GRIC ENTENTE_SOLAR.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE
GILA RIVER INDIAN COMMUNITY
FOR THE EXCHANGE OF SERVICES (ENTENTE)
(C-64-19- -M-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a
political subdivision of the State (County), and the Gila River Indian Community, a
federally recognized Indian Tribe organized pursuant to Section 16 of the Indian
Reorganization Act of 1934 (Community). The County and the Community are
collectively referred to as the Parties or individually as a Party.
This Agreement shall become effective as of the date it is approved by the Maricopa
County Board of Supervisors.
STATUTORY AUTHORIZATION
1. A.R.S. §11-251 and §§28-6701 et seq. authorize the County to layout, maintain,
control and manage public roads within the County.
2. A.R.S. §§11-951 et seq. authorize public agencies to enter into Intergovernmental
Agreements for the provision of services or for joint or cooperative action.
DURATION
3. This Agreement shall become effective as of the date it is approved by the
Maricopa County Board of Supervisors and the Community Council and remain in
full force and effect until it is terminated by either Party. Any Party may terminate
this Agreement for any reason upon furnishing the other Party with a written notice
at least thirty (30) days prior to the effective termination date.
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BACKGROUND
4. The Parties desire to develop and implement a cooperative highway
improvement program whereby routine or emergency highway maintenance will
be implemented more efficiently (Entente Program). The Entente Program is
designed to focus on the maintenance task needed and the availability of
resources. The Entente Program is a method of providing goods and services to
each Party by entering into temporary Letters of Agreement (LOA or LOAs). The
Parties desire to authorize the County Transportation Director, or a designee,
and the Community Department of Transportation Director, or a designee, to
enter into separate LOAs for each routine or emergency highway maintenance
project.
5. The Parties previously entered into an Intergovernmental Agreement under
agenda item number C-64-13-135-M-00 and recorded as Maricopa County
Recorder No. 2013-0361057. The Intergovernmental Agreement authorize the
Entente Program between the Parties and became effective on April 10, 2013.
This Agreement supersedes the previously approved Intergovernmental
Agreement.
PURPOSE OF THE AGREEMENT
6. The purpose of this Agreement is to establish procedures to authorize the County
Transportation Director, or a designee, and the Community Department of
Transportation Director, or a designee, to enter into LOAs to exchange goods or
services between each Party in order to perform routine or emergency highway
maintenance services.
TERMS OF THE LOA
7 Each LOA will describe the routine or emergency highway maintenance project
and the goods or services that are being exchanged between the Parties. If
applicable, the LOA will also state the amount of reimbursement owed to the
other Party if the value of goods or services exchanged is not of equal value;
provided, however, the total aggregate reimbursement that is in excess of the
value of the goods or services received for all LOAs entered into pursuant to this
Agreement shall not exceed $250,000 per fiscal year.
8. After the Parties enter into an LOA, if there are unexpected or unforeseen costs
that cause the value of the goods or services exchanged to become unequal or
add to the amount of reimbursement for that LOA, the Parties shall amend the
LOA, in writing; provided, however, that the additional reimbursement shall not
cause the total aggregate reimbursement for all LOAs to exceed $250,000 per
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fiscal year.
9. Prior to any work being performed under an LOA by either the County or the
Community, payment shall be remitted to the owed Party for the project work to
be done pursuant to the LOA.
10. All routine or emergency highway maintenance projects shall be performed in
accordance with "Uniform Standard Specifications for Public Works
Construction," current edition/revisions as of the date of each LOA and the
"Uniform Standard Details for Public Works Construction," current
edition/revisions as of the date of each LOA which are sponsored and distributed
by the Maricopa Association of Governments (MAG) and any amendments or
supplements adopted by the County and the Community, as applicable.
11. All routine or emergency highway maintenance projects shall be performed with
existing resources.
12. Nothing in any LOA shall be interpreted to enlarge or expand the County's or the
Community's authority.
TERMS OF THE AGREEMENT
13. Responsibilities of the County:
13.1 The County Transportation Director, or their designee, may select routine
or emergency highway maintenance projects suitable for an LOA and
enter into LOAs with the Community for the exchange of goods or services
for highway maintenance projects. If the value of County provided goods
or services exchanged with the Community is less than the value of goods
and services provided by the Community, the County shall remit to the
Community the difference in value, provided that the total aggregate
reimbursement to the Community for all LOAs will not exceed $250,000
per fiscal year.
13.2 The County shall remit to the Community any sums due to the Community
for its contribution of goods and services the value of which exceed the
value of goods and services provided by the County, less any payments
previously remitted, within 30 days of receipt of an itemized statement
from the Community.
13.3 The County shall complete each routine or emergency highway
maintenance project, such as those generally outlined in Exhibit A, which
is attached to this Agreement and incorporated into this Agreement by
reference, in accordance with the County's procurement code and policies
and the "Uniform Standard Specifications for Public Works Construction,"
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current edition/revisions as of the date of each LOA and the "Uniform
Standard Details for Public Works Construction," current edition/revisions
as of the date of each LOA which are sponsored and distributed by the
Maricopa Association of Governments (MAG) and any amendments or
supplements adopted by the County.
13.4 Prior to the end of every fiscal year of the County, the County shall provide
the Community a statement of services performed by the County pursuant
to an executed LOA (County Statement). The County Statement shall
also include an itemization of any and all costs owed to the County by the
Community and an invoice for such costs. The County's fiscal year ends
June 30th.
13.5 The County shall permit the Community to inspect the routine or
emergency highway maintenance projects undertaken by the County on
behalf of the Community and pursuant to an LOA. If the Community
reasonably believes the project is not being conducted by the County in
conformance with the LOA, or the Community reasonably believes that
that project has not been undertaken and conducted in a good and
workmanlike manner, the County shall correct or re-perform it, as
necessary, to the reasonable satisfaction of the Community.
14. Responsibilities of the Community:
14.1 The Community Department of Transportation Director, or a designee,
may select routine or emergency highway maintenance projects suitable
for an LOA and to enter into LOAs with the County for the exchange of
goods and services for highway maintenance projects. If the value of the
Community provided goods or services exchanged with the County is less
than the value of goods and services provided by the County, the
Community shall remit to the County the difference in value, provided that
, the total aggregate reimbursement to the County for all LOAs will not
exceed $250,000 per fiscal year.
14.2 The Community shall remit to the County any sums due to the County for
its contribution of goods and services the value of which exceed the value
of goods and services provided by the Community, less any payments
previously remitted, within 30 days of receipt of an itemized statement
from the County.
14.3 Complete each routine or emergency highway maintenance project, such
as those generally outlined in Exhibit A, in accordance with the
Community's procurement code and policies and the Uniform Standard
Specifications for Public Works Construction," current edition/revisions as
of the date of each LOA and the "Uniform Standard Details for Public
Works Construction," current edition/revisions as of the date of each LOA
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which are sponsored and distributed by the Maricopa Association of
Governments (MAG) and any amendments or supplements adopted by
the Community.
14.4 Prior to the end of every fiscal year of the County, the Community shall
provide the County a statement of services performed by the Community
pursuant to an executed LOA (Community Statement). The Community
Statement shall also include an itemization of any and all costs owed to
the Community by the County and an invoice for such costs. The
County's fiscal year ends June 30th.
14.5 The Community shall permit the County to inspect the routine or
emergency highway maintenance projects undertaken by the Community
on behalf of the County and pursuant to an LOA. If the County reasonably
believes the project is not being conducted by the Community in
conformance with the LOA, or the County reasonably believes that that
project has not been undertaken and conducted in a good and
workmanlike manner, the Community shall correct or re-perform it, as
necessary, to the reasonable satisfaction of the County.
15. Each Party will maintain a record of the goods and services exchanged over the
life of the Agreement. For the purposes of calculating the $250,000 fiscal year
limit, the total aggregate reimbursement made by one Party to the other Party will
not be offset by the value of the goods or services received.
MANNER OF FINANCING
16. The County and the Community shall budget, finance and bear the expense of
each LOA separately. The County Transportation Director and the Community
designee shall ensure that sufficient financing is available prior to entering into an
LOA.
GENERAL TERMS AND CONDITIONS
17. By entering into this Agreement, the Parties agree that to the extent permitted by
law, each Party will indemnify, defend and save the other Parties harmless,
including any of the Parties' departments, agencies, officers, employees, elected
officials or agents, from and against all loss, expense, damage or claim of any
nature whatsoever which is caused by any activity, condition or event arising out
of the negligent performance or nonperformance by the indemnifying Party of any
of the provisions of this Agreement. By entering into this Agreement, each Party
indemnifies the other against all liability, losses and damages of any nature for or
on account of any injuries or death of persons or damages to or destruction of
property arising out of or in any way connected with the performance or
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nonperformance of this Agreement, except such injury or damage as shall have
been caused or contributed to by the negligence of that other Party. The
damages which are the subject of this indemnity shall include but not be limited
to the damages incurred by any Party, its departments, agencies, officers,
employees, elected officials or agents. In the event of an action, the damages
which are the subject of this indemnity shall include costs, expenses of litigation
and reasonable attorney's fees.
18. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
19. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and
further acknowledge that:
19.1 Any contractor or subcontractor who is contracted by a Party to perform
work on the Project shall warrant their compliance with all federal
immigration laws and regulations that relate to their employees and their
compliance with A.R.S. Section 23-214(A), and shall keep a record of the
verification for the duration of the employee's employment or at least three
(3) years, whichever is longer.
19.2 Any breach of the warranty shall be deemed a material breach of the
contract that is subject to penalties up to and including termination of the
contract.
19.3 The Parties retain the legal right to inspect the papers of any contractor or
subcontractor employee who works on the Project to ensure that the
contractor or subcontractor is complying with the warranty above and that
the contractor agrees to make all papers and employment records of said
employee available during normal working hours in order to facilitate such
an inspection.
19.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
20. Each Party to this Agreement warrants that neither it nor any contractor or
vendor under contract with the Party to provide goods or services toward the
accomplishment of the objectives of this Agreement is suspended or debarred by
any federal agency which has provided funding that will be used in the Project
described in this Agreement.
21. Each of the following shall constitute a material breach of this Agreement and an
event of default ("Default") hereunder: A Party's failure to observe or perform any
of the material covenants, conditions or provisions of this Agreement to be
observed or performed by that Party ("Defaulting Party"), where such failure shall
continue for a period of thirty (30) days after the Defaulting Party receives written
notice of such failure from the non-defaulting Party provided, however, that such
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failure shall not be a Default if the Defaulting Party has commenced to cure the
Default within such thirty (30) day period and thereafter is diligently pursuing
such cure to completion, but the total aggregate cure period shall not exceed
ninety (90) days unless the Parties agree in writing that additional time is
reasonably necessary under such circumstances to cure such default. In the
event a Defaulting Party fails to perform any of its material obligations under this
Agreement and is in Default pursuant to this Section, the non-defaulting Party, at
its option, may terminate this Agreement. Further, upon the occurrence of any
Default and at any time thereafter, the non-defaulting Party may, but shall not be
required to, exercise any remedies now or hereafter available to it at law or in
equity.
22. All notices required under this agreement to be given in writing shall be sent to:
County:
Maricopa County Department of Transportation
Attn: Intergovernmental Relations Branch
2901 West Durango Street
Phoenix, Arizona 85009
Community:
Gila River Indian Community
Department of Transportation
Attn: Transportation Director
Post Office Box 97
Sacaton, Arizona 85147
All notices required or permitted by this Agreement or applicable law shall be in
writing and may be delivered in person (by hand or courier) or may be sent by
regular, certified or registered mail or U.S. Postal Service Express Mail, with
postage prepaid, and shall be deemed sufficiently given if served in a manner
specified in this paragraph. Either Party may by written notice to the other specify
a different address for notice. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent by
regular mail, the notice shall be deemed given 72 hours after the notice is
addressed as required in this paragraph and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that
guarantee next day delivery shall be deemed given 24 hours after delivery of the
notice to the Postal Service or courier.
23. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
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24. This Agreement does not create a duty or responsibility unless the intention to do
so is clearly and unambiguously stated in this Agreement.
25. This Agreement does not grant authority to control the subject roadway, except
to the extent necessary to perform the tasks expressly undertaken pursuant to
this Agreement.
26. Any funding provided for in this Agreement, other than in the current fiscal year,
is contingent upon being budgeted and appropriated by the Maricopa County
Board of Supervisors and the Community Council in such fiscal year. This
Agreement may be terminated by any Party at the end of any fiscal year due to
non-appropriation of funds.
27. This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assignees. Neither Party shall assign its interest
in this Agreement without the prior written consent of the other Party.
28. This Agreement and all Exhibits attached to this Agreement set forth all of the
covenants, promises, agreements, conditions and understandings between the
Parties to this Agreement, and there are no covenants, promises, agreements,
conditions or understandings, either oral or written, between the Parties other
than as set forth in this Agreement, and those agreements which are executed
contemporaneously with this Agreement. This Agreement shall be construed as a
whole and in accordance with its fair meaning and without regard to any
presumption or other rule requiring construction against the party drafting this
Agreement. This Agreement cannot be modified or changed except by a written
instrument executed by all of the Parties hereto. Each Party has reviewed this
Agreement and has had the opportunity to have it reviewed by legal counsel.
29. The waiver by any Party of any right granted to it under this Agreement is not a
waiver of any other right granted under this Agreement, nor may any waiver be
deemed to be a waiver of a subsequent right obtained by reason of the
continuation of any matter previously waived.
30. Wherever possible, each provision of this Agreement shall be interpreted in such
a manner as to be valid under applicable law, but if any provision shall be invalid
or prohibited under the law, such provision shall be ineffective to the extent of
such prohibition or invalidation but shall not invalidate the remainder of such
provision or the remaining provisions.
31. Except as otherwise provided in this Agreement, all covenants, agreements,
representations and warranties set forth in this Agreement or in any certificate or
instrument executed or delivered pursuant to this Agreement shall survive the
expiration or earlier termination of this Agreement for a period of one (1) year.
32. Nothing contained in this Agreement shall create any partnership, joint venture or
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other agreement between the Parties hereto. Except as expressly provided in
this Agreement, no term or provision of this Agreement is intended or shall be for
the benefit of any person or entity not a party to this Agreement, and no such
other person or entity shall have any right or cause of action under this
Agreement.
33. Time is of the essence concerning this Agreement. Unless otherwise specified in
this Agreement, the term "day" as used in this Agreement means calendar day. If
the date for performance of any obligation under this Agreement or the last day
of any time period provided in this Agreement falls on a Saturday, Sunday or
legal holiday, then the date for performance or time period shall expire at the
close of business on the first day thereafter which is not a Saturday, Sunday or
legal holiday.
34. Sections and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.
35. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute the same
instrument. Faxed, copied and scanned signatures are acceptable as original
signatures.
36. The Parties agree to execute and/or deliver to each other such other instruments
and documents as may be reasonably necessary to fulfill the covenants and
obligations to be performed by such Party pursuant to this Agreement.
End of Agreement - Signature Page Follows
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IN WITNESS WHEREOF, the Parties have executed this Agreement.
GILA RIVER INDIAN COMMUNITY
Recommended by:
`-(
Timothy Oliver;Director Date
Department of Transportation
Approved and Accepted by:
phen R. Lewis te
Governor
Attest by:
APPROVAL OF COMMUNITY ATTORNEY
I hereby state that I have reviewed the proposed Intergovernmental Agreement and
declare the Agreement to be in proper form and within the powers and authority granted
to the Community by its respective governing body.
munity Attorney
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IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY
Recommended by:
oth, P.E. Date
Mansboitation Director
Approved and Accepted by:
Bill Gates, Chairman Date
Board of Supervisors
Attest by:
Clerk of the Board Date
APPROVAL OF DEPUTY COUNTY ATTORNEY
I hereby state that I have reviewed the proposed Intergovernmental Agreement and
declare the Agreement to be in proper form and within the powers and authority granted
to the County by the Board of Supervisors under the laws of the State of Arizona.
Deputy County Attorney Date
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EXHIBIT A
Road-related Tasks:
a. Grading
b. Sweeping
c. Surface Treatment/Seal Coats
d. Signage
e. Striping
f. Debris Removal
9. Material Hauling
h. Fence Repair
i. Storm Drain/Culvert Repair
Barricading
k. Pothole Repair
I. Signal Maintenance
m. Equipment Exchange
n. Concrete Repair
o. Bridge Repairs
P. Storm Repairs
q. Guardrail Repairs
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