2024-01-11_TT0342-- PC 505 -- RECORDED-IGA.PDF

Unofficial
2Document
WHEN RECORDED RETURN TO:
C6
Maricopa County Department of Transportation
Wa
Strategic Communications and Outreach Division
INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE
SALT RIVER PIMA-MARICOPA INDIAN COMMUNITY FOR THE IMPROVEMENT OF
MCKELLIPS ROAD FROM STATE ROUTE 101 TO ALMA SCHOOL ROAD
(TT0342)
C-64-20-169-M-00
APPROVED BY THE MARICOPA COUNTY BOARD OF SUPERVISORS
ON THE 6TH DAY OF MAY 2020
DO NOT REMOVE
This is part of the official document
MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION

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INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE
SALT RIVER PIMA-MARICOPA INDIAN COMMUNITY FOR THE IMPROVEMENT OF
MCKELLIPS ROAD FROM STATE ROUTE 101 TO ALMA SCHOOL ROAD
(TT0342)
|
(C-64-20 - (4 -M-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political
subdivision of the State of Arizona (County) and the Salt River Pima-Maricopa Indian Community
(SRP-MIC), a federally-recognized sovereign Indian Tribe established by Executive Order 1416.
The County and SRP-MIC are collectively referred to as the Parties or individually as a Party.
STATUTORY AUTHORIZATION
A.R.S. §§11-251 and 28-6701, ef seq., authorizes the County to layout, maintain, control and
manage public roads within its respective County, to acquire and condemn property necessary
for such purposes, and to enter into this Agreement.
A.R.S. § 11-951, ef seg., provides that public agencies may enter into Intergovernmental
Agreements for the provision of service-etes! ounet_int or cooperative action.
Article VII, Section 1(h) of the Constitution of the SRP-MIC authorizes the SRP-MIC Community
Council to consuit, negotiate, contract and conclude and perform agreements with Federal,
state and local governments and Indian Tribes, as well as any person, association, partnership,
corporation, government or other private entity.
BACKGROUND
The McKellips Road improvement projects that are the subject of this Agreement lie entirely
within the SRP-MIC and provide an integral connection between two major valley freeways,
State Route 101 and State Route 202.
The Maricopa Association of Governments (MAG) adopted a Regional Transportation Plan
(RTP) which included the design and construction of improvements to that portion of McKellips
Road from State Route101 to Alma School Road.
In a collaborative effort between the County and SRP-MIC, that portion of McKellips Road
described immediately above will be widened to four through lanes with a raised median, curb,
gutter, bike lanes, sidewalk, drainage, traffic signals, traffic signal interconnect, intersection
lighting, private utility coordination and relocation, and right-of-way and easement acquisition
(County Project).
The County Project addressed under this Agreement is comprised of the design, permitting,
environmental clearance, acquisition of right-of-way/easement(s), utility relocation,
construction, and construction management, in accordance with the applicable SRP-MIC,
Federal, and County’s standards.

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County financial participation shall be limited to aspects of the County Project that are essential
for the establishment of a safe roadway. The County will not financially participate in County
Project enhancements such as landscaping, irrigation, street lighting, visual mitigation,
decorative pavers, or street furniture unless there is a benefit to the County that can be
demonstrated by a benefit/cost analysis.
County Project construction is scheduled to begin in Fiscal Year 2021.
10. The County Project costs for the County are estimated as follows:
10.1 Design: $ 957,783
10.2 —_ Utility relocation: $ 1,200,000
10.3. Right-of-way/easement acquisition: $ 5,202,477
10.4 — Environmental: $ 293,454
10.5 | Construction: $ 7,565,000
10.6 Construction Management: $ 1,135,000
10.7 —‘ Total cost: $16,353,714
11. Simultaneously SRP-MIC will upgrade an existing water line and an existing sewer line and,
install infrastructure for future street lighting and landscaping to SRP-MIC standards (SRP-MIC
Project).
12. SRP-MIC will solely be responsible for the costs of these SRP-MIC Project improvements which
are estimated as follows:
Unofficial Document
12.1 Water Line: $3,250,000
12.2 Sewer Line: $2,000,000
12.3 Street Lighting and Landscaping: $ 225,000
12.4 Construction Management: $ 825,000
12.5 Total cost: $6,300,000
PURPOSE OF THE AGREEMENT
13. The purpose of this Agreement is to identify and define the responsibilities of the Parties, including
but not limited to cost-sharing, design, permitting, environmental clearance, right-of-way
acquisition, utility relocation, construction, and construction management.
TERMS OF THE AGREEMENT
14. Responsibilities of the County:
14.1. The County shall act as the lead agency and be the responsible Party for the County
and SRP-MIC Projects (collectively Projects), including the design, utility relocation,
environmental clearance, construction, and construction management.
14.2 The County shall design and construct the County Project to County standards.
14.3 The County shall design and construct the SRP-MIC Project to SRP-MIC standards.
14.4 The County shall provide SRP-MIC with copies of design pians for review and comment.

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14.5 The County shall coordinate with SRP-MIC throughout the design and construction
phases of the Projects, which shall include staff support (design and inspection) from
SRP-MIC.
14.6 The County shall be financially responsible for the dedicated time by its staff, including
plan reviews and inspections, as it relates to the Projects. The cost shall not be credited
toward the County’s cost share obligation.
14.7 The County shall be responsible for an estimated financial contribution of $11,151,237
towards the design, environmental, utility relocation, construction, and construction
management costs of the Projects as well as $5,202,477 for the right-of-way/easement
acquisition.
14.8 The County shall invoice SRP-MIC for an estimated financial contribution of $6,300,000
when the Notice to Proceed is issued to the contractor to begin the County Project
construction.
14.9 in addition, the County shall remit payment in the amount of $5,202,477 as
compensation for the right-of-way/easement acquisitions to SRP-MIC within thirty (30)
working days of the full execution of this Agreement and receipt of the invoice from SRP-
MIC.
14.10 The County shall be responsible for costs and beneficiary for savings related to changes
in the County Project.
14.11 The County shall request no-Letes umn its from SRP-MIC to work within the SRP-MIC
limits of the Projects.
14.12 Upon substantial completion of construction, and the final letter of acceptance of the
County Project, the County shall accept maintenance and operation responsibility for
the County Project.
15. Responsibilities of SRP-MIC:
15.1 SRP-MIC shall act as the lead agency and be the responsible Party for right-of-
way/easement acquisition for the Projects.
15.2 SRP-MIC shall coordinate with the County throughout the design and construction
phases of the SRP-MIC Project, which shall include staff support to ensure it is designed
and constructed to SRP-MIC standards.).
15.3 SRP-MIC shall be financially responsible for the dedicated time by their staff, including
plan reviews and inspections, as it relates to the Projects. The cost shall not be credited
toward SRP-MIC’s cost share obligation.
15.4 SRP-MIC shall provide comments to the County within twenty (20) working days of
receipt of any formal design plan submittal from the County.
16.5 SRP-MIC shall be responsible for an estimated financial contribution of $6,300,000
towards the design and construction costs of the Projects.
15.6 SRP-MIC shall be responsible for costs and beneficiary for savings related to changes
in the SRP-MIC Project.

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15.7 SRP-MiC shall remit payment to the County within thirty (80) working days of receipt of
the invoice from the County.
15.8 SRP-MIC shall issue no-cost permits to the County, or its appointed agent, to work within
the limits of the Projects.
15.9 SRP-MIC shall participate with the County in the substantial completion, final inspection,
and acceptance of the Projects.
15.10 The SRP-MiC shall authorize the Director of SRP-MIC’s Public Works Department to
issue final acceptance of the SRP-MIC Project work.
15.11 Upon substantial completion of construction, and final letter of acceptance of the
Projects, SRP-MIC shall accept maintenance and operation responsibility of the SRP-
MIC Project work.
GENERAL TERMS AND CONDITIONS
16. 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 agants? zarstubility, 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 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 latter date of the signature dates as is approved
by the Parties and remain in full force and effect until the last date upon which substantial
completion of construction of the Projects, execution of final letters of acceptance of the Projects
by the Parties’ authorized representatives, and fulfillment of warranty periods for the Projects
occurs (the effective termination date).
17. This Agreement 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.
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 compiiance with all federal immigration laws and regulations
that relate to their employees and their compliance with A.R.S. Section 23-214(A), and

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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 Projects to ensure that the contractor or subcontractor is
complying with the warranty above and that the contractor agrees to make ail 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 Projects 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 (80) days after the
Defaulting 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"SéiGc"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.
Bes All notices required under this agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Attn: Intergovernmental Liaison
2901 W. Durango Street
Phoenix, Arizona 85009
Sait River Pima - Maricopa Indian Community
Attn: Public Works Director
10005 East Osborn Road
Scottsdale, Arizona 85256
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

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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.
24. This Agreement does not create a duty or responsibility unless the intention to do so is clearly
and unambiguously written 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
SRP-MIC 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.
af. 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.

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32. 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.
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.
37. The Parties hereby agree that the venue for any claim arising out of or in any way related to
this Agreement shall be Maricopa County. Arizona.
38. For purposes of this Agreement, and subject to the terms of this section, the SRP-MIC,
consents and agrees to a limited waiver of its sovereign immunity from suit and consents to be
sued on an arbitration award. The SRP-MIC represents that this limited waiver of sovereign
immunity has been duly approved by the Community Council. This limited waiver is
enforceable solely by the parties in this agreement and does not create any additional third
party beneficiary rights to suits or private causes of action in favor of third Parties. The Parties
agree that this section provides a limited waiver of sovereign immunity solely for the purpose
of enforcing the provisions of this Agreement and enforcing any arbitration award hereunder
and for no other purpose.
39. In the event of a dispute, claim or controversy (“Dispute”) arising out of or related to this
Agreement, the Parties agree that it is in their mutual best interest to meet as promptly as
possible for the purpose of informally resolving said Dispute. In the event the Parties cannot
resolve their Dispute informally after attempting to work in good faith, the Parties hereto agree
to abide by arbitration as set forth below.
40. lf a party in good faith concludes that a Dispute arising out of or related to this Agreement is
not likely fo be resolved by informal dispute resolution then, upon notice by that Party to the
other, said Dispute shall be finally and exclusively settled by submission of such Dispute to the
American Arbitration Association (“AAA”) under its then prevailing procedural rules contained
in the AAA’s Commercial Arbitration Rules to the extent that such rules shall not be interpreted
to diminish, limit, or void the limited waiver of sovereign immunity set forth in Section 38 above
or to increase the enforcement rights of the Parties. Within ten (10) days after the
commencement of arbitration, each party shall select one person to act as arbitrator and the
two selected shail select a third arbitrator within ten (10) days of their appointment. The third
arbitrator shall be a practicing attorney, actively engaged in the practice of law for at least ten

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.
(10) years and a member in good standing of the bar of the State of Arizona. Alternatively, the
third arbitrator may be a retired judge of the federal court or the trial court of the state of
Arizona. At least one of the arbitrators shall be knowledgeable with federal Indian law and one
arbitrator shall have AAA-acknowledged expertise in the appropriate subject matter. All
arbitration proceedings shall be held in Maricopa County or at such other place as shall be
agreed by the Parties.
41. The award shall be made within sixty (60) days of the filing of the notice of intent to arbitrate,
and the arbitrators shall agree to comply with the schedule before accepting appointment.
However, this time limit may be extended by agreement of the Parties or by the majority of the
arbitrators, if necessary. Any award rendered in any such arbitration proceeding shail be final
and binding upon all Parties to the proceeding. Any action to enforce the arbitration award
must be filed within one hundred and eighty (180) days from the issuance of the award.
42. Judgment upon any award rendered by the arbitrators against the SRP-MIC may be entered in
the SRP-MIC tribal court system (“Tribal Court’) or against the State of Arizona or the City of
Mesa in the Arizona State Court System (“State Court”) and interpreted and/or enforced
pursuant to the terms of this Agreement, and/or pursuant to the terms of the AAA’s Commercial
Arbitration Rules, and/or pursuant to the terms and provisions of the statutes, rules and
regulations governing or providing for interpretation or enforcement of judgments applicable in
any State of Arizona or SRP-MIC Court.
43. This Agreement shall be construed and interpreted by the laws of the State of Arizona.
End of Agreement - Signature Pages Follow
Unofficial Document

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DocuSign Envelope ID: C15EDF8B-R4A0-400A-ASGA-2A3835F5091 1
(-t-20 bee a - Iq Wo? -
IN WITNESS WHEREOF, the Partles have oxacuted thls Agreenient,
WARIGOPA COUNTY
Recommended by!
@nerex ( oe wo]
2020
Jennifer Toth, PE: 5	1	6	1	1	5	1935	1000	107	44	4.715357	Date
T anapartation Director
Approved and Aceapiad by;
a
(tt- MAY 1 3 2020
Chahinan Date
Board of Supervisars
Atfesit by:
Unofficial Document
i» my lan idl MAY 42 2020
Clerk of the Board gsdleao | Date
APPROVAL GF DEPUTY COUNTY ATTORNEY
| hereby state that | have reviewed the proposed IHtergovernmhental Agreénieht and declare the
Agreement to be In proper form and within the powers and autherlly granted to the Partles by thely’
respective governing bodles under the laws Of the State of Arizona,
BeauSigned by:
Cf. HerdBticte 5/13/2020
Deptily County Attorney Date

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IN WITNESS WHEREOF, the Parties have executed this Agreement.
SALT RIVER PIMA-MARICOPA INDIAN COMMUNITY
Approved and Accepted by:
Martin larvier
President |
Approved as to Form bythe
| Office of the General Counsel
Attest by:
Niccole L King
February 14, 2020
,
~ . Unofficial Document Vata! 2 yen
Fribal Secretary Date
APPROVAL OF SRP-MIC ATTORNEY
| hereby state that | have reviewed the proposed Intergovernmental Agreement and declare the
Agreement to be in proper form and within the powers and authority granted to the Parties by their
respective governing bodies under the laws of the State of Arizona.
A
“Vice.
YS & 4/8/2020
Attormey for SRP-MIC Date