SALT RIVER PIMA-MARIOPA INDIAN COMM MCKELLIPS RD.PDF

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 -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-IVIIC), 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 
1. 
A.R.S. §§11-251 and 28-6701, at 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. 
2. 
A.R.S. § 11-951, at seq., provides that public agencies may enter into Intergovernmental 
Agreements for the provision of services or for joint or cooperative action. 
3. 
Article VII, Section 1(h) of the Constitution of the SRP-MIC authorizes the SRP-MIC Community 
Council to consult, 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 
4. 
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. 
5. 
The Maricopa Association of Governments (MAG) adopted a Regional Transportation Plan 
(RTP) which included the design and construction of improvements to that portion of McKeilips 
• 	
Road from State Route101 to Alma School Road. 
6. 
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). 
7. 
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.

8. 
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 Fighting, visual mitigation, 
decorative pavers, or street furniture unless there is a benefit to the County that can be 
demonstrated by a benefit/cost analysis. 
9. 
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: 
10.2 	
Utility relocation: 
10.3 	
Right-of-way/easement acquisition: 
10.4 	
Environmental: 
10.5 	
Construction: 
10.6 	
Construction Management: 
107 	
Total cost: 
$ 957,783 
$ 1,200,000 
$ 5,202,477 
$ 293,454 
$ 7,565,000 
$ 1,135,000 
$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: 
12.1 	
Water Line: 
12.2 	
Sewer Line: 
12.3 	
Street Lighting and Landscaping: 
12.4 	
Construction Management: 
12.5 	
Total cost: 
$3,260,000 
$2,000,000 
$ 225,000 
$ 825,000 
$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 plans for review and comment.

14,5 The County shall coordinate with SRP-M1C 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-M1C within thirty (30) 
working days of the full execution of this Agreement and receipt of the invoice from SRP-
WC, 
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-cost permits 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, 
16. 	
Responsibilities of SRP-IVIIC: 
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-M1C 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. 
15.5 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-M1C shall be responsible for costs and beneficiary for savings related to changes 
in the SRP-M1C Project.

15.7 SRP-MIC shall remit payment to the County within thirty (30) 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-M IC shall participate with the County in the substantial completion, final inspection, 
and acceptance of the Projects. 
16.10 The SRP-MIC shall authorize the Director of SRP-IVIIC'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 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. 
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 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 Projects 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 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 (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. 
22. 
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 35009 
Salt 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 
mall 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. 
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. 
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 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. 
If a party in good faith concludes that a Dispute arising out of or related to this Agreement is 
not likely to 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 shall 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

(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 shall 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-M IC Court. 
43. 
This Agreement shall be construed and interpreted by the laws of the State of Arizona. 
End of Agreement - Signature Pages Follow

IN WITNESS WHEREOF, the Parties have executed this Agreement. 
IVIARICOPA COUNTY 
Recommended by: 
Toth,T7E-:" 
Tkansliortation Director 
o*1f ZOlo 
Date 
Approved and Accepted by: 
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 Parties by their 
respective governing bodies under the laws of the State of Arizona 
Deputy County Attorney 	
Date