IGA_GILACOUNTY_MARICOPACOUNTY_TOWER 2-26-19.DOCX

INTERGOVERNMENTAL AGREEMENT
BETWEEN
GILA COUNTY, AZ
AND
MARICOPA COUNTY, AZ
Maricopa County #C-78-19-____-__-00
G-30211
This Intergovernmental Agreement ("IGA" or "Agreement") is entered into by and
between Gila County, a political subdivision of the State of Arizona acting through its Board of
Supervisors (“Gila County”) and Maricopa County a political subdivision of the State of Arizona
(“Maricopa County”). Gila County and Maricopa County shall be collectively referred to hereafter
as the “Parties” or individually as a “Party”.
RECITALS
WHEREAS, Maricopa County and Gila County are authorized to enter into this
Agreement by approval of their respective Boards of Supervisors pursuant to ARS § 11-952
et seq. and,
WHEREAS, Maricopa County owns a communication tower situated on top of Mt. Ord
at the end of US Forest Service Road #626 with GPS coordinates 33 degrees 54.307 North 111
24.508 West (“Communication Tower”); and
WHEREAS, the Communication Tower is located on land leased to Maricopa County
under that certain Communications Use Lease by and between the United States of America
Department of Agriculture, acting through its Forest Service (MES811) dated June 15, 2011, as
amended by that certain Special Use Authorization between the same parties which was fully
executed on October 14, 2016 (together the “USFS Lease”). The USFS Lease grants Maricopa
County the right to establish, operate and maintain a communication facility on the land described
and depicted on Exhibit “A” which is attached hereto and made a part hereof (“Premises”); and
WHEREAS, Gila County owns, operates, and maintains a communication facility on
land adjacent to the Premises which they occupy by virtue of that certain Communications
Use Lease by and between the United States of America Department of Agriculture, acting
through its Forest Service (MES102755) dated April 21,1997; and
WHEREAS, the Parties desire by this Agreement to provide the terms and conditions
Page 1 of 13

covering the installation, operation, and maintenance of the radio communication equipment
and other Gila County personal property identified in Exhibit “B”, which is attached hereto
and incorporated herein by this reference (“Communication Equipment”), on the Premises
and/or the Communication Tower.
NOW THEREFORE, in consideration of the mutual promises and undertakings of
the Parties hereinafter set forth, it is hereby agreed as follows:
TERMS OF AGREEMENT
1. Purpose and Incorporation of Recitals. The purpose of this IGA is to set forth the terms
and conditions covering the installation of Gila County’s Communication Equipment onto
the Communication Tower. The Recitals set forth above are hereby incorporated into this
Agreement.
2. Term.
a) This Agreement shall become effective as of the date it is fully executed by the Parties
and shall remain in full force and effect for a term of ten (10) years unless sooner
terminated by either Party as provided for in this Agreement.
b) Upon mutual agreement of the Parties, the term of this Agreement may be renewed for
up to three (3) periods of five (5) years each. If Gila County desires to renew the term
of this Agreement, Gila County shall provide their renewal proposal in writing to
Maricopa County a minimum of one hundred twenty (120) days in advance of the end
of the current term.
3. Permitted Use. During the term of this Agreement and any renewals hereof, Maricopa
County agrees to make the Communication Tower available for Gila County’s installation,
operation, and maintenance of the Communication Equipment to· the fullest extent that is
technically and legally feasible, pursuant to the terms of this Agreement.
4. Gila County Responsibilities. In consideration for the use of the Communication Tower,
Gila County agrees as follows:
a) All components of the Communication Equipment described on Exhibit B shall be
provided at the sole cost and expense of Gila County.
b) No Communication Equipment can be installed on the Communication Tower until
Gila County provides, at its sole cost and expense, a Communication Equipment
preliminary placement design to Maricopa County’s for its review and approval. The
Communication Equipment preliminary placement design shall, at a minimum,
include:
(i) Preferred elevations of Communication Equipment; and
Page 2 of 13

(ii) Preferred location (i.e. leg of tower) of Communication Equipment denoted by
type (i.e. make and model); and
(iii) No equipment placement between 95 and 130 feet on the Communication
Tower in accordance with Maricopa County’s USFS Lease.
c) The Communication Tower may need to be upgraded to accommodate the
Communication Equipment. Gila County shall, at its sole cost and expense, pay
Maricopa County, in advance based on a Maricopa County-approved bid, for the one-
time cost to analyze the Communication Tower and preliminary placement design to
determine if the installation of Gila County’s Communication Equipment will require
upgrades, improvements, and/or retrofits to the Communication Tower.
d) If the Communication Tower will require upgrades, improvements, and/or retrofits to
accommodate the Communication Equipment, then Gila County shall, at its sole cost
and expense, reimburse Maricopa County for the cost to design, permit, and construct
the Communication Tower upgrades, improvements, and/or retrofits.
e) Gila County shall also pay, at its sole cost and expense, for any studies, permitting,
engineering design, and construction associated with the design and installation of
the Communication Equipment.
f) Gila County shall provide all studies and design plans to Maricopa County for review,
comment, and approval in the manner set forth in Section 14 of this IGA before
approval of final construction plans and Maricopa County, at its sole discretion, shall
have the right to approve of the contractor Gila County proposes to conduct the
installation of the Communication Equipment.
g) Gila County shall contact the Manager of Maricopa County Wireless Systems a
minimum of two (2) business days in advance, as set forth in Section 14 of this
IGA to coordinate installation, maintenance, and/or removal of the Communication
Equipment.
h) Gila County shall operate and maintain the Communication Equipment, at its sole cost
and expense, using either personnel from an outside service provider acceptable to
Maricopa County or Gila County personnel. For all routine maintenance at the
Communication Tower, Gila County shall provide a minimum of two (2) business days’
notice to Maricopa County of the proposed entry and work by calling 602-506-1911. It is
understood and agreed that a Maricopa County technician shall be present at all times
when work is performed by an outside service provider on the Communication Tower
on behalf of Gila County.
i) Gila County shall provide Maricopa County current copies of FCC licenses needed to
operate the Communication Equipment on the Communication Tower.
j) Gila County shall ensure the security of the Communication Tower and not allow
unauthorized persons to have access thereto. Gila County shall not allow any use of
the Communication Tower by private or commercial organizations without the prior
Page 3 of 13

written consent of Maricopa County.
k) Should Gila County desire to modify, or make additions to, the Communication
Equipment in the future, Gila County shall provide written notice of their request to
Maricopa County at least one hundred eighty (180) days in advance of the proposed
work. If the modification and/or additional equipment is approved by Maricopa
County, the terms and conditions associated with the work shall be set forth in a written
amendment to this Agreement signed by both Parties.
l) If any improvements currently existing on the Communication Tower need to be
removed and or relocated to install the Communication Equipment, and such removal
or relocation is approved by Maricopa County, the removal and relocation of such
improvements and the costs associated therewith shall also be the sole responsibility of
Gila County.
m) Gila County shall pay, or cause to be paid, taxes of whatever nature that may be levied
or charged upon the rights of Gila County to use the Communication Tower and/or the
Communication Equipment pursuant to this IGA.
5. Maricopa County Responsibilities. Maricopa County agrees to:
a) Review and approve of the Communication Equipment preliminary placement
design within a reasonable time from submittal.
b) Prepare, at Gila County’s sole cost and expense, engineering plans for any required
upgrades, improvements, and/or retrofits to the Communication Tower to
accommodate Gila County’s Communication Equipment.
c) Construct, at Gila County’s sole cost and expense, any required Communication
Tower upgrades, improvements, and/or retrofits to accommodate Gila County’s
Communication Equipment.
d) Provide access to and from the Communication Tower for the installation, operation
and maintenance of the Communication Equipment.
b) Provide Communication Tower space, where available, to install and operate the
Communication Equipment during the term of this Agreement.
c) Review and approve of installation design and construction plans within a
reasonable time from submittal.
6. Fee. There will be no recurring fees incurred by Maricopa County due to Gila County’s
installation, operation, and maintenance of the Communication Equipment and, in
consideration of the increased public safety benefit provided by this co-location, Maricopa
County shall allow Gila County to use the tower space free of charge.
7. Ownership of Communication Equipment. Gila County shall retain full right, title and
interest in and to all Communication Equipment installed by it on the Communication
Page 4 of 13

Tower and may modify, replace or remove any such Communication Equipment when
necessary, provided however, that Maricopa County must approve in advance any such
modification, replacement or removal. The Parties acknowledge and agree that all
Communication Equipment shall be deemed the personal property of Gila County.
8. Compliance with Laws. Each Party shall comply with all federal, state and local laws,
rules, regulations, standards and Executive Orders in fulfillment of this Agreement. Any
changes in the governing laws, rules and regulations during the term of this IGA shall apply
and do not require an amendment to this Agreement.
9. Inspection. Gila County shall inspect the Communication Equipment a minimum of one
(1) time per year and provide a courtesy copy of their findings to Maricopa County.
Maricopa County shall have the right at all times, but not the obligation, to inspect the
Communication Equipment installed on the Communication Tower and shall
immediately notify Gila County of any unsatisfactory condition discovered during the
inspection via written notice in accordance with Section 14 of this IGA. Gila County
shall, within thirty (30) days of said notification, correct the unsatisfactory condition
at its sole cost and expense. In the event of an emergency, Maricopa County shall take
immediate action to correct such· unsatisfactory condition or conditions and Gila
County shall reimburse Maricopa County's for the cost and expense of the corrective
action within thirty (30) days of invoice.
10. Mutual Indemnification. To the fullest extent permitted by law, each Party (as
“Indemnitor”) agrees to indemnify, defend and hold harmless the other Party, its officers,
officials, agents, employees, or volunteers from and against any and all claims, losses,
liability, costs or expenses, including reasonable attorneys’ fees, (“Claims”) arising out of
actions taken in performance of this Agreement to the extent that such Claims are caused
by the acts, omissions, negligence, misconduct, or other fault of the Indemnitor, its officers,
officials, agents, employees, or volunteers.
11. Insurance. The Parties to this Agreement are each self-insured. During the entire time that
this Agreement is in force, each Party, at its sole cost and expense, shall carry and maintain
levels of insurance that are considered standard for the uses and responsibilities set forth
in this Agreement.
12. Termination. This IGA may be terminated by any Party:
a) At the end of any fiscal year due to non-appropriation of funds without any penalty
or liability to the other Party.
b) By written notice for cause or for no cause at least twelve (12) months prior to the
effective date of such termination (“Early Termination”).
Page 5 of 13

c) Failure of either Party to comply with specific requirements of this Agreement will
constitute an event of default. A Party shall provide written notice of default to the
other Party in accordance with Section 14 of this Agreement. A failure of the
defaulting Party to cure the default within thirty (30) days of receipt of the written
notice will be sufficient cause for termination of this Agreement. Notwithstanding
the foregoing, if the default cannot reasonably be cured within the thirty (30) day
period, the Parties may mutually agree to extend the time period to cure the default.
13. Arbitration. Disputes arising from this Agreement shall be subject to binding arbitration
as may be required by A.R.S. § 12-1518. A notice of a dispute must be provided in writing
to the other Party and provide a summary of the issue that is the subject of the dispute.
a) The Parties shall confer within thirty (30) days of receipt of a notice of dispute to
resolve the dispute and/or decide, within ten (10) days after conferring, on a mutually
acceptable arbiter. If a mutually acceptable arbiter cannot be agreed upon within thirty
(30) days after conferring, the Parties shall each name one (1) arbiter and those two (2)
arbiters shall select a third arbiter. Any decisions made shall be made by a majority of
the panel of three arbiters.
b) To the extent permitted by law, each Party agrees to bear its own costs of arbitration.
14. Notice Addresses. All notices herein required to be given to Maricopa County or Gila
County in writing shall be sent to:
MARICOPA COUNTY
Manager, Maricopa County Wireless Systems
Maricopa County Office of Enterprise Technology
3324 W. Gibson Lane
Phoenix, Arizona 85009
with a copy to:
Maricopa County
Attn: Real Estate Director
2801 W. Durango Street
Phoenix, Arizona 85009
GILA COUNTY
Gila County Board of Supervisors
Attn: Gila County Manager
1400 E Ash Street
Globe, Arizona 85501
Page 6 of 13

With a copy to:
Gila County Board of Supervisors
Attn: Information Technology Director
1400 E Ash Street
Globe, Arizona 85501
a) Notice Requirements. All notices required or permitted by this IGA or applicable
law shall be in writing and may be delivered in person (by hand or by courier) or
may be sent by certified mail, return receipt requested, or U.S. Postal Service
Express Mail or other overnight courier, with postage prepaid, and shall be deemed
sufficiently given if served in a manner specified in this Section. The addresses
specified in Section 14 shall be that Party's address for delivery or mailing of notices.
Either Party may by written notice to the other specify a different address for notice.
b) Date of Notice. Any notice sent by 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. 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 same to the Postal Service or courier.
15. Return of Premises. At the termination or expiration of this IGA, Gila County shall remove
the Communication Equipment and restore the Communication Tower to a similar condition
as possible to its condition prior to the installation as directed by Maricopa County within
sixty (60) days, weather permitting.
16. Immigration Law Compliance. As required by A.R.S. § 41-4401, each Party hereby
warrants its compliance with all federal immigration laws and regulations that relate to its
employees and A.R.S. § 23-214(A). Each Party further warrants that after hiring an
employee, it verifies the employment eligibility of the employee through the e-verify
program. If either Party uses any contractor in performance of this IGA, subcontractors
shall warrant their compliance with all federal immigration laws and regulations that relate
to its employees and A.R.S. § 23-214(A), and contractor shall further warrant that after
hiring an employee, such contractor verifies the employment eligibility of the employee
through the e-verify program. A breach of this warranty shall be deemed a material breach
of this IGA subject to penalties up to and including termination of this IGA. Each Party
retains the legal right to inspect the papers of the other Party and its contractor engaged in
performance of this IGA to ensure that the other Party and its contractor are complying
with this warranty. Any inspection will be conducted after reasonable notice and at
reasonable times. If state law is amended after the effective date of this IGA, the Parties’
compliance must be consistent with state law, as amended.
Page 7 of 13

17. Cancellation for Conflict of Interest. This IGA is subject to cancellation for conflict of
interest as provided in A.R.S. § 38-511, which is hereby fully incorporated herein by this
reference as if the same is fully set forth in this IGA.
18. No Assignment. Neither Party to this Agreement shall assign any of the rights received
pursuant to the terms of this IGA without the prior written consent of the other Party.
19. No Partnership or Joint Venture. Nothing contained in this IGA shall create any partnership,
joint venture or other such arrangement between Maricopa County and Gila County. Except
as expressly provided herein, no term or provision of this IGA is intended or shall be for
the benefit of any person or entity not a party hereto, and no such other person or entity
shall have any right or cause of action hereunder.
20. Venue: Governing Law. The proper venue for any proceeding at law or in equity shall be
Maricopa County, Arizona and the Parties hereby waive any right to object to venue. This
IGA shall be construed in accordance with and be governed by the laws of the State of
Arizona.
21. Entire Agreement. This IGA, together with any exhibits attached hereto constitutes the
entire agreement between Maricopa County and Gila County and sets forth all of the
covenants, promises, agreements, conditions and understandings between Maricopa
County and Gila County, and there are no covenants promises, agreements, conditions or
understandings, either oral or written, between Maricopa County and Gila County other than
as set forth herein.
This IGA 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 IGA. This IGA cannot be modified or changed except by a written instrument executed
by both Parties. Maricopa County and Gila County have reviewed this IGA and have had
the opportunity to have it reviewed by legal counsel. This Agreement does not imply
authority to perform any tasks, or accept any responsibility, not expressly stated in this
Agreement. This Agreement does not create a duty or responsibility unless the intention
to do so is clearly and unambiguously stated in this Agreement.
22. Waiver. Waiver by either Party of any breach of any term, condition or covenant herein
contained shall not be deemed to be a waiver of any other term, condition or covenant
herein, or of a subsequent breach of any term, covenant or condition herein. Either Party's
consent to, or approval of, any subsequent or similar act shall not be deemed to render
unnecessary the obtaining of either Party's consent to, or approval of, any subsequent or
similar act by the other, to be construed as the basis of an estoppel to enforce the provision
or provisions of this IGA requiring such consent.
Page 8 of 13

23. Severability. Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be valid under applicable law, but if any provision shall be invalid or
prohibited thereunder, 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 of this Agreement.
24. Authority to Execute. Each Party represents and warrants that the person who executes this
Agreement is duly authorized to execute and deliver this IGA on behalf of said
governmental entity, and that all approvals have been obtained and that this IGA is binding
on said entity in accordance with its terms.
25. Headings. 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.
26. Cooperation. Maricopa County and Gila County agree to cooperate in the execution and/or
delivery to each other such other instruments and documents as may be reasonably
necessary to fulfill the covenants and obligations to be performed by Maricopa and/or Gila
pursuant to this IGA.
27. Agreement as License. The Parties intend and mutually agree that this Agreement shall be
construed as a mere license by Maricopa County to Gila County to install the
Communication Equipment and operate it on the Communication Tower. This Agreement
shall not be construed as a lease, sublease, rental agreement or easement. It is understood
and mutually agreed that Maricopa County has no interest whatsoever in the
Communication Equipment.
28. Counterparts. This IGA may be signed in any number of counterparts with the same effect
as if the signatures thereto and hereto are upon the same instrument.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 9 of 13

IN WITNESS WHEREOF, the Parties hereto agree to carry out the terms of this Agreement
and have executed this Agreement the day and year written below.
MARICOPA COUNTY GILA COUNTY
AUTHORIZED SIGNATURE: AUTHORIZED SIGNATURE:
TYPED NAME: Bill Gates TYPED NAME: Tim R. Humphrey
TITLE: Chairman of the Board of TITLE: Chairman of the Board of
Supervisors Supervisors
DATE: DATE:
ATTEST: ATTEST:
TITLE: Clerk of the Board TITLE: Clerk of the Board
APPROVED AS TO FORM: APPROVED AS TO FORM:
TITLE: Deputy County Attorney, Maricopa TITLE: Deputy County Attorney, Gila
County County
DATE: DATE:
Page 10 of 13

EXHIBIT A
PREMISES
Page 1 of 2
The Project Area is located within the Southwest Quarter of Section 35, Township Seven North,
Range Nine East of the Gila and Salt River Meridian, described as follows:
Commencing at Arizona State Plane coordinate N 1057205.02 E 854719.40;
Thence North 73°56’34” West a distance of 18 feet 00 inches;
Thence North 16°03’26” East a distance 70 feet 3½ inches;
Thence South 73°56’34” East 26 feet 6 inches;
Thence South 16°03’26” West 23 feet 00 inches;
Thence North 73°56’34” West 8 feet 6 inches;
Thence South 16°03’26” West 47 feet 3½ inches to the POINT OF BEGINNING.
The Project Area is 1,461 square feet or 0.0335 Acres more or less.
Page 11 of 13

EXHIBIT A
PREMISES (continued)
Page 2 of 2
Page 12 of 13

EXHIBIT B
COMMUNICATION EQUIPMENT
Station Master Omni Whip (SO Transmit Ord 2)
Station Master Omni Whip (SO Transmit Ord 3)
DB-222 Open Lobe (Tonto Basin Fire)
Yagi for Command channel
Antenna 170 MHZ (TX&RX) - 4-Bay Dipole Loop
Antenna UHF (TX&RX) - Two flat panels with power divider (aimed toward Payson/Globe
Antenna 800 (TX) - 6DB VERT TX
Antenna 800 (TX) - Yagi RX aimed toward Payson (down tilt bracket)
VHF Master Receive Antenna (RX) - Omni Fiberglass “Noodle”
Antenna VHF (TX)
Antenna 144 MHZ - 4-Bay Dipole Loop (all aimed toward Payson)
Antenna UHF 420 MHz (TX&RX) – Horizontal Yagi with Ice Bridge above
Page 13 of 13