TRAFFIC_SIGNALS_O&M__FINAL_DRAFT.DOCX.PDF

INTERGOVERNMENTAL AGREEMENT 
 
BETWEEN MARICOPA COUNTY AND THE GILA RIVER INDIAN COMMUNITY 
 
FOR OPERATION AND MAINTENANCE OF TRAFFIC SIGNALS 
 
(C-64- 21- ___ -X-00) 
 
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a 
political subdivision of the State of Arizona (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 Community are 
collectively referred to as the Parties or individually as a Party. 
 
 
STATUTORY AUTHORIZATION  
 
1. 
The County is authorized, pursuant to Arizona Revised Statutes (A.R.S.) § 11-
251 and §§ 28-6701 et. seq., to lay out, maintain, control and manage public roads 
within the County. 
 
2. 
The Community is authorized, pursuant to Article XV, Section 1(a)(1)(9)(18), of 
the Constitution of the Community to lay out and establish, regulate and improve 
streets within the Community and to enter into this Agreement. 
 
3. 
Public agencies are authorized, pursuant to A.R.S. §§ 11-951 et. seq., to enter 
into Intergovernmental Agreements for the provision of services or for joint or 
cooperative action. 
 
 
BACKGROUND 
 
4. 
The Parties previously entered into an Intergovernmental Agreement (IGA) 
recorded at Maricopa County Recorder No. 2003-1258412 for the operation and 
maintenance of GRIC-owned traffic signals. It was effective September 9, 2003, 
the date it was filed with the Maricopa County Recorder. The purpose was to 
identify and define the responsibilities of the County and GRIC for costs to operate 
and maintain two (2) GRIC owned traffic signals. 
 
5. 
The Parties entered into a First Amendment to the IGA, recorded at Maricopa 
County Recorder No. 2004-0432166 for the operation and maintenance of GRIC-
owned traffic signals. The First Amendment was effective April 22, 2004, the date 
it was filed with the Maricopa County Recorder. The purpose of the First 
Amendment was to add three (3) additional signals to the list of GRIC-owned traffic 
signals to be operated and maintained by the County. 
 
 
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6. 
The Parties entered into a Second Amendment to the IGA, recorded at Maricopa 
County Recorder No. 2009-0994476 for the operation and maintenance of GRIC-
owned traffic signals. The Second Amendment was effective October 28, 2009, 
the date it was filed with the Maricopa County Recorder. The purpose of the 
Second Amendment was to add two (2) additional signals to the list of GRIC-
owned traffic signals to be operated and maintained by the County. 
 
7. 
The Parties entered into a Third Amendment to the IGA, recorded at Maricopa 
County Recorder No. 2011-0422496 for the operation and maintenance of GRIC-
owned traffic signals. The Third Amendment was effective May 12, 2011, the date 
it was approved by the Maricopa County Board of Supervisors. The purpose of the 
Third Amendment was to extend the term of the IGA until May 12, 2016. 
 
8. 
The Parties entered into a Fourth Amendment to the IGA recorded at Maricopa 
County Recorder No. 2016-0362636 and authorized the Parties to change the 
locations of the traffic signal to be maintained by the County through the Letter of 
Agreement (LOA) and created a maximum amount of seven (7) traffic signals to 
be maintained by the County. 
 
9. 
The original term for the length of the Third Amendment expired on May 12, 2016. 
 
10. 
The purpose of this Agreement is to identify and define the responsibilities of the 
County and Community for the maintenance and operations traffic signals that are 
owned by the Community until such a time that the GRIC exceeds the maximum 
amount of seven (7) traffic signals. 
 
11. 
Currently, the County has agreed to operate and maintain up to a total of seven 
(7) traffic signals within the GRIC. These include traffic signals at the following 
intersection locations: 
 
11.1 
Loop 202 Commerce Center and 40th Street 
11.2 
Sundust Road and 56th Street 
11.3 
Allison Road and 56th Street 
11.4 
Wild Horse Pass Boulevard and 48th Street 
11.5 
Wild Horse Pass Boulevard and Maricopa Road 
11.6 
Kyrene Road and Lone Butte Casino Entrance 
11.7 
Vee Quiva Way and Komatke Lane 
 
12. 
Total average annual maintenance cost for a signal is estimated at approximately 
$2,000. However, costs can vary significantly, if non-routine maintenance is 
required. 
13. 
 
This Agreement supersedes the previously approved IGA and amendments. 
 
 
 
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PURPOSE OF THE AGREEMENT 
 
14. 
The purpose of this Agreement is to extend the authorization for the County to 
operate and maintain GRIC owned traffic signals and to identify and define the 
responsibilities of the Parties related to such signals. 
 
 
TERMS OF THE AGREEMENT 
 
 
15. 
The list of GRIC owned traffic signals to be operated and maintained by the County 
may be modified through a Letter of Agreement (LOA) signed by the Gila River 
Indian Community Department of Transportation Director (or designee) and the 
Director of the Maricopa County Department of Transportation (or designee), 
without requiring a formal amendment to this Agreement. 
 
16. 
Any LOA shall describe which traffic signals are being removed or added to the list 
of signals the County operates and maintains within the GRIC, based on the list in 
Paragraph 10. 
 
17. 
No LOA shall expand the list of signals the County operates and maintains within 
GRIC to more than seven (7) signals. 
 
18. 
Nothing in any LOA shall be interpreted to enlarge or expand the County’s or 
GRIC’s authority. 
 
19. 
Responsibilities of the County:  
 
19.1 The County shall be responsible for all routine and emergency operation 
and maintenance of the traffic signals identified in this Agreement or 
subsequent LOAs according to County standards. This includes normal 
scheduled maintenance and repair as well as responsibility of response to 
or correction of failure or damaged signals.  
 
19.2 The County shall invoice the GRIC at least annually for all costs associated 
with the operation and maintenance of the signals identified. This includes, 
but is not limited to, routine operation and maintenance fees, in addition to 
all fees associated with the response to signal failures and reconstruction 
of damaged equipment.  
 
20. 
Responsibilities of the GRIC: 
 
20.1 The GRIC shall allow the County to properly operate and maintain the 
identified traffic signals within the jurisdictional limits of the GRIC. This 
includes all scheduled maintenance as well as corrective action necessary 
for failure or damaged equipment. 
 
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20.2 
The GRIC shall remit payment within thirty (30) days of receipt of the 
County’s invoice for all costs associated with the operation and 
maintenance of the signals identified in this agreement or subsequent 
LOAs. 
 
 
GENERAL TERMS AND CONDITIONS 
 
21. 
To the extent permitted by law, each Party will indemnify, defend and save the 
other Party harmless, including any of the Party’s 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 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. 
 
22. 
This Agreement shall become effective as of the date it is approved by the 
governing bodies of the Parties 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. 
 
23. 
This Agreement shall be subject to the provisions of A.R.S. § 38-511. 
 
24. 
The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further 
acknowledge that: 
 
24.1 
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. § 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. 
 
24.2 
Any breach of the warranty shall be deemed a material breach of this 
agreement of which breaching party may be liable for penalties 
including termination of the agreement. 
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24.3 
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. 
 
24.4 
Nothing in this Agreement shall make any contractor or 
subcontractor an agent or employee of the Parties to this Agreement. 
 
25. 
Any contractor or subcontractor who engages in for-profit activity and has 10 or 
more employees, if the value of the contract is a minimum of $1,000,000, certify 
it is not currently engaged in, and agrees for the duration of this Agreement to not 
engage in, a boycott of goods or services from Israel. This certification does not 
apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant 
to 50 U.S.C. § 4842. 
 
26. 
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. 
 
27. 
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 
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. 
 
 
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All notices required under this agreement to be given in writing shall be sent to: 
 
Maricopa County Department of Transportation 
Attn: Intergovernmental Relations Branch 
2901 W. Durango Street 
Phoenix, Arizona 85009 
 
Gila River Indian Community 
Attn: Governor 
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. 
 
28. 
This Agreement does not imply authority to perform any tasks, or accept any 
responsibility, not expressly stated in this Agreement. 
 
29. 
Any funding provided for in this Agreement, other than in the current fiscal year, 
is contingent upon being budgeted and appropriated by the governing bodies of 
the Parties 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.  
 
30. 
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.  
 
31. 
This Agreement and all Exhibits attached to this Agreement set forth all of the 
covenants, promises, agreements, conditions and understandings related to the 
Project between the Parties to this Agreement, and there are no covenants, 
promises, agreements, conditions or understandings, either oral or written, 
between the Parties related to the Project, 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 
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modified or changed except by a written instrument executed by all of the Parties 
hereto. 
 
32. 
Each Party has reviewed this Agreement and has had the opportunity to have it 
reviewed by legal counsel. 
 
33. 
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. 
 
34. 
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. 
 
35. 
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. 
 
36. 
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. 
 
37. 
Section or 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. 
 
38. 
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. 
 
39. 
The Parties will 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. 
 
40. 
The venue for any claim arising out of or in any way related to this Agreement 
shall be Maricopa County, Arizona. 
 
41. 
This Agreement shall be governed by the laws of the State of Arizona. 
 
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IN WITNESS WHEREOF, the Parties have executed this Agreement. 
 
 
 
MARICOPA COUNTY 
 
 
 
 
Recommended by: 
 
 
 
 
 
 
 
 
 
Jennifer Toth, P.E. 
Date 
 
 
Transportation Director 
 
 
Approved and Accepted by: 
 
 
 
 
 
 
 
 
 
Chairman 
Date 
 
 
Board of Supervisors 
 
 
 Attest by: 
 
 
 
 
 
 
 
 
 
Clerk of the Board 
Date 
 
 
 
 
 
APPROVAL OF DEPUTY COUNTY ATTORNEY 
 
The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended, 
by the undersigned Deputy County Attorney, who has determined that it is in proper form 
and within the powers and authority granted to the Board of Supervisors under the laws 
of the State of Arizona. 
 
 
 
 
 
 
 
 
Deputy County Attorney 
Date 
 
 
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8/26/2021
8/26/2021

IN WITNESS WHEREOF, the Parties have executed this Agreement. 
 
 
GILA RIVER INDIAN COMMUNITY 
 
 
 
 
 
Approved and Accepted by: 
 
 
 
 
 
 
 
Stephen R. Lewis 
Date 
Governor 
 
 
 
 
 
 
APPROVAL OFCOMMUNITY ATTORNEY 
 
The foregoing Agreement has been reviewed by undersigned Counsel, who has 
determined that it is in proper form and within the powers and authority granted to the 
Gila River Community Council under the Community’s Constitution. 
 
 
 
 
 
 
GRIC Attorney 
Date 
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