Agreement

Exhibit A

INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF MESA
AND THE FORT MCDOWELL YAVAPAI NATION
RELATING TO
FIRE APPARATUS MAINTENANCE AND REPAIR SERVICES

INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF MESA
AND FORT MCDOWELL YAVAPAI NATION
RELATING TO
FIRE APPARATUS MAINTENANCE AND REPAIR SERVICES

This intergovernmental agreement (“Agreement”) is entered into this nd day of lary,
2026, between the City of Mesa , an Arizona municipal corporation (“Mesa”), and the Fort
McDowell Yavapai Nation (“Fort McDowell Yavapai Nation”), a Federally Recognized Indian
Tribe and sovereign nation (collectively referred to herein as “the Parties” or individually as a
“Party”).

RECITALS:

WHEREAS, Mesa and Fort McDowell Yavapai Nation have authority to enter into
intergovernmental agreements pursuant to A.R.S. §§ 11-951 and 11-952; and

WHEREAS, Mesa also is authorized and empowered to enter into intergovernmental
agreements pursuant to Article I, Section 103, of its City Charter; and

WHEREAS, Fort McDowell Yavapai Nation also 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, and local governments
and Indian tribes, as well as any person; and

WHEREAS, the Parties are authorized by law to provide fire and emergency medical
services; and

WHEREAS, the Mesa Fire and Medical Department has a Fleet Maintenance Division that
provides preventive maintenance and repair services on all Fire Department vehicles and
apparatus; and

WHEREAS, Fort McDowell Yavapai Nation desires to have Mesa provide preventive
maintenance and repair services on its fire apparatus; and

WHEREAS, the Parties have determined that it is mutually beneficial for Mesa through its
Fire and Medical Department to provide fire apparatus maintenance and repair services on Fort
McDowell Yavapai Nation fire vehicles/apparatus.

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements
contained in this Agreement, the Parties agree as follows:

SECTION 1 —- TERM, TERMINATION
1.1 Term. This Agreement shall commence on March 1, 2026 and shall continue until

February 28, 2029, unless sooner terminated or renewed pursuant to the provisions of this
agreement.

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1.2

1.3

Renewal. This Agreement may be renewed two times following re-negotiation of the terms
and conditions of the Agreement. If either Party desircs to renew this Agreement, it must
give the other Party ninety (90) days’ notice before the expiration of the then-current term
of the Agreement. A renewal term shall not exceed one (1) year.

Termination on Notice. Either Party may terminate this Agreement for any or no reason
by providing thirty (30) days’ written notice to the non-terminating party of the intention
to terminate. Termination shall be effective thirty (30) days after the effective date of
service of the notice.

Termination for Non-appropriation. Mesa is a governmental agency that relies upon the
appropriation of funds by its governing body to satisfy its obligations. If Mesa reasonably
determines that it does not have funds to meet its obligations under the Agreement, Mesa
will have the right to terminate the Agreement without penalty on the last day of the fiscal
period for which funds were legally available. In the event of such termination, Mesa will
provide written notice of its intent to terminate thirty (30) calendar days prior to the stated
termination.

SECTION 2 - SCOPE OF WORK AND COMPENSATION

2.1

Mesa’s Responsibilities and Obligations:

a. For the term of this Agreement, Mesa shall provide full maintenance and repair
services that meet manufacturer maintenance schedules and the applicable National
Fire Protection Association fire apparatus guidelines for the Fort McDowell
Yavapai Nation’s fire apparatus during the “business hours” set forth in Section
2.2(b)(i) and may provide, in its sole discretion, such services during the time
periods set forth in Section 2.2(b)(ii).

b. All maintenance and repair services shall be performed by Emergency Vehicle
Technician (EVT) certified technicians.

c. Routine preventative maintenance and major repairs for Fort McDowell Yavapai
Nation’s fire apparatus will be performed by Mesa at the Mesa Fire Department
Fire Maintenance Facility (“East Mesa Service Center”) located at 708 W. Baseline
Road, Mesa AZ 85210.

d. Mesa shall provide emergency maintenance services at a Fort McDowell Yavapai
Nation facility in the event a Fort McDowell Yavapai Nation fire apparatus is not
drivable and thus cannot be delivered to the East Mesa Service Center for service.
Such emergency maintenance services shall be billed at the labor rate set forth in
Section 2.2(b)(ii).

e. In providing maintenance services for Fort McDowell Yavapai Nation fire
apparatus, Mesa shall not obtain assistance from an outside source without the prior

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written consent of Fort McDowell Yavapai Nation if the cost of such assistance
exceeds five thousand dollars ($5,000.00).

Mesa will loan fire apparatus to Fort McDowell Yavapai Nation upon request at
the compensation rate sct forth in Section 2.2(b)(vi) if Mesa has such apparatus
available.

Mesa shall maintain records on all repairs made by Mesa to Fort McDowell
Yavapai Nation’s fire apparatus on a computerized record keeping system and shall
provide Fort McDowell Yavapai Nation with monthly summaries of the repairs on
a monthly basis.

Mesa shall provide workers compensation coverage, under Mesa’s self-insured
policy, for all Mesa employees performing services under this Agreement.

Mesa shall submit an invoice to Fort McDowell Yavapai Nation ona quarterly basis
reflecting the compensation owed by Fort McDowell Yavapai Nation, which
amount shall be calculated pursuant to the provisions set out in Section 2.2.

Mesa may increase the labor rates described in Sections 2.2(b)(i) and (ii) up to 8%
on March 1 of each year of the term of this Agreement. Mesa shall provide Fort
McDowell Yavapai Nation with sixty (60) days’ written notice of any annual
increase.

2.2 Fort McDowell Yavapai Nation’s Responsibilities and Obligations:

a.

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Fort McDowell Yavapai Nation shall both deliver to and pick up from the East
Mesa Service Center, located at 708 W. Baseline Road, Mesa AZ 85210, all fire
apparatus needing or having received maintenance or repairs.

Compensation to be paid by Fort McDowell Yavapai Nation to Mesa under this
Agreement shal! be calculated as follows:

(i) Fort McDowell Yavapai Nation shall pay a labor rate of $107.75 per hour
for maintenance services performed during “business hours” of 5:00 a.m.
and 3:30 p.m., Monday through Friday; and

(ii) | Fort McDowell Yavapai Nation shall pay a labor rate of $122.17 per hour
for maintenance services performed outside of the “business” hours” stated
in Section 2.2(b)(i) and on holidays observed by Mesa.

(iii) _ In addition to the hourly labor rates stated in Sections 2.2(b)(i) and (ii), Fort
McDowell Yavapai Nation agrees to pay for all parts and materials utilized
in the maintenance and repair of Fort McDowell Yavapai Nation’s fire
apparatus. The cost to Fort McDowell Yavapai Nation for such parts and
materials shail be the same as Mesa’s cost, plus a ten percent (10%)
handling fee; and

(iv) | Fort McDowell Yavapai Nation agrees to pay for costs incurred in the cvent
that Mcsa obtains maintenance assistance from an outside source as
provided in Section 2.1(e). The cost for such outside maintenance
assistance shall be Mesa’s cost plus a ten percent (10%) handling fee with
a cap of five thousand dollars ($5,000.00), absent prior approval from Fort
McDowell Yavapai Nation for any amount exceeding the cap; and

(v) If Fort McDowell Yavapai Nation does not deliver and/or pick up fire
apparatus needing or receiving maintenance or repairs as required under
Section 2.2(a), then Fort McDowell Yavapai Nation shall reimburse Mesa
for any costs incurred by Mesa in delivering or returning Fort McDowell
Yavapai Nation’s fire apparatus; and

(vi) Fort McDowell Yavapai Nation shall pay Mesa five hundred dollars
($500.00) per day for the rental of apparatus as specified in Section 2.1(f).
The rented apparatus shall be returned to Mesa cleaned and fully fueled.

(vii) |The compensation described in Sections 2.2(b)(i) and (ii) may be adjusted
up to 8% on March | of each year of the contract term.

c. Within forty-five (45) days after receiving an invoice(s), Fort McDowell Yavapai
Nation shall pay Mesa all compensation due and owing as determined pursuant
Section 2.2(b).

SECTION 3 —- INDEMNIFICATION AND LIMITATION OF LIABILITY; INSURANCE

3.1

3.2

Fort McDowell Yavapai Nation shall defend, indemnify, and hold harmless Mesa, its
officers, agents, employees, elected and appointed officials, and volunteers, from and
against all actions, lawsuits, losses and expenses (including court costs, expenses for
litigation, and reasonable attorney fees), damages, claims, or other liabilities of any kind
(“Liability”) resulting from or arising out of this Agreement and/or Mesa’s performance
hereunder (including, without limitation, Liability on account of any injury, sickness,
disease, or death of any person or damage, destruction, or loss of any property). The
obligations of the foregoing indemnification provision shall not apply in the event that any
such Liability is found to have resulted from the negligence or intentional misconduct of
Mesa.

Fort McDowell Yavapai Nation shall obtain and maintain at its expense throughout the
Term of this Agreement, at a minimum, commercial general liability insurance in amounts
not less than $3 million per occurrence and $5 million in the aggregate for bodily injury,
personal injury, and products and completed operations with broad form contractual and
property damage coverage. Fort McDowell Yavapai Nation shall also obtain and maintain
at its expense through the Term of this Agreement automobile liability insurance for bodily
injury and property damage with a limit of $1 million per occurrence, including owned,
hired and non-owned autos. Fort McDowell Yavapai Nation shall also cause its annual

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automobile insurance policy to be endorsed to be the primary coverage on any and all Mesa
vchicles/apparatus whenever those vehicles/apparatus are loaned to Fort McDowell
Yavapai Nation as set forth in Section 2.1(f). Failure to produce sufficient evidence of the
endorsement on an annual basis shall be considered a breach of this Agreement and must
be remedied before any further vehicles loans can continue. The intent of this provision is
that any coverage that Mesa may carry on its vehicles shall be secondary to and non-
contributory to Fort McDowell Yavapai Nation’s coverage during the loan period when
the substitute vehicles are under Fort McDowell Yavapai Nation’s control.

Nothing in this Section 3.2 shall limit Fort McDowell Yavapai Nation’s responsibility to
Mesa. The insurance requirements herein are minimum requirements for the Agreement
and in no way limit the indemnity promise contained in Section 3.1 of this Agreement.

Mesa does not warrant that the minimum limits contained herein are sufficient to protect
Fort McDowell Yavapai Nation from liabilities that might arise out this Agreement. Fort
McDowell Yavapai Nation is encouraged to purchase additional insurance as it deems
necessary.

Each insurance policy required under this Agreement must be in effect at or prior to the
execution of the Agreement and remain in effect for the Term of the Agreement.

Prior to the execution of the Agreement, Fort McDowell Yavapai Nation will provide Mesa
with a Certificate of Insurance (using an appropriate “ACORD” or equivalent certificate)
signed by the insurer with applicable endorsements. Mesa reserves the right to request
additional copies of any or all of the policies, endorsements or notices relating thereto under
the Agreement.

When Mesa requires a Certificate of Insurance to be furnished, Fort McDowell Yavapai
Nation’s insurance is primary of all other sources available. When Mesa is a certificate
holder or additional insured, Fort McDowell Yavapai Nation agrees no policy will expire,
be canceled, or be materially changed to affect the coverage available without advance
written notice to Mesa.

The policies required by this Agreement must contain a waiver of transfer of rights of
recovery (waiver of subrogation) against Mesa, its agents, representatives, officials,
volunteers, officers, elected and appointed officials, and employees for any claims arising
out of the performance of services under this Agreement.

All insurance certificates and applicable endorsements are subject to review and approval
by Mesa’s Risk Management Division.

SECTION 4 - MISCELLANEOUS

4.1 Funding. Each Party to this agreement shall have the separate and independent
responsibility of budgeting for and funding its own participation in this Agreement.

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4.2

4.3

44

45

46

4.7

4.8

4.9

4.10

4.11

A.R.S. § 38-511. This Agreement may be cancelled in accordance with Arizona Revised
Statutes § 38-511.

Entire Agreement. This Agreement constitutes the entire agreement the Parties with
respect to the subject matter hereof and may not be modified except in writing signed by
both Parties. This Agreement further supersedes all other oral and written representations,
understandings, or agreements relating to the subject matter hereof.

Amendments. This Agreement may be modified only by a written amendment signed by
both parties. However, if mutually agreed, the parties may enter into specific supplemental
written agreements, subject to appropriate approvals, to accomplish the goals of this
Agreement and to carry out its terms and conditions.

No Assignment. Neither Party shall assign or otherwise transfer this Agreement, in whole
or in part, without the prior written consent of the other Party. Any such assignment or
other transfer, either voluntary or by operation of law, shall be void.

Waiver. The parties agree that no waiver of any default or breach of any of the terms or
conditions of this Agreement shall be construed to be a waiver of any succeeding breach
or default.

Governing Law. This Agreement shall be governed by the laws of Arizona. The forum
selected for any proceeding or suit arising from or incident to this Agreement will be in a
state or federal court in Maricopa County, Arizona.

Severability. If any term, covenant, condition, or provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired,
or invalidated.

No Partnership. Nothing contained in this Agreement shall create any partnership, joint
venture, or other arrangement between the Parties. Except as specifically provided
hereunder, each Party shall at all times be an independent operator and shall not at any time
purport to act as an agent of any other Party or any of its officers or agents.

Force Majeure. Either Party shall be excused for delay or failure to perform its obligations
under this Agreement, in whole or in part, when and to the extent that such delay or failure
is a result of causes beyond the control and without the fault or negligence of the party
unable to perform. Such causes include, without limitation, acts of God, acts of the public
enemy, acts of the United States government, fires, floods, epidemics, quarantine
restrictions, or embargoes.

Limited Waiver of Sovereign Immunity. Fort McDowell Yavapai Nation agrees to a
limited waiver of sovereign immunity under this Agreement solely and exclusively for the
strictly limited purpose of resolving a claim or dispute that may arise with respect to the
interpretation or enforcement of this Agreement.

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IN WITNESS WHERFOF, the Partics have executed this Agreement on the date and year
first written above

CITY OF MESA FORT MCDOWELL YAVAPAI NATION
Scott Butler Sandra Pattea

City Manager President, Tribal Council

In accordance with A.R.S. §§ 11-951 and 11-952, this Agreement has been reviewed by the
undersigned attomeys who have determined that it is in proper form and within the power and
authonty granted under the laws of the State of Arizona to the respective public ennties they

represent.

Kim S. Alvarado _ ; Piandra Benally ; Fined
Assistant City Attorney Legal Counsel

City of Mesa Fort McDowell Yavapai Nation

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