IGA WITH FORT MCDOWELL YAVAPAI NATION.PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY
AND FORT MCDOWELL YAVAPAI NATION FOR THE INSTALLATION AND
MAINTENANCE OF SIGNAL FLASHERS
(TE005)
(C-64-18-____——-M-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political
subdivision of the State (County), and Fort McDowell Yavapai Nation, a federally recognized
sovereign Indian Tribe, organized pursuant to the Constitution of the Fort McDowell Yavapai
Nation and Section 16 of the Indian Reorganization Act of 1934 (the Nation). The County and
the Nation are collectively referred to as the Parties or individually as a Party.
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.
3. The Nation is authorized by Section 13(A)(15) of Article V, Legislative Branch, of the
Constitution of the Fort McDowell Yavapai Nation to consult, negotiate, contract,
conclude and perform agreements with Federal, state, local governments and Indian
tribes, as well as any person, association, partnership, corporation, government or other
private entity on behalf of the Nation.
BACKGROUND
4. The installation of signal flashers at the Nation’s Public Safety Building, 10755 North Fort
McDowell Road (the Project), has been requested by the Nation and deemed appropriate
by the County’s Traffic Management staff.
PURPOSE OF THE AGREEMENT
5. The purpose of this Agreement is to identify and define the responsibilities of the County
and the Nation for the installation and maintenance of signal flashers to be installed at the
Public Safety Building, including cost sharing, design, right-of-way acquisition, utility
relocation, construction, and construction management.
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TERMS OF THE AGREEMENT
6. Responsibilities of the County:
6.1. Actas the lead agency for the Project.
6.2 Prepare all the drawings and specifications necessary for the installation of the
signal flashers utilizing County standards.
6.3 Submit copies of the County’s plans, drawings and specifications to the Nation’s
Public Safety Department for review and comment both prior to conducting any
work for the Project and prior to any changes during the Project.
6.4 __ Provide ail of the necessary equipment for the signal flashers.
6.5 Provide the installation of the equipment necessary for the Project.
6.6 Be responsible for the on-going operation and maintenance of the signal
flashers.
6.7 _ Invoice the Nation for their total financial contribution in an amount not to exceed
$18,000, towards the Project. The Nation will be invoiced once the installation
has been completed and accepted by the County and the Nation.
7. Responsibilities of the Nation:
7.1 Review County plans, drawings and specification in a timely manner and
respond back with comments within 15 working days. The Nation shail be
responsible for any required installation of the preferred type of flasher activation
system within the Public Safety Building.
7.2. Remit payment within 30 working days of receipt of an invoice for an amount not
to exceed $18,000.
GENERAL TERMS AND CONDITIONS
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 nonperformance of this Agreement, except such injury or damage as shall
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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.
This Agreement shall become effective as of the date it is approved and executed by the
Maricopa County Board of Supervisors and remain in full force and effect until all
stipulations previously indicated have been satisfied except that it may be amended upon
written Agreement by all Parties. Any Party may terminate this Agreement upon furnishing
the other Party with a written notice at least thirty (30) days prior to the effective termination
date.
10. This Agreement shall be subject to the provisions of A.R.S. Section 38-517.
11. If applicable, the Parties warrant that they are in compliance with A.R.S. Section 41-4401
and further acknowledge that:
11.1 Any contractor or subcontractor who is contracted by a Party to perform work
on the Project shall warrant their compliance with all applicable 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.
11.2 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.
11.3 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.
11.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
12. 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.
13. 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 Defauiting Party receives written notice of such failure from the non-defaulting
party provided, however, that such 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
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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.
14. All notices required under this agreement to be given in writing shall be sent to:
To the County:
Maricopa County Department of Transportation
intergovernmental Relations
2901 West Durango Street
Phoenix, Arizona 85009
To the Nation:
Fort McDowell Yavapai Nation Fire Department
Attention: Fire Chief
10755 North Fort McDowell Road, Ste. 4
Fort McDowell, AZ 85264
With a copy to:
Fort McDowell Yavapai Nation
Office of General Counsel
P.O. Box 17779
Fountain Hills, AZ 85269
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.
15. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
16. This Agreement does not create a duty or responsibility unless the intention to do so is
clearly and unambiguously stated in this Agreement.
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17. 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.
18. 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 Fort McDowell Yavapai Nation Tribal 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. Except as otherwise provided in this Agreement or as established in applicabie jaw, 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.
24. Nothing contained in this Agreement shall create any partnership, joint venture or 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.
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25. 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.
26. 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.
27. 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.
28. 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.
29. The Parties hereby agree that the venue for any claim arising out of or in any way related
to this Agreement shall be within Maricopa County, Arizona.
30. This Agreement shall be governed by the laws of the State of Arizona.
31. Unless otherwise lawfully terminated by the Parties, this Agreement expires upon
completion and mutual acceptance of the Project and fulfillment of all terms of the
Agreement.
End of Agreement - Signature Page to Follow
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IN WITNESS WHEREOF, the Parties have executed this Agreement.
FORT MCDOWELL MARICOPA COUNTY
YAVAPAI NATION
oO Na 4 \20 1P>
J Rte Date
Tar,
Gates rtation Director
Approved and Accepted by: Approved and Accepted by:
Bernadine Burnette Date Chairman Date
President Board of Supervisors
Attest by:
Fran McCaroll Date
Clerk of the Board
APPROVAL OF COUNTY ATTORNEY AND NATION ATTORNEY
| hereby state that | have reviewed the proposed Intergovernmental Agreement and declare the
Agreement to be in proper form and as to my client only, | have determined that the Agreement
is within the powers and authority granted to the Party under applicable laws.
(_) 21S113
bdo)
Nation Attorney — Date Deputy County Attorney Date
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