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HomeMy WebLinkAboutResolution 2022-031 Approving the Mayor to Sign an Agreement for Construction of Water Facilities Under Private Contract for Silverbell Gateway Distribution CenterGABRIELLA CkZARES-KELLY, RECORDER Recorded By: AMH DEPUTY RECORDER 5010 SMARA TOWN OF MARANA PICKUP FItA lL tS X. tan --- --- -- — — SEQUENCE: 20220980132 NO. PAGES: S MARANA RESOLUTION NO. 2022-031 04/08/2022 10:37:55 RELATING TO UTILITIES; APPROVING AND AUTHORIZING THE MAYOR TO SIGN AN AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES UNDER PRIVATE CONTRACT FOR SILVERBELL GATEWAY DISTRIBUTION CENTER WHEREAS Amazon.com Services, LLC, a Delaware limited liability company, desires for the Town to provide water services to the land described in the Special Warranty Deed recorded in the office of the Recorder of Pima County, Arizona, on September 9, 2021, at Sequence No. 20212520796; and WHEREAS Town staff has negotiated an Agreement for Construction of Water Facilities Under Private Contract for Silverbell Gateway Distribution Center, which agreement incorporates the terms and conditions of the Intergovernmental Agreement Between the City of Tucson and the Town of Marana relating to the Delivery of Central Arizona Project Water recorded in the office of the Recorder of Pima County, Arizona, on August 21, 2020, at Sequence No. 20202340063 (commonly referred to as the "Wheeling IGA"); and WHEREAS the Mayor and Council of the Town of Marana find that the terms and conditions of the agreement are in the best interests of the Town of Marana and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Town of Marana Agreement for Construction of Water Facilities Under Private Contract, substantially in the same form attached to and incorporated by this reference in this resolution as Exhibit A, is hereby approved, the Mayor is hereby authorized and directed to sign it for and on behalf of the Town of Marana, and the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 5th day of April, 2022. ATTEST Ch fry L. Law n, Town Clerk 00080101.DOCX /1 Resolution No. 2022-031 Mayor Ed konea APPROV AS TO FORM: Ja 6/Fairall, Town Attorney ESTAB=LISHEDF" Exhibit A to Resolution No. 2022-031 TOWN OF MARANA AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES UNDER PRIVATE CONTRACT Silverbell Gateway Distribution Center THIS AGREEMENT (this "Agreement") is entered into by and between the TowN of MARANA, an Arizona municipal corporation (the "Town"), and AmAzomcom SERVICES, LLC, a Delaware lim- ited liability company (the "Developer"). The Town and the Developer are sometimes collectively referred to as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. This Agreement is entered into and authorized pursuant to Title 14 of the Marana Town Code as it may be amended from time to time ("Marana Town Code Title 14"). B. The Developer desires for the Town to provide water service to certain lands described in the Special Warranty Deed recorded in the office of the Recorder of Pima County, Arizona, on September 9, 2021, at Sequence 20212520796, and in the Special Warranty Deed recorded in the office of the Recorder of Pima County, Arizona, on September 9, 2021, at Sequence 20212520816 (together, the "Subject Property"). C. The Developer is the owner of the Subject Property. D. As a condition of securing water service from the Town for the Subject Property, the Developer agrees to install those certain water infrastructure improvements (the "Developer -In- stalled Facility") in accordance with the required plans, specifications, and materials as outlined and depicted in the Water Distribution To Serve Silverbell Gateway Distribution Center Building 1, Plan No. ENG2106-008, sealed by the Rick Engineering Company on August 18, 2021 and ac- cepted by the Town of Marana Water Department on (the "Facility Plan"), which is on file in the office of the Town of Marana Water Department. E. The Developer desires that the Town take ownership of, operate, and service the Devel- oper -Installed Facility. F. The Town is willing to accept the Developer -Installed Facility, provided it meets Town standards and the work is done in accordance with Town requirements. G. As described in the Facility Plan, the Developer must construct certain offsite water infrastructure (the "Offsite Work") in coordination with the City of Tucson in order for water to be delivered to the Subject Property. H. Due to the location of the Subject Property, City of Tucson water infrastructure will deliver water to the Subject Property up to the point of connection to the Town's onsite water infrastructure, at which point the water will be delivered through the Town's onsite water infra- structure, all in accordance with, and as described and depicted in, the Facility Plan. To that end, the Parties desire for the terms and conditions of the Intergovernmental Agreement Between the 00076256.DOCX /2 - 1 - 3/2/2022 8:27 AM Exhibit A to Resolution No. 2022-031 City of Tucson and the Town of Marana relating to the Delivery of Central Arizona Project Water recorded in the office of the Recorder of Pima County, Arizona, on August 21, 2020, at Sequence 20202340063 (the "Water Wheeling IGA") to apply in conjunction with this Agreement. AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Agreement, the Parties hereby agree as follows: 1. The Water Wheeling IGA l.l. Applicability. The Parties hereby agree that all of the terms and conditions of the Water Wheeling IGA shall apply herein as though they were set forth in this Agreement in full. 2. The Developer -Installed Facility 2.1. Developer installation of the Developer -Installed Facility. The Developer has designed and shall install, at the Developer's own expense, the water infrastructure improvements as de- picted in the Facility Plan. The water infrastructure improvements depicted in the Facility Plan are referred to in this Agreement as the "Developer -Installed Facility," and shall conform to the design standards of the City of Tucson Water Department and the Town of Marana Town Code Title 14 and special specifications and details as approved by the Town and by this reference made a part of this Agreement. The Facility Plan shall include a plan note identifying the Developer -Installed Facility as a new water facility and shall show any and all alterations to the existing water system. Construction and installation of the Developer -Installed Facility in accordance with the Facility Plan, including without limitation all labor, materials, equipment, supplies, and tools required for the construction and installation, is referred to in this Agreement as the "Work." 2.2. Work by licensed contractor. The Work shall be performed by a contractor properly li- censed by the State of Arizona as determined by the Arizona Registrar of Contractors. In addition to any other contractor's license classifications required by the Arizona Registrar of Contractors, the contractor shall hold contractor's license classifications A, A-12 and A-16. 2.3. Applicable fees. As a condition of and prerequisite to the Town accepting the Work, the Developer shall pay all applicable fees, including, but not limited to, fees for permitting and in- spection, as set forth by the Town of Marana and the City of Tucson. 2.4. Payment of connection fees. Before any service connections are made to the Developer - Installed Facility, the person or entity seeking the service connection shall pay to the Town the connection fees and any other fees required by Marana Town Code Title 14. 2.5. Anticipated cost per meter. The person or entity seeking installation of a meter from the Town shall pay all applicable fees and charges in effect at the time of the meter installation request. As of the effective date of this Agreement, the Town's fees and charges to install a five -eighths - inch water meter on the Subject Property are: 2.5.1. Meter Install Fee: $360 2.5.2. Water Resource Development Impact Fee: $3,050 2.5.3. If larger meters are installed, the person or entity seeking installation shall pay the applicable Meter Install Fee, as set forth in the Town of Marana fee schedule, and the applica- ble Water Resource Development Impact Fee, as set forth in Marana Ordinance No. 2014.013 00076256,DOCX /2 - 2 - 3/2/2022 8:27 AM Exhibit A to Resolution No. 2022-031 recorded in the office of the Recorder of Pima County, Arizona, on May 9, 2014, at Sequence 20141290586, a copy of which is on file in the office of the Marana Town Clerk. 2.6. Developer -Installed Facility acceptance by Town and the City of Tucson. No service con- nections shall be made to the Developer -Installed Facility until the Developer -Installed Facility has been accepted by the Town in accordance with Marana Town Code Title 14 and until the Offsite Work has been accepted by the City of Tucson. The Developer must provide the Town of Marana Water Department with written verification of the City of Tucson's final acceptance of the Offsite Work prior to final acceptance of the Work by the Town. 2.7. Developer's certification. Execution of this Agreement certifies that the developer has reviewed the Facility Plan and all other specifications applicable to the Work and has approved and agrees with the location of all service lines. 2.8. Termination for lack of Work. Approval of the Facility Plan shall lapse and this Agreement shall terminate if more than one year has passed since the date of this Agreement and the Work has not begun, or if the Work is discontinued for a period of one year. 2.9. Developer responsible for Offsite Work. The Developer shall be solely responsible for the Offsite Work and for complying with the terms and conditions of any agreement with the City of Tucson related thereto. 3. Engineering and Inspection 3.1. Registered civil engineer. The developer shall employ a registered Civil Engineer to de- sign, lay out, establish control lines for and certify the layout of the Work according to the Facility Plan. 3.2. Town inspector's authority. Any inspector authorized by the Town shall have full inspec- tion authority over the Work. 3.3. Inspection provisions. The Developer shall furnish the Town's inspector with all facilities reasonably necessary to inspect the Work. The Work shall be subject to Town inspection at all times. Defective work shall be corrected in a manner satisfactory to the Town's inspector. Inspec- tion by the Town is for the purpose of ensuring compliance with plans and specifications only. The Town makes no guarantee as to the safety or engineering soundness of plans prepared by the Developer or any contractor. 3.4. Payment of Town inspector's overtime cost. If scheduling by the Developer's contractor reasonably requires the Town's inspector to work overtime, the Developer or Developer's con- tractor shall pay the Town for any additional salaries, expenses or employee benefits relating to the overtime. For purposes of this paragraph, overtime is any time over 40 hours worked in a seven-day work period, any time over eight hours worked Monday through Friday, and any time worked on weekends and legal holidays observed by the Town. 4. Preconstruction Procedure 4.1. Request to begin construction. The Developer shall submit a written request to begin con- struction to the Town five working days before the Work is to commence. 4.2. Construction permit. This Agreement shall be completed, signed and notarized, and re- turned to the Town prior to issuance of a construction permit for the Work. 00076256.DOCX /2 - 3 - 3/2/2022 8:27 AM Exhibit A to Resolution No. 2022-031 4.3. Start and completion of the Work. No portion of the Work shall begin until the Town has issued a construction permit specifying the starting date and a reasonable time for completion. 4.4. Progress of the Work. The Work shall be commenced and carried on at such points and in such order as may be directed by the Town. 4.5. Materials sampling and testing. Materials shall be available for sampling and testing by the Town prior to being used in the Work. Materials that fail to meet Town specification shall be re- moved from the site. 4.6. Permits and approvals. The Developer shall, at Developer's expense, obtain all necessary permits and licenses for the Work, pay all fees and comply with all laws, ordinances and regulations relating to the Work. 5. Construction 5.1. Developer's presence on site. The developer, or Developer's designated agent, shall be present at all times during performance of the Work. The name of the Developer's designated agent and the contractor performing the Work shall be furnished to the Town before the Work begins. Instructions given by the Town to the designated agent shall be deemed to have been given to the Developer. 5.2. Competence and diligence. The Developer shall employ only competent and efficient la- borers, mechanics or artisans on the Work, and the Developer agrees to perform diligently to com- plete the Work on or before the completion date given in the notice to proceed. 5.3. Paving. The Developer shall identify and locate all water valves prior to paving and set valve boxes to final grade after paving. 5.4. Alterations to the existing Town water system. The Developer shall, at Developer's ex- pense, make any and all alterations to the existing water system either on-site or off-site necessi- tated by paving, drainage, or other improvements caused by the development of the Subject Prop- erty. 5.5. Worksite safety. The Developer shall require all contractors and subcontractors performing any portion of the Work to comply with all safety requirements of the Occupational Safety and Hazards Act as set forth by the Federal Government and as implemented by the State of Arizona. The Developer or its contractors shall be solely responsible for all fines or other penalties provided for by law for any violations of the Occupational Safety Hazards Act. 6. Dedication 6.1. Transfer of the Developer -Installed Facility to the Town. Upon the Town's final ac- ceptance of the Work, the Developer shall at no cost grant, bargain, sell, convey, transfer and deliver to the Town the Developer -Installed Facility free and clear of all liens, claims, charges or encumbrances. 6.2. Two-year warranty. The Developer guarantees the Work to be free from all failures due to poor workmanship or materials for a period of two years from the date of the Town's final acceptance of the Work. 6.3. Other conflicting construction prohibited. The Developer shall not construct or allow the construction of any utility, building, or other improvement that would interfere with the operation or maintenance of the Developer -Installed Facility. 00076256 DOCX /2 - 4 - 3/2/2022 8:27 AM Exhibit A to Resolution No. 2022-031 6.4. Developer's obligation to maintain finished grade. The Developer guarantees that all ser- vice lines, meters, and meter boxes on the Subject Property will be to finished grade and that Developer will remain responsible for raising or lowering said services as required until the Sub- ject Property is fully developed. 6.5. Acceptance by the Town. The Town shall accept title to and take possession of the Devel- oper -Installed Facility when the Work has been completed to the satisfaction of the Town. Subject to the Developer's continuing obligations under this Agreement, the Town shall operate and ser- vice the Developer -Installed Facility after taking over possession of it under this paragraph. 7. Miscellaneous 7.1. Indemnity. Developer shall indemnify, defend, and hold harmless the Town, its Mayor and Council, officers and employees, boards, committees and commissions from and against any loss, claim, suit, demand, cause of action, or liability of any nature, including but not limited to damage to property and injuries to persons, including death, arising or alleged to have arisen, in whole or in part, out of any negligent act or omission of the Developer or any contractor, subcontractor, or any person employed directly or indirectly by any of them in the performance of the Work or in the operation of the Developer -Installed Facility. 7.2. Binding effect. This agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the Parties. 7.3. Consent required for assignment. The Developer may not assign this Agreement without the prior written consent of the Town. 7.4. Cancellation for conflict of interest. This agreement is subject to A.R.S. § 38-511, which provides for cancellation in certain instances involving conflict of interest. [Signature page follows] 00076256.DOCX /2 -5 - 3/2/2022 8:27 AM Exhibit A to Resolution No. 2022-031 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth be- low their respective signatures. THE "TOWN": THE TOWN OF MARANA, an Arizona municipal corporation By: Ed Honea, Mayor Date: ATTEST: Cherry Lawson, Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Tennessee STATE OF f0W*!' @N* ) Davidson ss County of— ) THE "DEVELOPER": AMAZON.COM SERVICES, LLC, a Delaware lim- ited liabilit pany By: Signer: J er Rojo, Authorized ignatory Date: 3/17/2022 This foregoing instrument was acknowledged before me on this 17 day of March 2022, by Javier Rojo of AMAZON.COM SER- VICES, LLC, a Delaware limited liability company, on behalf of the corporation. (Sea,00'1,I±h Rgn 0 '••y': STNotary Public AB OF " TENIVE 3SEE' NOTARY pueuc _ YONEXPIR�s1 00076256.DOCX /2 - 6 - 3/2/2022 8:27 AM DocuSign Envelope ID: A06F9302-62D2-47B2-863D-DAAOOEIa&a to Resolution No. 2022-031 amazon.como P.O. Box 81226 Seattle, WA 98108-1226 Courier Delivery Address: 410 Terry Ave N Seattle, WA 98109-5210 CERTIFICATE,OF SENIOR CORPORATE COUNSEL The undersigned, Desmond Eppel, hereby certifies the following as of the date of this Certificate: 1. 1 am a Senior Corporate Counsel responsible for overseeing corporate governance matters relating to the global subsidiaries (collectively, the "Subsidiaries") of Amazon.com, Inc. In such capacity, I have access to the original books and records of the Subsidiaries and i have the requisite knowledge and information to make and deliver this Certificate. 2. Javier Rojo is an Authorized Representative of Amazon.com Services LLC (the "Com an ') and, in such capacity and subject to the requirements of the Amazon.com, Inc. Spending and Transaction Policy and the Company's Delegation of Authority Policy, has the authority to execute documents and otherwise act on behalf of the Company. IN WITNESS WHEREOF, the undersigned has executed this Certificate on February 17, 2022. DocuSlpmd by: —'�5C9P�d411 kf��C@SP Name: Desmond Eppel Title: Senior Corporate Counsel, Global Subsidiaries Amazon Confidential TOWN OF MARANA AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES UNDER PRIVATE CONTRACT Silverbell Gateway Distribution Center THIs AGREEMENT (this "Agreement") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town"), and AMAZON.COM SERVICES, LLC, a Delaware lim- ited liability company (the "Developer"). The Town and the Developer are sometimes collectively referred to as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. This Agreement is entered into and authorized pursuant to Title 14 of the Marana Town Code as it may be amended from time to time ("Marana Town Code Title 14"). B. The Developer desires for the Town to provide water service to certain lands described in the Special Warranty Deed recorded in the office of the Recorder of Pima County, Arizona, on September 9, 2021, at Sequence 20212520796, and in the Special Warranty Deed recorded in the office of the Recorder of Pima County, Arizona, on September 9, 2021, at Sequence 20212520816 (together, the "Subject Property"). C. The Developer is the owner of the Subject Property. D. As a condition of securing water service from the Town for the Subject Property, the Developer agrees to install those certain water infrastructure improvements (the "Developer -In- stalled Facility") in accordance with the required plans, specifications, and materials as outlined and depicted in the Water Distribution To Serve Silverbell Gateway Distribution Center Building 1, Plan No. ENG2106-008, sealed by the Rick Engineering Company on August 18, 2021 and ac- cepted by the Town of Marana Water Department on LL -G,6, - l f, "L � (the "Facility Plan"), which is on file in the office of the Town of Marana Water Department. E. The Developer desires that the Town take ownership of, operate, and service the Devel- oper -Installed Facility. F. The Town is willing to accept the Developer -Installed Facility, provided it meets Town standards and the work is done in accordance with Town requirements. G. As described in the Facility Plan, the Developer must construct certain offsite water infrastructure (the "Offsite Work") in coordination with the City of Tucson in order for water to be delivered to the Subject Property. H. Due to the location of the Subject Property, City of Tucson water infrastructure will deliver water to the Subject Property up to the point of connection to the Town's onsite water infrastructure, at which point the water will be delivered through the Town's onsite water infra- structure, all in accordance with, and as described and depicted in, the Facility Plan. To that end, the Parties desire for the terms and conditions of the Intergovernmental Agreement Between the 00076256.DOCX /2 - I - 3/2/2022 8:27 AM City of Tucson and the Town of Marana relating to the Delivery of Central Arizona Project Water recorded in the office of the Recorder of Pima County, Arizona, on August 21, 2020, at Sequence 20202340063 (the "Water Wheeling IGA") to apply in conjunction with this Agreement. AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Agreement, the Parties hereby agree as follows: 1. The Water Wheeling IGA 1.1. Applicability. The Parties hereby agree that all of the terms and conditions of the Water Wheeling IGA shall apply herein as though they were set forth in this Agreement in full. 2. The Developer -Installed Facility 2.1. Developer installation of the Developer -Installed Facility. The Developer has designed and shall install, at the Developer's own expense, the water infrastructure improvements as de- picted in the Facility Plan. The water infrastructure improvements depicted in the Facility Plan are referred to in this Agreement as the "Developer -Installed Facility," and shall conform to the design standards of the City of Tucson Water Department and the Town of Marana Town Code Title 14 and special specifications and details as approved by the Town and by this reference made a part of this Agreement. The Facility Plan shall include a plan note identifying the Developer -Installed Facility as a new water facility and shall show any and all alterations to the existing water system. Construction and installation of the Developer -Installed Facility in accordance with the Facility Plan, including without limitation all labor, materials, equipment, supplies, and tools required for the construction and installation, is referred to in this Agreement as the "Work." 2.2. Work by licensed contractor. The Work shall be performed by a contractor properly li- censed by the State of Arizona as determined by the Arizona Registrar of Contractors. In addition to any other contractor's license classifications required by the Arizona Registrar of Contractors, the contractor shall hold contractor's license classifications A, A-12 and A-16. 2.3. Applicable fees. As a condition of and prerequisite to the Town accepting the Work, the Developer shall pay all applicable fees, including, but not limited to, fees for permitting and in- spection, as set forth by the Town of Marana and the City of Tucson. 2.4. Payment of connection fees. Before any service connections are made to the Developer - Installed Facility, the person or entity seeking the service connection shall pay to the Town the connection fees and any other fees required by Marana Town Code Title 14. 2.5. Anticipated cost per meter. The person or entity seeking installation of a meter from the Town shall pay all applicable fees and charges in effect at the time of the meter installation request. As of the effective date of this Agreement, the Town's fees and charges to install a five -eighths - inch water meter on the Subject Property are: 2.5.1. Meter Install Fee: $360 2.5.2. Water Resource Development Impact Fee: $3,050 2.5.3. If larger meters are installed, the person or entity seeking installation shall pay the applicable Meter Install Fee, as set forth in the Town of Marana fee schedule, and the applica- ble Water Resource Development Impact Fee, as set forth in Marana Ordinance No. 2014.013 00076256.DOCX /2 - 2 - 3/2/2022 8:27 AM recorded in the office of the Recorder of Pima County, Arizona, on May 9, 2014, at Sequence 20141290586, a copy of which is on file in the office of the Marana Town Clerk. 2.6. Developer -Installed Facility acceptance by Town and the City of Tucson. No service con- nections shall be made to the Developer -Installed Facility until the Developer -Installed Facility has been accepted by the Town in accordance with Marana Town Code Title 14 and until the Offsite Work has been accepted by the City of Tucson. The Developer must provide the Town of Marana Water Department with written verification of the City of Tucson's final acceptance of the Offsite Work prior to final acceptance of the Work by the Town. 2.7. Developer's certification. Execution of this Agreement certifies that the developer has reviewed the Facility Plan and all other specifications applicable to the Work and has approved and agrees with the location of all service lines. 2.8. Termination for lack of Work. Approval of the Facility Plan shall lapse and this Agreement shall terminate if more than one year has passed since the date of this Agreement and the Work has not begun, or if the Work is discontinued for a period of one year. 2.9. Developer responsible for Offsite Work. The Developer shall be solely responsible for the Offsite Work and for complying with the terms and conditions of any agreement with the City of Tucson related thereto. 3. Engineering and Inspection 3.1. Registered civil engineer. The developer shall employ a registered Civil Engineer to de- sign, lay out, establish control lines for and certify the layout of the Work according to the Facility Plan. 3.2. Town inspector's authority. Any inspector authorized by the Town shall have full inspec- tion authority over the Work. 3.3. Inspection provisions. The Developer shall furnish the Town's inspector with all facilities reasonably necessary to inspect the Work. The Work shall be subject to Town inspection at all times. Defective work shall be corrected in a manner satisfactory to the Town's inspector. Inspec- tion by the Town is for the purpose of ensuring compliance with plans and specifications only. The Town makes no guarantee as to the safety or engineering soundness of plans prepared by the Developer or any contractor. 3.4. Payment of Town inspector's overtime cost. If scheduling by the Developer's contractor reasonably requires the Town's inspector to work overtime, the Developer or Developer's con- tractor shall pay the Town for any additional salaries, expenses or employee benefits relating to the overtime. For purposes of this paragraph, overtime is any time over 40 hours worked in a seven-day work period, any time over eight hours worked Monday through Friday, and any time worked on weekends and legal holidays observed by the Town. 4. Preconstruction Procedure 4.1. Request to begin construction. The Developer shall submit a written request to begin con- struction to the Town five working days before the Work is to commence. 4.2. Construction permit. This Agreement shall be completed, signed and notarized, and re- turned to the Town prior to issuance of a construction permit for the Work. 00076256.DOCX /2 - 3 - 3/2/2022 8:27 AM 4.3. Start and completion of the Work. No portion of the Work shall begin until the Town has issued a construction permit specifying the starting date and a reasonable time for completion. 4.4. Progress of the Work. The Work shall be commenced and carried on at such points and in such order as may be directed by the Town. 4.5. Materials sampling and testing. Materials shall be available for sampling and testing by the Town prior to being used in the Work. Materials that fail to meet Town specification shall be re- moved from the site. 4.6. Permits and approvals. The Developer shall, at Developer's expense, obtain all necessary permits and licenses for the Work, pay all fees and comply with all laws, ordinances and regulations relating to the Work. 5. Construction 5.1. Developer's presence on site. The developer, or Developer's designated agent, shall be present at all times during performance of the Work. The name of the Developer's designated agent and the contractor performing the Work shall be furnished to the Town before the Work begins. Instructions given by the Town to the designated agent shall be deemed to have been given to the Developer. 5.2. Competence and diligence. The Developer shall employ only competent and efficient la- borers, mechanics or artisans on the Work, and the Developer agrees to perform diligently to com- plete the Work on or before the completion date given in the notice to proceed. 5.3. Paving. The Developer shall identify and locate all water valves prior to paving and set valve boxes to final grade after paving. 5.4. Alterations to the existing Town water system. The Developer shall, at Developer's ex- pense, make any and all alterations to the existing water system either on-site or off-site necessi- tated by paving, drainage, or other improvements caused by the development of the Subject Prop- erty. 5.5. Worksite safety. The Developer shall require all contractors and subcontractors performing any portion of the Work to comply with all safety requirements of the Occupational Safety and Hazards Act as set forth by the Federal Government and as implemented by the State of Arizona. The Developer or its contractors shall be solely responsible for all fines or other penalties provided for by law for any violations of the Occupational Safety Hazards Act. 6. Dedication 6.1. Transfer of the Developer -Installed Facility to the Town. Upon the Town's final ac- ceptance of the Work, the Developer shall at no cost grant, bargain, sell, convey, transfer and deliver to the Town the Developer -Installed Facility free and clear of all liens, claims, charges or encumbrances. 6.2. Two-year warranty. The Developer guarantees the Work to be free from all failures due to poor workmanship or materials for a period of two years from the date of the Town's final acceptance of the Work. 6.3. Other conflicting construction prohibited. The Developer shall not construct or allow the construction of any utility, building, or other improvement that would interfere with the operation or maintenance of the Developer -Installed Facility. 00076256.DOCX /2 - 4 - 3/2/2022 8:27 AM 6.4. Developer's obligation to maintain finished grade. The Developer guarantees that all ser- vice lines, meters, and meter boxes on the Subject Property will be to finished grade and that Developer will remain responsible for raising or lowering said services as required until the Sub- ject Property is fully developed. 6.5. Acceptance by the Town. The Town shall accept title to and take possession of the Devel- oper -Installed Facility when the Work has been completed to the satisfaction of the Town. Subject to the Developer's continuing obligations under this Agreement, the Town shall operate and ser- vice the Developer -Installed Facility after taking over possession of it under this paragraph. 7. Miscellaneous 7.1. Indemnity. Developer shall indemnify, defend, and hold harmless the Town, its Mayor and Council, officers and employees, boards, committees and commissions from and against any loss, claim, suit, demand, cause of action, or liability of any nature, including but not limited to damage to property and injuries to persons, including death, arising or alleged to have arisen, in whole or in part, out of any negligent act or omission of the Developer or any contractor, subcontractor, or any person employed directly or indirectly by any of them in the performance of the Work or in the operation of the Developer -Installed Facility. 7.2. Binding effect. This agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the Parties. 7.3. Consent required for assignment. The Developer may not assign this Agreement without the prior written consent of the Town. 7.4. Cancellation for conflict of interest. This agreement is subject to A.R.S. § 38-511, which provides for cancellation in certain instances involving conflict of interest. [Signature page follows] 00076256.DOCX /2 -5 - 3/2/2022 8:27 AM IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth be- low their respective signatures. THE "TOWN": THE TOWN OF MARANA, an Arizona municipal THE "DEVELOPER": corporation AMAZON.COM SERVICES, LLC, a Delaware lim- � / ited liabiM:��A By. 11-1'4 By: : Ed Honea, Mayor Date: A1-— i� ';2-42 Signer: J er Rojo, Authorized 49natory ATTEST: If.— Cherry Lawson, C rk APPROVED AS TO FORM: Jane Tall, Town Attorney Tennessee STATE OF i4rRi9�Fi4 ) Davidson ss County ofd ) Date: 3/17/2022 This foregoing instrument was acknowledged before me on this 17 day of March 2022, by Javier Rojo of AMAZON.COM SER- VICES, LLC, a Delaware limited liability company,Wen oof the corporation. (Seaa�SHOMp�''%A&n '•�� Notary Public • srATE of rENNEE ? _ NOTARY y PUBLIC of III1000" INN. S�ONEXPIRes,\ 00076256.DOCX /2 — (— 3/2/2022 8:27 AM DocuSign Envelope ID: A06F9302-62D2-47B2-863D-DAAOOED21 1 ED amazon.cou P.O. Box 81226 Seattle, WA 98108-1226 Courier Delivery Address: Oro Terry Ave N Seattle, WA 98109-5210 CERTIFICATE OF SENIOR CORPORATE COUNSEL The undersigned, Desmond Eppel, hereby certifies the following as of the date of this Certificate: 1. 1 am a Senior Corporate Counsel responsible for overseeing corporate governance matters relating to the global subsidiaries (collectively, the "Subsidiaries") of Amazon.com, Inc. In such capacity, I have access to the original books and records of the Subsidiaries and I have the requisite knowledge and information to make and deliver this Certificate. 2. Javier Rojo is an Authorized Representative of Amazon.com Services LLC (the "Company") and, in such capacity and subject to the requirements of the Amazon.com, Inc. Spending and Transaction Policy and the Company's Delegation of Authority Policy, has the authority to execute documents and otherwise act on behalf of the Company. IN WITNESS WHEREOF, the undersigned has executed this Certificate on February 17, 2022. Do-ccuSigned by: Name: Desmond Eppel Title: Senior Corporate Counsel, Global Subsidiaries Amazon Confidential