PALOMA IRRIGATION DISTRICT SIGNED AGREEMENT 12-21-23.PDF

WATER AGREEMENT
THIS WATER AGREEMENT ("Agreement") is entered into by and between Maricopa
County, a political subdivision of the State of Arizona ("Customer"), and Paloma Irrigation and
Drainage District, a political subdivision of the State of Arizona ("District").
RECITALS
WHEREAS, District owns one or more wells and District agricultural inigation canals and is
willing to provide Customer with nonpotable water from such wells and canals; and
WHEREAS, Customer needs nonpotable water for purposes of road construction and maintenance
and District can provide such water.
NOW THEREFORE, for the good and valuable consideration set forth herein, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree to the following:
AGREEMENT
1. District agrees to supply nonpotable water from one or more District wells, or the
District agricultural irrigation canal, to Customer for Customer's use as requested by Customer for
construction (the "Customer Use"). Customer shall propose one or more locations (by gps or
similar methods) for water withdrawals from District wells or the canal, or pumps or standpipes
provided by Customer. Within seven (7) days of Customer request, District shall designate the
acceptable water withdrawal locations and facilities. District may approve additional or substitute
water withdrawal locations and facilities that are from time to time subject to this Agreement (i) as
needed or desired for District's water deliveries to Customer or (ii) as desired by District for
District's own pu{poses.
2. Methods of Withdrawing Water.
a. All tie-ins facilities to the District wells and canal must be through facilities approved in
advance by District. The tie-in facilities shall also include magnetic flow meters or other
flow meters approved by District to measure all water deliveries to Customer. Customer
shall allow District personnel to access all meters regularly and shall report all water
withdrawn from District wells or the canal to the District weekly. District shall be
entitled to regulate, including operating, maintaining, repairing and closing, all tie-in
facilities for the protection of the District's facilities and property.
b. For self-loading water trucks, Customer shall record the number of loads of water and
size of each truck, and report such information to the District weekly.
3. Each party shall pay its own costs and expenses, including attorneys' fees, related to this
Agreement.
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4. Water supplied to Customer must be used by Customer for Customer's Use and only
within the following general boundaries: Old Highway 80 south of Gillespie Dam; west of the Gila
Bend airport; north of the District canal where it crosses Highway 85; and east of Painted Rock
Road. These boundaries are intended to limit water use by Customer to areas within the historical
Paloma Ranch.
5. 
a. The price of all water supplied to Customer under this Agreement is $3,258.51
per acre-foot, and Customer shall prepay for all water taken in minimum one acre-foot increments.
Customer shall pay for one acre-foot before taking any water under this Agreement. When
Customer has withdrawn one acre-foot of water, District will bill Customer for additional water in
one acre-foot increments and Customer shall pay for each additional acre-foot within fifteen (15)
days of receipt of an invoice from the District. If the invoice is not timely paid, all water sales to
Customer shall be immediately suspended until payment is made.
b. The water price may change from time to time. District will provide written
notice to Customer of any changes.
c. Customer shall pay District any applicable sales or excise tax, if applicable.
6. District does not guarantee the quantity or quality or suitability for Customer's use of
water delivered to Customer and has no responsibility to treat the water. Customer takes all such
water on as "as is and when available" basis subject to the provisions of applicable law.
7. Customer and District shall be responsible, at each party's sole expense, for complying
with all laws and for obtaining and complying with all permits and approvals required by law
related to its use activities under this Agreement. Customer shall not use any water purchased
hereunder for purposes regulated under the Safe Drinking Water Act or its state and local
counterparts.
8. Neither this Agreement, nor any interest therein, can be assigned by Customer except
with the District's prior written consent, which consent shall not be unreasonably withheld, and any
purported assignment without such consent shall be void and of no effect and shall entitle District to
physically disconnect Customer's water facilities from the District's wells and canal without any
liability to Customer or its assignee.
9. This Agreement shall be deemed to have been made in, and shall be govemed by and
construed in accordance with the substantive laws of, the State of Arizona. Legal proceedings to
enforce or interpret this Agreement must be brought in Maricopa County Superior Court, Arizona,
and District and Customer agree to the jurisdiction of such court.
10. Time is of the essence of this Agreement. No delay or omission in the exercise of any
right or remedy accruing to either party shall impair such right or remedy or be construed as a
waiver of any breach by either party. Waiver by either parfy of any condition or breach of any term
or condition under this Agreement shall not be deemed to be a waiver of any other term or condition
or any subsequent breach of the same or any other term or condition.
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11. Any written notice to be given under this Agreement shall be mailed to the address
described below, and such address shall remain in force until the other party receives written notice
of a substitution of address. All notices sent by certified mail shall be deemed to have been given
and received three (3) days after the certified letter containing such notice, properly addressed, with
postage prepaid is deposited in the United States mail. Notices may be sent electronically to the
email addresses described below and shall be deemed to have been given and received on the date
of emailing.
12. The term of this Agreement shall commence as of the date fully executed and shall
extend for a period of 12 months. The term shall automatically be renewed for successive l-month
terms unless the Agreement is terminated pursuant to the provisions of the immediately following
paragraph. This Agreement is subject to the provisions of A.R.S.$38-51 1.
13. Customer shall be entitled to terminate this Agreement with or without cause at any
time by ceasing its operations and giving fifteen (15) days' prior written notice to the District, and
the District shall be entitled to terminate this Agreement with or without cause at any time by giving
Customer ninety (90) days' prior written notice. District shall also be entitled to terminate this
Agreement if Customer fails to cure any default under this Agreement within thirty (30) days of
written notice of the default from the District unless the cure takes longer than thirty (30) days and
Customer has diligently begun to cure the default and promptly pursues it to completion. Upon any
termination of this Agreement, if Customer has not disconnected its water facilities within seven (7)
days, District shall be entitled to physically disconnect Customer's water facilities from the District
wells and canal without any liability to Customer. All indemnification and hold harmless
obligations shall survive for twelve (12) months after any termination of this Agreement.
14. Customer shall provide District a certificate of insurance showing that Customer has
one or more policies of comprehensive general liability insurance in the amount of at least $2
million per occurrence and additional umbrella coverage in the amount of at least $5 million, or that
Customer is self-insured in at least those amounts. Customer shall maintain such insurance
throughout the term of this Agreement and shall require any contractors who enter upon District
property to also maintain such insurance.
15. Except as otherwise expressed herein, each party (as "indemnitor") agrees to indemnifr,
defend and hold harmless the other party (as "indemnitee") from and against any and all claims,
losses, liability of any nature whatsoever, costs or expenses (including reasonable court awarded
attomey's fees) (hereinafter collectively referred to as "claims") arising out of bodily injury of any
person (including death) or properly damage, but only to the extent that such claims are caused by
the willful misconduct or gross negligence of the indemnitor, its officers, officials, agents,
employees or volunteers.
16. The Assistant County Manager or the Director of the Environmental Services Department
shall be Customer's administrator for this Agreement.
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By
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year last written below.
CUSTOMER:
MARICOPA COTINTY,
a political subdivision of the State of Arizona
Chairman, Board of Supervisors
ATTEST:
Clerk of the Board
Approved as to Form:
Deputy County Attorney
Address for Notices:
Maricopa County Environmental Services
301 W. Jefferson St.#170
Phoenix, AZ 85003
Email: esd@maricopa.gov
DISTRICT:
PALOMA IRRIGATION AND DRAINAGE DISTRICT
a political subdivision of the State of Arizona
By
Robert
V
Its District Manager
Address:
District Manager
38401 West I-8, Box 175
Gila Bend, Aizona 85337
Email: pidd@palomaidd.com
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