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HomeMy WebLinkAboutResolution 2024-017 Approving and authorizing the Mayor to sign an agreement for water facilities with Trico Electric Cooperative MARANA RESOLUTION NO. 2024-017 RELATING TO WATER; APPROVING AND AUTHORIZING THE MAYOR TO SIGN AN AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES UNDER PRIVATE CONTRACT WITH TRICO ELECTRIC COOPERATIVE, INC. WHEREAS Trico Electric Cooperative, Inc. desires for the Town to provide water services to the land described and depicted in the Special Warranty Deed recorded in the Pim a CountyRecorders offi ce on April 11, 2000, at Sequence No. 20000700730; and WHEREAS Town staff has negotiated an Agreement for Construction of Water Facilities Under Private Contract with Trico; and WHEREAS the Mayor and Council find that the terms and conditions of the agreement are in the best interests of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Agreement for Construction of Water Facilities Under Private Contract for Trico Electric Cooperative, Inc., 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 Towri 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 20th day of February, 2024. Mayor Ed Honea ATTEST: APPROV AS TO FORM: David L. Udal Town Clerk Jan rail, Town Attorney MARANA AZ ESTABLISHED 1077 - 1 - Resolution No.2024-017 20240610157 AG Page: 1 of 7 03/01/2024 09:57:42 AM Recorder Gabriella Cazares-Kelly OFFICIAL RECORDS OF PIMA COUNTY, AZ 1111 K''J41 Gh14414M0N hN1iii'A?Vt khi'A LWOW MI WI III AGREEMENT Cover Sheet DO NOT REMOVE This is part of an official document. TOWN OF MARANA AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES UNDER PRIVATE CONTRACT Trico Electric Cooperative THIS AGREEMENT (this "Agreement") is entered into by and between the TOWN OF MARANA,an Arizona municipal corporation (the "Town"), and TRICO ELECTRIC COOPERATIVE, INC., an Arizona nonprofit corporation (the "Owner"). The Town and the Owner 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 Owner desires for the Town to provide water service to the land described and depicted in the Special Warranty Deed recorded in the Pima County Recorder's office on April 11, 2000, at Sequence No. 20000700730, which land area is referred to in this Agreement as the Subject Property. C. The Owner is the owner of the"Subject Property." D. As a condition of securing water service from the Town for the Subject Property, the Owner agrees to install those certain water infrastructure improvements (the "Owner-Installed Facility") in accordance with the required plans, specifications, and materials as outlined and depicted in the Water Distribution to Serve Trico Electric Cooperative, Plan No. ENG2309-008, sealed by the Rick Engineering Company on October 24, 2023 and approved by the Town of Marana on November 22, 2023 (the"Facility Plan"),which is on file in the office of the Town of Marana Water Department. E. The Owner desires that the Town take ownership of, operate, and service the Owner-Installed Facility. F. The Town is willing to accept the Owner-Installed Facility and permit it to be connected to the Town water system provided it meets Town standards and the work is done in accordance with Town requirements. A GREEMENT 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 Owner-Installed Facility 1.1. Owner installation of the Owner-Installed Facility. The Owner has designed and shall install, at the Owner's own expense (subject to the reimbursement provisions of this Agreement), the Owner-Installed Facility as depicted in the Facility Plan. The Owner-Installed Facility 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 00074000.DOCX/11 note identifying the Owner-Installed Facility as a new water facility and shall show any and all alterations to the existing water system. Construction and installation of the Owner-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." 1.2. Work by licensed contractor. The Work shall be performed by a contractor properly licensed 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. 1.3. Payment of connection fees. Before any service connections are made from the Town's water system to the Owner-Installed Facility, the person or entity seeking the service connection shall pay to the Town the connection fees and any other fees required under Marana Town Code Title 14. 1.4. 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 two-inch water meter on the Subject Property are detailed below. Note that smaller or larger meters will incur different fees than shown below. 1.4.1. Meter Install Fee: $1,840.00 1.4.2. Water Infrastructure Development Impact Fee: $26,841.00 1.4.3. Water Resource Development Impact Fee: $42,859.00 1.5. Mandarina Water Oversizing Recovery Charge. Pursuant to paragraph 1.8 of the Town of Marana Agreement for Construction of Water Facilities Under Private Contract — Mandarina Offsite Water, recorded in the office of the Pima County Recorder on February 5, 2021, at Sequence No. 20210360145 (the "Mandarina Agreement"), the Town established an oversizing recovery charge of$499.50 per equivalent dwelling unit (EDU) for a five-eighths- inch meter as a reimbursement mechanism for the oversized portion of water infrastructure constructed by the developer of the Mandarina development (the "Mandarina Oversizing Recovery Charge"),as set forth in the Mandarina Agreement.Based on Town equivalency tables and calculations, the Mandarina Oversizing Recovery Charge for a two-inch water meter is $3,996.00 per EDU. 1.5.1. Reconciliation. As stated in Recitals H and I of the Mandarina Agreement, the underlying costs used to calculate the Mandarina Oversizing Recovery Charge were based on estimated construction costs and EDU counts prior to the actual construction of the Mandarina water infrastructure.Paragraph 1.8.6 of the Mandarina Agreement acknowledges that "final construction quantities and amounts will be provided after construction of the [Mandarina water infrastructure] is completed"; and paragraph 1.8.5 provides that if"the actual pipe capacity and/or the actual number of lots and size of meters used to develop the [Mandarina development] results in a different EDU count, the number of EDUs required to pay" the Mandarina Oversizing Recovery Charge shall be adjusted and the 00074000.DOCX/12 Mandarina Oversizing Recovery Charge "shall be re-calculated accordingly." As of the date of this Agreement, the Mandarina developer has submitted to the Town for review actual costs for the construction of the Mandarina facility, and a reconciliation agreement between the Town and the Mandarina Developer regarding the Mandarina Oversizing Recovery Charge is anticipated to be forthcoming. Owner hereby acknowledges the forgoing and hereby agrees to pay the difference between the currently established Mandarina Oversizing Recovery Charge and the re-calculated Mandarina Oversizing Recovery Charge once the reconciliation agreement between the Town and Mandarina is effective and a re-calculated Mandarina Oversizing Recovery Charge is established. 1.6. Owner-Installed Facility acceptance by Town. No service connections shall be made from the Town's water system to the Owner-Installed Facility until the Owner-Installed Facility has been accepted by the Town in accordance with Marana Town Code Title 14. 1.7. Owner's certification. Execution of this Agreement certifies that the Owner 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. 1.8. Termination for lack of Work. Approval of the Facility Plan shall lapse and this Agreement shall terminate if the Work has not commenced within one year of the date of this Agreement, or if the Work is discontinued for a period of one year. 2. Engineering and Inspection 2.1. Registered civil engineer. The Owner shall employ a registered Civil Engineer registered in the State of Arizona to design, lay out, establish control lines for and certify the layout of the Work according to the Facility Plan. 2.2. Town inspector's authority.Any inspector authorized by the Town shall have full inspection authority over the Work. 2.3. Inspection provisions. The Owner 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. Inspection 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 Owner or any contractor. 2.4. Payment of Town inspector's overtime cost. If scheduling by the Owner's contractor reasonably requires the Town's inspector to work overtime, the Owner or Owner's contractor 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. 3. Preconstruction Procedure 3.1. Request to begin construction. The Owner shall submit a written request to the Town to begin construction five working days before the Work is to commence. 00074000.DOCX/13 3.2. Construction permit. This Agreement shall be completed, signed and notarized, and returned to the Town prior to issuance of a construction permit for the Work. 3.3. 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. 3.4. 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. 3.5. 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 removed from the site. 3.6. Permits and approvals. The Owner shall,at Owner'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. 4. Construction 4.1. Owner's presence on site. The Owner, or Owner's designated agent, shall be present at all times during performance of the Work. The name of the Owner'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 Owner. 4.2. Competence and diligence.The Owner r shall employ only competent and efficient laborers, mechanics or artisans on the Work, and the Owner agrees to perform diligently to complete the Work on or before the completion date given in the notice to proceed. 4.3. Paving. The Owner shall identify and locate all water valves prior to paving and set valve boxes to final grade after paving. 4.4. Alterations to the existing Town water system. The Owner shall, at the Owner's own expense, make any and all alterations to the existing water system either on-site or off-site necessitated by paving, drainage, or other improvements caused by the development of the Subject Property. 4.5. Worksite safety. The Owner 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 Owner 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. 5. Dedication 5.1. Transfer of the Owner-Installed Facility to the Town. Upon the Town's final acceptance of the Work, the Owner shall at no cost grant, bargain, sell, convey, transfer and deliver to the Town the Owner-Installed Facility free and clear of all liens, claims, charges or encumbrances. 5.2. Two-year warranty. The Owner guarantees the Work to be free from all failures due to poor workmanship or materials,and the Owner guarantees the existing water infrastructure detailed in the Facility Plan that is to be accepted by the Town for maintenance to be free from 00074000.DOCX/14 all failures caused by any damage, defect, wear and tear, or other condition currently existing as of the date the Town accepts the Work, for a period of two years from the date of the Town's final acceptance of the Work. 5.3. Other conflicting construction prohibited.The Owner shall not construct or allow the construction of any utility,structure,building,or other improvement that would interfere with the operation or maintenance of the Owner-Installed Facility. 5.4. Owner's obligation to maintain finished grade. The Owner guarantees that all service lines, meters, and meter boxes on the Subject Property will be to finished grade and that the Owner will remain responsible for raising or lowering said services as required until the Subject Property is fully developed. 5.5. Acceptance by the Town. The Town shall accept title to and take possession of the Owner-Installed Facility when the Work has been completed to the satisfaction of the Town. Subject to the Owner's continuing obligations under this Agreement,the Town shall operate and service the Owner-Installed Facility after taking over possession of it under this paragraph. 6. Miscellaneous 6.1. Indemnity. Owner 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 Owner 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 Owner-Installed Facility. 6.2. Binding effect. This Agreement shall be binding upon and inure to the benefit of the heirs, executors,administrators, successors and assigns of the Parties. 6.3. Consent required for assignment. The Owner may not assign this Agreement without the prior written consent of the Town. 6.4. 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. 6.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. 6.6. Entirety and Amendments. This Agreement embodies the entire agreement between the Parties and supersedes all prior agreements and understandings, if any, relating to the transaction described herein. This Agreement may be amended or supplemented only by an instrument in writing executed by the Parties. [Signature page follows.] 00074000.DOCX/15 IN WITNESS WHEREOF,the Parties have executed this Agreement as of the last date set forth below their respective signatures. THE"TowN": THE"Owner": TOWN OF MARANA, TRICO ELECTRIC COOPERATIVE,INC., an an Arizor mu icipal corporation Arizona nonprofit corporation By: � By: �_ ' Ed Honea, Mayor Eric Hawkins, Chief Operating Officer Date: Z_ ( 7 - Date: Z ( i 2- ( 2 U Z `-1 ATTEST: David L. Udall, Town Clerk APPRO AS TO F RM: Ja F trail, Town Attorney STATE OF 1V1 ZMC. ) )ss County of ?(k\A(), ) The foregoing instrument was acknowledged before me on -Fed 6W-if(,1 ( 2- , 2024 by Eric Hawkins, the Chief Operating Officer of TRICO ELECTRIC COOPERATIVE, INC., an Arizona nonprofit corporation, on behalf of the corporation. (Seal) — — — - - _ _ _ --1/lCvlQ /1, u.c. f 0 1 _ ztr N NotaryPublic C ! <J „� SA MENOEZ NotaryPubiicORA -Arizona S �� Pima County . .g cornmission 62 i 701 0 '„ My Comm.Expires Mar 9,2026 00074000.DOCX/16 Exhibit A to Marana Resolution No. 2024-017 TOWN OF MARANA AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES UNDER PRIVATE CONTRACT Trico Electric Cooperative THIS AGREEMENT (this "Agreement") is entered into by and between the TOWN OF MARANA,an Arizona municipal corporation (the "Town"), and TRICO ELECTRIC COOPERATIVE, INC., an Arizona nonprofit corporation(the"Owner"). The Town and the Owner 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 Owner desires for the Town to provide water service to the land described and depicted in the Special Warranty Deed recorded in the Pima County Recorder's office on April 11, 2000, at Sequence No. 20000700730, which land area is referred to in this Agreement as the Subject Property. C. The Owner is the owner of the"Subject Property." D. As a condition of securing water service from the Town for the Subject Property, the Owner agrees to install those certain water infrastructure improvements (the"Owner-Installed Facility") in accordance with the required plans, specifications, and materials as outlined and depicted in the Water Distribution to Serve Trico Electric Cooperative, Plan No. ENG2309-008, sealed by the Rick Engineering Company on October 24, 2023 and approved by the Town of Marana on November 22,2023 (the"Facility Plan"),which is on file in the office of the Town of Marana Water Department. E. The Owner desires that the Town take ownership of, operate, and service the Owner-Installed Facility. F. The Town is willing to accept the Owner-Installed Facility and permit it to be connected to the Town water system provided it meets Town standards and the work is done in accordance with Town requirements. 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 Owner-Installed Facility 1.1. Owner installation of the Owner-Installed Facility. The Owner has designed and shall install, at the Owner's own expense (subject to the reimbursement provisions of this Agreement), the Owner-Installed Facility as depicted in the Facility Plan. The Owner-Installed Facility 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 00074000.DOCX/11 Exhibit A to Marana Resolution No. 2024-017 note identifying the Owner-Installed Facility as a new water facility and shall show any and all alterations to the existing water system. Construction and installation of the Owner-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." 1.2. Work by licensed contractor. The Work shall be performed by a contractor properly licensed 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. 1.3. Payment of connection fees. Before any service connections are made from the Town's water system to the Owner-Installed Facility, the person or entity seeking the service connection shall pay to the Town the connection fees and any other fees required under Marana Town Code Title 14. 1.4. 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 two-inch water meter on the Subject Property are detailed below. Note that smaller or larger meters will incur different fees than shown below. 1.4.1. Meter Install Fee: $1,840.00 1.4.2. Water Infrastructure Development Impact Fee: $26,841.00 1.4.3. Water Resource Development Impact Fee: $42,859.00 1.5. Mandarina Water Oversizing Recovery Charge. Pursuant to paragraph 1.8 of the Town of Marana Agreement for Construction of Water Facilities Under Private Contract — Mandarina Offsite Water, recorded in the office of the Pima County Recorder on February 5, 2021, at Sequence No. 20210360145 (the "Mandarina Agreement"), the Town established an oversizing recovery charge of$499.50 per equivalent dwelling unit (EDU) for a five-eighths- inch meter as a reimbursement mechanism for the oversized portion of water infrastructure constructed by the developer of the Mandarina development (the "Mandarina Oversizing Recovery Charge"),as set forth in the Mandarina Agreement. Based on Town equivalency tables and calculations, the Mandarina Oversizing Recovery Charge for a two-inch water meter is $3,996.00 per EDU. 1.5.1. Reconciliation.As stated in Recitals H and I of the Mandarina Agreement, the underlying costs used to calculate the Mandarina Oversizing Recovery Charge were based on estimated construction costs and EDU counts prior to the actual construction of the Mandarina water infrastructure.Paragraph 1.8.6 of the Mandarina Agreement acknowledges that"final construction quantities and amounts will be provided after construction of the [Mandarina water infrastructure] is completed"; and paragraph 1.8.5 provides that if"the actual pipe capacity and/or the actual number of lots and size of meters used to develop the [Mandarina development] results in a different EDU count, the number of EDUs required to pay" the Mandarina Oversizing Recovery Charge shall be adjusted and the 00074000.DOCX/12 Exhibit A to Marana Resolution No. 2024-017 Mandarina Oversizing Recovery Charge "shall be re-calculated accordingly."As of the date of this Agreement, the Mandarina developer has submitted to the Town for review actual costs for the construction of the Mandarina facility,and a reconciliation agreement between the Town and the Mandarina Developer regarding the Mandarina Oversizing Recovery Charge is anticipated to be forthcoming. Owner hereby acknowledges the forgoing and hereby agrees to pay the difference between the currently established Mandarina Oversizing Recovery Charge and the re-calculated Mandarina Oversizing Recovery Charge once the reconciliation agreement between the Town and Mandarina is effective and a re-calculated Mandarina Oversizing Recovery Charge is established. 1.6. Owner-Installed Facility acceptance by Town. No service connections shall be made from the Town's water system to the Owner-Installed Facility until the Owner-Installed Facility has been accepted by the Town in accordance with Marana Town Code Title 14. 1.7. Owner's certification. Execution of this Agreement certifies that the Owner 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. 1.8. Termination for lack of Work. Approval of the Facility Plan shall lapse and this Agreement shall terminate if the Work has not commenced within one year of the date of this Agreement,or if the Work is discontinued for a period of one year. 2. Engineering and Inspection 2.1. Registered civil engineer. The Owner shall employ a registered Civil Engineer registered in the State of Arizona to design, lay out, establish control lines for and certify the layout of the Work according to the Facility Plan. 2.2. Town inspector's authority.Any inspector authorized by the Town shall have full inspection authority over the Work. 2.3. Inspection provisions. The Owner 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. Inspection 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 Owner or any contractor. 2.4. Payment of Town inspector's overtime cost. If scheduling by the Owner's contractor reasonably requires the Town's inspector to work overtime, the Owner or Owner's contractor 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. 3. Preconstruction Procedure 3.1. Request to begin construction. The Owner shall submit a written request to the Town to begin construction five working days before the Work is to commence. 00074000.DOCx/13 Exhibit A to Marana Resolution No. 2024-017 3.2. Construction permit. This Agreement shall be completed, signed and notarized, and returned to the Town prior to issuance of a construction permit for the Work. 3.3. 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. 3.4. 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. 3.5. 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 removed from the site. 3.6. Permits and approvals.The Owner shall,at Owner'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. 4. Construction 4.1. Owner's presence on site. The Owner, or Owner's designated agent, shall be present at all times during performance of the Work. The name of the Owner'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 Owner. 4.2. Competence and diligence.The Owner r shall employ only competent and efficient laborers, mechanics or artisans on the Work, and the Owner agrees to perform diligently to complete the Work on or before the completion date given in the notice to proceed. 4.3. Paving. The Owner shall identify and locate all water valves prior to paving and set valve boxes to final grade after paving. 4.4. Alterations to the existing Town water system. The Owner shall, at the Owner's own expense, make any and all alterations to the existing water system either on-site or off-site necessitated by paving, drainage, or other improvements caused by the development of the Subject Property. 4.5. Worksite safety. The Owner 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 Owner 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. 5. Dedication 5.1. Transfer of the Owner-Installed Facility to the Town. Upon the Town's final acceptance of the Work, the Owner shall at no cost grant, bargain, sell, convey, transfer and deliver to the Town the Owner-Installed Facility free and clear of all liens, claims, charges or encumbrances. 5.2. Two-year warranty. The Owner guarantees the Work to be free from all failures due to poor workmanship or materials,and the Owner guarantees the existing water infrastructure detailed in the Facility Plan that is to be accepted by the Town for maintenance to be free from 00074000.DOCX/14 Exhibit A to Marana Resolution No. 2024-017 all failures caused by any damage,defect,wear and tear,or other condition currently existing as of the date the Town accepts the Work, for a period of two years from the date of the Town's final acceptance of the Work. 5.3. Other conflicting construction prohibited.The Owner shall not construct or allow the construction of any utility,structure,building,or other improvement that would interfere with the operation or maintenance of the Owner-Installed Facility. 5.4. Owner's obligation to maintain finished grade. The Owner guarantees that all service lines, meters, and meter boxes on the Subject Property will be to finished grade and that the Owner will remain responsible for raising or lowering said services as required until the Subject Property is fully developed. 5.5. Acceptance by the Town.The Town shall accept title to and take possession of the Owner-Installed Facility when the Work has been completed to the satisfaction of the Town. Subject to the Owner's continuing obligations under this Agreement,the Town shall operate and service the Owner-Installed Facility after taking over possession of it under this paragraph. 6. Miscellaneous 6.1. Indemnity. Owner 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 Owner 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 Owner-Installed Facility. 6.2. Binding effect. This Agreement shall be binding upon and inure to the benefit of the heirs,executors,administrators, successors and assigns of the Parties. 6.3. Consent required for assignment. The Owner may not assign this Agreement without the prior written consent of the Town. 6.4. 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. 6.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. 6.6. Entirety and Amendments. This Agreement embodies the entire agreement between the Parties and supersedes all prior agreements and understandings, if any, relating to the transaction described herein. This Agreement may be amended or supplemented only by an instrument in writing executed by the Parties. [Signature page follows.] 00074000.DOCX/15 Exhibit A to Marana Resolution No. 2024-017 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures. THE"TOWN": THE"Owner": TOWN OF MARANA, TRICO ELECTRIC COOPERATIVE, INC., an an Arizona municipal corporation Arizona nonprofit corporation By: By: Ed Honea, Mayor Eric Hawkins,Chief Operating Officer Date: Date: Z ( 2— ( AT FEST: David L. Udall,Town Clerk APPROVED AS TO FORM: Jane Fairall,Town Attorney STATE OF Nit ) )ss County of ? ) The foregoing instrument was acknowledged before me on -Febircia_v(1I L , 2024 by Eric Hawkins, the Chief Operating Officer of TRICO ELECTRIC COOPERATIVE, INC., an Arizona nonprofit corporation, on behalf of the corporation. (Seal) :)a_k,v(Aa /1, IdLe (C-C: 102 Po, SANDRA MENDEZ Notary Public Notary Public-Arizona i '16 Commimssio Countyn 621701 '9' My Comm.Expires Mar 9,2026 00074000.DOCX/16