement district administered by the Office of the Superintendent of Streets of 
Maricopa County, Arizona, and LIBERTY UTILITIES (SUB) CORP ("Liberty"), an 
Arizona corporation. Liberty and CBID may be referred to individually as a "Party" or 
collectively as "Parties" in this Agreement. 
 
 
I. 
RECITALS. 
A. 
CBID is duly organized as a separate taxing district having powers granted 
to a municipal corporation under Title 48, Section 906 and in accordance with Title 48, 
Chapter 6, Arizona Revised Statutes to provide wastewater utility services to properties 
located within the Casitas Bonitas Subdivision (“Casitas Bonitas Subdivision”) legally 
described as follows: 
Lots 1 through 137 inclusive of Casitas Bonitas, a subdivision of part of the 
South Half of the Northeast Quarter (S½, NE¼) of Section 10, Township 
Two (2) North, Range One (1) West of the Gila and Salt River Base and 
Meridian, Maricopa County, Arizona as shown in Book 151, Map 48 of the 
Maricopa County Records. 
B. 
CBID owns and operates the Casitas Bonitas Subdivision wastewater 
collection system that serves the Casitas Bonitas Subdivision. CBID provides wastewater 
utility service to 137 residential lots within the Casitas Bonitas Subdivision.  CBID owns 
and operates all of the transmission and collection mains and pipelines, manholes, fittings, 
and/or all other related items of plant and infrastructure used to provide wastewater utility 
service to each lot within the District ("CBID Facilities"). 
C. 
The CBID Facilities do not include any facilities, pipes (laterals from 
structures to lot line or otherwise) or other infrastructure that are located on the residential 
customer side of the connection point with the CBID Facilities, which are the 
responsibility of and owned by the individual residential customer. 
D. 
Liberty is an Arizona corporation and is the parent company of Liberty 
Utilities (Litchfield Park Water & Sewer) Corp. (“Liberty Litchfield Park”). 
E. 
Liberty Litchfield Park is an Arizona public service corporation providing 
wastewater utility service in Maricopa County, Arizona pursuant to a Certificate of 
Convenience and Necessity (“CC&N”) granted by the Arizona Corporation Commission

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(“Commission”). Liberty Litchfield Park’s wastewater CC&N area is located adjacent to 
the Casitas Bonitas Subdivision. 
F. 
Liberty Litchfield Park provides bulk wastewater treatment services to 
CBID for the Casitas Bonitas Subdivision pursuant to an October 22, 2003 Agreement for 
Wholesale Wastewater Treatment Services (the “Bulk Agreement”) between Liberty 
Litchfield Park and CBID. Liberty Litchfield Park bills CBID monthly in accordance with 
its tariff approved by the Arizona Corporation Commission and the Bulk Agreement. 
G. 
CBID has approached Liberty Litchfield Park about the sale and transfer of 
the CBID Facilities to Liberty Litchfield Park and the extension of Liberty Litchfield Park’s 
wastewater CC&N to include the Casitas Bonitas Subdivision.  CBID and Liberty 
Litchfield Park are in the process of negotiating the transfer of the CBID Facilities to 
Liberty Litchfield Park. 
H. 
CBID has an existing agreement with First National Management Company 
(“FNM”) for the provision of billing, operation and maintenance services by FNM to CBID 
for wastewater service to the Casitas Bonitas Subdivision.  FNM will cease providing such 
services in November 2021.  As a result, CBID has requested that Liberty provide billing, 
operation and maintenance services to CBID. 
I. 
Liberty has agreed to provide billing, operation and maintenance services to 
CBID under the terms and conditions set forth in this Agreement for a period of 12 months 
from the date of this contract. 
 
 
II. 
AGREEMENT FOR SERVICES. 
 
Now, therefore, CBID and Liberty have entered into this Agreement for and in 
consideration of the terms, conditions, mutual covenants, warranties, and representations 
set forth below and agree as follows: 
 
A. 
Routine Operations and Maintenance Services.  Subject to the terms and 
conditions of this Agreement, Liberty agrees to provide the following routine operation 
and maintenance services (“O&M Services”) for the Casitas Bonitas Sewer System.  
Liberty shall provide only the following O&M Services during the term of this Agreement. 
 
1. 
Liberty shall provide routine and ordinary operation and 
maintenance services for the Casitas Bonitas Sewer System in accordance with the terms 
and conditions of this Agreement.  Liberty shall provide properly certified, licensed and/or 
qualified personnel as necessary to perform the O&M Services, including certificated 
and/or licensed wastewater plant operators.  Liberty’s O&M Services shall be limited to 
the following services on a routine basis:

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a. 
Routine and ordinary maintenance and repairs and non-
capital replacements of the CBID Facilities as necessary to maintain the operational 
availability and functionality of the Casitas Bonitas Sewer System. 
 
b. 
Regular inspections of the CBID Facilities as determined 
necessary by Liberty in accordance with Prudent Utility Practices defined as practices 
generally accepted by the water and wastewater utility industry and commonly practiced 
in utility engineering and operations as being consistent with good business practices, 
reliability, safety, efficiency and economy, and consistent with applicable law. 
 
c. 
Respond in a timely manner to CBID service calls and/or 
emergency calls subject to the terms and conditions of this Agreement. 
 
d. 
Notify CBID promptly if any part of the CBID Facilities is 
damaged or in need of capital repairs. 
 
e. 
Liberty shall provide a telephone numbers for customer 
service calls and Liberty shall answer and respond to customer service calls in accordance 
with Prudent Utility Practice and the terms of this Agreement. 
 
B. 
Monthly Billing and Payment Processing Services.  Liberty shall provide 
the following monthly billing and payment processing services to CBID (“Billing 
Services”).  On CBID’s behalf, Liberty shall print and mail monthly CBID bills to the 
individual customers within CBID at the rate and charge set by CBID.  As a precondition 
to such Billing Services, CBID shall provide to Liberty the following information: (1) 
customer names and billing addresses; (2) the applicable billing rate for each CBID 
customer using CBID’s approved Fee Schedule “Schedule A” dated September 12, 2012 
and attached as Exhibit 1 to this Agreement, and (3) the format of the CBID bill to be 
provided to each customer.  Liberty shall collect payments from CBID customers on 
CBID’s behalf and transfer those payments to CBID.  Liberty shall provide a telephone 
number for customer billing calls and Liberty shall answer and respond to customer billing 
calls in accordance with Prudent Utility Practice and the terms of this Agreement.  Liberty 
shall provide customary customer billing and payment information and records to CBID in 
accordance with Prudent Utility Practices.  Liberty Litchfield Park’s monthly billing to 
CBID for treatment service under the Bulk Agreement will not be affected by this 
Agreement. 
 
C. 
Exclusions.  The Parties understand and agree that Liberty O&M Services 
and Billing Services shall be limited to the work set forth above and Liberty shall not be 
responsible for any other work or services under this Agreement.  Further, CBID shall be 
solely responsible for any and all capital improvements and/or repairs to the CBID Sewer 
System and Liberty shall not be responsible for any capital improvements and/or repairs. 
Also, CBID shall be solely responsible for any and all delinquent customer payments and 
Liberty will not be responsible for any delinquent customer payments.  CBID will be

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responsible for any report filing with regulatory agencies and for providing any “Operator 
in Charge” of their system as may be required. 
 
 
D. 
CBID Obligations.  CBID shall be solely and exclusive responsible for the 
provision of wastewater utility service to customers of CBID and CBID expressly 
acknowledges and agrees that Liberty shall not have any duties or responsibilities for the 
provision of wastewater utility service to residents of the Casitas Bonitas Subdivision. 
CBID shall be solely responsible to maintain reasonable protection of the CBID Facilities 
from damage and shall take reasonable steps to protect property and people from injury or 
loss arising in connection with operation of the CBID Facilities.  CBID shall provide and 
grant to Liberty legal access to any and all CBID Facilities as may be required for Liberty 
to perform O&M Services under this Agreement, including guaranteeing that Maricopa 
County Code Enforcement assures that all CBID Facilities are installed or located in 
properly recorded easements, rights-of-way, or CBID-owned property and are maintained 
clear for Liberty to access such CBID Facilities for purposes of performing the O&M 
Services under this Agreement. 
 
E. 
PAYMENT.  Liberty shall provide the O&M Services and Billing Services 
under this Agreement for a flat rate of $4.30 per customer per month. Liberty shall provide 
the Routine Maintenance of CBID sewers at a flat rate of $4.50 per customer per month.  
On or before the fifth (5th) day of each Month, Liberty shall submit an invoice to CBID 
for the O&M Services and Billing Services under this Agreement.  CBID shall pay such 
invoice within thirty (30) days of receipt of such invoice.  Liberty shall be entitled to 
suspend any and all services under this Agreement in the event CBID does not timely pay 
Liberty. 
 
F. 
TERM OF AGREEMENT.  The term of this Agreement shall begin on 
the Effective Date of this Agreement and shall continue for a period of twelve months from 
the Effective Date unless terminated by the Parties as set forth below.  The Effective Date 
of this Agreement shall be the date noted below as executed by the Parties. 
 
G. 
TERMINATION.  Either Party may terminate this Agreement at any time 
on 30 days prior written notice to the other Party.  Upon such termination, CBID shall pay 
Liberty any amounts due and owing under this Agreement. 
 
H. 
INDEMNIFICATION.  Notwithstanding anything to the contrary in this 
Agreement, and to the extent permitted by law, CBID shall defend, indemnify, and hold 
harmless Liberty for, from, and against any and all claims, penalties, costs, damages, or 
losses of any kind including reasonable attorneys’ fees arising directly as a result of the 
acts or omission of CBID, its employees or agents related to the provision of wastewater 
utility services to CBID customers.  The Parties understand and agree that this indemnity 
clause is limited to the extent any such claims, penalties, costs, damages or losses are 
caused by the actions or inaction of CBID.

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I. 
INSURANCE.  At the request of CBID, Liberty shall produce proof of 
insurance and the amounts associated with these coverages. 
 
J. 
INDEPENDENT CONTRACTOR.  Liberty has been retained by CBID 
as an independent contractor.  In no event shall Liberty or any personnel retained by Liberty 
be deemed an agent or employee of CBID. 
 
K. 
MISCELLANEOUS PROVISIONS. 
 
1. 
Conflict of Interest.  This Agreement is subject to the provisions of 
A.R.S. § 38-511, as amended. 
 
2. 
Non-Discrimination.  The Parties agree not to discriminate against 
any person on the basis of race, color, religion, age, gender, or national origin in the 
performance of this Contract, and shall comply with the terms and intent of Title VI of the 
Civil Rights Act of 1964, P.L. 88-354. 
 
3. 
Notice:  Any notice required or permitted under this Agreement 
must be in writing and must be given by either: (i) personal delivery; (ii) United States 
certified mail, return receipt requested, with all postage prepaid and properly addressed; 
(iii) any reputable, private overnight delivery service with delivery charges prepaid and 
proof of receipt or (iv) electronic mail at the email addresses set forth below.  Notice sent 
by any of the foregoing methods must be addressed or sent to the party to whom notice is 
to be given, as the case may be, at the addresses or email numbers set forth below: 
LIBERTY UTILITIES (SUB) CORP. 
Attn: ENGINEERING DEPARTMENT 
14920 W. Camelback Road 
Litchfield Park, AZ 85340 
Telephone: (623) 935-9367 
Email: David.Heighway@LibertyUtilities.com 
 
CASITAS BONITAS SANITARY SEWER IMPROVEMENT DISTRICT 
MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION 
ATTN: Office of the Superintendent of Streets 
2901 W. Durango Street 
Phoenix, Arizona 85009 
Telephone: (602) 506-6292 
Email:  Alana.Lewicki@maricopa.gov 
 
Either Party may change its notice information for purposes of delivery and receipt of 
notices by advising the other parties in writing of the change.  Notice provided by the 
methods described above will be deemed to be received: (i) on the Business Day of 
delivery, if personally delivered; (ii) on the date which is three (3) days after deposit

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in the United States mail, if given by certified mail; (iii) on the next regular Business 
Day after deposit with an express delivery service for overnight, "same day", or "next 
day" delivery service; or (iv) on the date of transmittal, if given on a regular Business 
Day and during regular business hours by electronic mail.  No notice will be effective 
unless provided by one of the methods described above. 
 
4. 
Entire Agreement. This Agreement contains the entire 
understanding of the Parties with respect to the subject matter hereof and reflects the prior 
agreements and commitments with respect thereto. There are no other oral understandings, 
terms or conditions and neither Party has relied upon any representation, express or 
implied, not contained in this Agreement. 
 
5. 
Amendments. No change, amendment or modification of this 
Agreement shall be valid or binding upon the Parties unless such change, amendment or 
modification shall be in writing and duly executed by the Parties. 
 
6. 
Severability. The invalidity of one or more of the phrases, 
sentences, clauses or Articles contained in this Agreement shall not affect the validity of 
the remaining portion of this Agreement. 
 
7. 
Assignment. This Agreement may be assigned only upon the prior 
written consent of both Parties with such consent not to be unreasonably withheld. 
 
8. 
No Waiver. Any failure of either Party to enforce any of the 
provisions of this Agreement or to require compliance with any of its provisions at any 
time during the pendency of this Agreement shall in no way affect the validity of this 
Agreement, or any part hereof, and shall not be deemed a waiver of the right of either Party 
thereafter to enforce any and each such provision. 
 
9. 
Governing Law. This Agreement shall be governed by, and 
construed and enforced in accordance with, the laws of the State of Arizona. 
 
10. 
Successors and Assigns. This Agreement shall be binding upon the 
Parties and their successors and assigns. 
 
11. 
Force Majeure. If, because of a circumstance beyond the control of 
a Party, the Party is delayed in performing or observing an obligation or in complying with 
a condition under the terms of this Agreement that it is required to do or do by a specified 
date or period of time or with all due diligence, and if the circumstance is neither caused 
by the default or act of commission or omission of that Party nor avoidable by the exercise 
of reasonable effort or foresight by that Party the performance, observance or compliance 
will be extended by a period of time equal to the duration of the delay.