BEN SHELLYPRESIDENT

THE| NAVAJOI NATION

PURCHASING SERVICES • P.O. Box 3150 • Window Rock, Arizona • 86515TELEPHONE: (928) 871-6316 • FACSIMILE: (928) 871-7778/6159

May 09, 2013

REX LEE JIMVICE PRESIDENT

Navajo CountyJonathan M. NezChairman, Board of SupervisorsPost Office Box 668Holbrook, Arizona 86025

Reference: SAS 26947

Attached, please find your executed Intergovernmental Agreement Contract, Contract NumberCOlooyo. The agreement is with the Navajo Nation Division of Transportation. ThisIntergovernmental Agreement Contract has been approved in the amount of Two HundredThousand Dollars and Zero Cents ($200,000.00).

This Intergovernmental Agreement Contract will commence on April 18, 2013 and expire April 18,2018. Contract number COlooyo must be referenced on all invoices, documents andcorrespondences as it relates to this contract.

Should you have any questions, please contact Paulson Chaco, Director, Navajo Nation Division ofTransportation at 505.371.8300.

Sincerely,

THE NAVAJO NATION

Valerie Bitsilly, AccountantPurchasing SectionNavajo Nation Office of the Controller

Xc: Paulson Chaco, Director, Navajo Nation Division of TransportationFile / Chrono

Navajo Nation/Navajo County IGA for Road ProjectsEffective date of IGA is .

INTERGOVERNMENTAL AGREEMENTBETWEEN THE NAVAJO NATION

ANDNAVAJO COUNTY, ARIZONA

THIS INTERGOVERNMENTAL AGREEMENT ("IGA") is made and entered into by andbetween the Navajo Nation, acting through its Navajo Division of Transportation (the"NATION"), and Navajo County, a political subdivision of the State of Arizona, actingthrough its Public Works Department (the "COUNTY").

WHEREAS, by the adoption of Resources and Development Committee Resolutions theNATION has previously approved road maintenance projects for certain public roadswithin Navajo County and the Navajo Nation and may from time to time approve additionalsuch projects (all such projects to be collectively referred to herein as the "PROJECTS");and

WHEREAS, the NATION is a sovereign entity and has the inherent power to plan anddevelop an integrated transportation network of highways, roads, waterways, airports,railroads and pipelines; and

WHEREAS, the COUNTY is authorized by A.R.S §11-952 to enter into intergovernmentalagreements for joint or cooperative action with agencies of the United States and/or Tribalgovernments; and

WHEREAS, by the adoption of Resources Committee Resolution RCJA-01-11 andTransportation & Community Development Resolution TCDCJA-04-11, the NATION haspreviously permitted and waived the royalty fees for the use of 250,000 cubic yards of RedDog gravel material, over a five year period, to be used on roads in the Black MesaRegion; and

WHEREAS, the NATION and the COUNTY have previously entered into a Memorandumof Understanding #MOU098 dated December 01, 2011 (the "MOU"), expressing theirintent to cooperate in transportation-related projects for their mutual benefit; and

WHEREAS, consistent with the MOU, the COUNTY has agreed to assist the NATION andindividual Chapters of the NATION by acting as their agent for the procurement ofmaterials and supplies required to complete the PROJECTS, providing project planningsupport, and as agreed on a project-by-project basis to provide labor and equipment toassist in road repair activity for PROJECTS which are eligible for such activity by theCOUNTY under the applicable Arizona statutes and constitutional provisions,

NOW, THEREFORE, the parties hereby agree as follows:

1. Purpose. The purpose of this IGA is for the COUNTY to assist the NATION andindividual Chapters of the NATION by acting as their agent for the procurement of roadmaterials and supplies for the PROJECTS; providing project planning assistance to theNation and the Chapters in connection with the PROJECTS; and, as may be agreedby Navajo County on a project-by-project basis, assisting in road repair activities forPROJECTS which are eligible for such activity by the COUNTY under the applicableArizona statutes and constitutional provisions. All other work in connection with thePROJECTS, including but not limited to permitting, shall be the responsibility of theNATION.

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Navajo Nation/Navajo County IGA for Roads ProjectsEffective date of IGA is .

Unless otherwise agreed to in writing, the COUNTY shall have no responsibility forthe maintenance or repair of the roads after the completion of a PROJECT.

1,1 Initial and Additional PROJECTS. The initial PROJECT (Excavating andCrushing of Red Dog Material) is described in Attachment A hereto. Fromtime to time, the parties may agree to additional PROJECTS, each suchadditional PROJECTS to be described in a separate Attachment to beappended to this IGA with the written approval of the authorizedrepresentatives of both parties. Any such additional PROJECT shall begoverned by the terms of this IGA.

2. Funding. For the initial PROJECT as described in Attachment A, the NATION hasset aside up to TWO HUNDRED THOUSAND dollars ($200,000.00) as payment tothe COUNTY for materials, equipment costs, labor and supplies procured for thePROJECT in connection with the PROJECT.

2.1 Funding for Additional PROJECTS. For each additional PROJECT asdescribed in Section 1.1 above, the funding source for such PROJECT shallbe set forth in the Attachment describing that PROJECT,

3. Appropriations. The NATION warrants that the sum referenced in Section 2 abovehas been set aside in the Navajo Nation Road Fund and/or General Fund allocationsfor the purposes set forth in Section 2 and Attachment A.

4. Key Officials. The key officials for each party are as follows:

Navajo County Navajo NationMr. Homero Vela Mr. Paulson ChacoPublic Works Department Navajo Division of TransportationP.O. Box 668 P.O. Box 4620Holbrook, Arizona 86025 Window Rock, Arizona 86515Office (928) 524-4108 Office (505) 371-8301Fax (928) 524-4122 Fax (505) 371-8399

5. Need for Materials, Supplies. Road Repair Activity and Project PlanningSupport. The parties shall jointly agree on the materials and supplies required forthe PROJECTS before each procurement is made. The COUNTY shall agree to thelevel and type of support it will provide to assist the NATION on the road repairactivity. The COUNTY will provide project planning assistance and guidance indetermining what materials and supplies are required. Additional project planningsupport may be provided by the COUNTY as requested by the NATION, but it isunderstood that the completion of the PROJECTS is the responsibility of theNATION and/or the Chapters which will benefit from the PROJECTS. If theCOUNTY will be acting in any capacity other than that of a procurement agent inconnection with a PROJECT, the NATION and/or Chapters shall provide suchdocumentation as the COUNTY may reasonably require that the PROJECT roadsare eligible for expenditures of COUNTY resources under the applicable Arizonastatutes and constitutional provisions. Attachment B provides an acceptable formatfor the NATION to provide documentation of such eligibility. The NATION shallprovide this document, duly executed, when projects require services in addition toprocurement.

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Navajo Nation/Navajo County IGA for Roads ProjectsEffective date of IGA is .

6. Procurement Procedures. Unless otherwise agreed in writing by the parties, allmaterials and supplies procured by the COUNTY pursuant to this IGA shall beprocured in accordance with the Arizona Procurement Code and the Navajo CountyProcurement Policy. Procurement shall include the delivery of the materials andsupplies by the vendor to the site(s) where they are required.

7. Payment to the COUNTY.

A. The NATION shall advance funding for each PROJECT prior to any materialbeing ordered. For materials, supplies, equipment and labor, the NATION shallpay the COUNTY for the actual cost and any directly related procurementexpenses (newspaper ads, etc.) The COUNTY shall not charge the NATION anyoverhead or administrative expenses for procurement and project planningservices under this IGA. If the advanced funds are not adequate to complete thePROJECT the NATION shall advance additional funds within 30 days afterreceipt of a written request by the COUNTY; the COUNTY shall have noobligation to continue with any PROJECT for which adequate funding has notbeen received.

B. Costs incurred before the finalization of this Agreement which are deemedreasonable, allowable, and allocable to performance of the Agreement as agreedto by the parties may be paid.

C. The COUNTY will provide a quarterly report showing expenditures against theadvance.

D. Each quarterly report shall reference this IGA and the appropriate Attachment.

E. The COUNTY shall provide for strict accountability of all costs of materials, supplies,equipment and labor applied against the advance, shall maintain an accurate accounting ofail PROJECT-related expenditures, and shall preserve such records for at least three (3)years following the final payment under this IGA. Copies of all correspondence, reportsand invoices associated with this IGA shall be furnished to the NATION.

8. No Surplus Funds. Upon completion of each PROJECT and at the termination ofthis IGA, there shall be no surplus money on hand because all funds advanced willhave been disbursed on PROJECT expenditures or returned to the NATION. TheCOUNTY shall refund surplus funds to the NATION 30 days after parties mutuallyagree a PROJECT is complete.

9. Assignment. The COUNTY shall not assign or transfer any interest in this IGA orassign any claims for reimbursement under this IGA without the prior writtenapproval of the NATION. The COUNTY shall not assign any of its responsibilitiesunder this IGA without the prior written approval of the NATION.

10. Term. This IGA shall not become effective until executed by both the President ofthe Navajo Nation and the Chairman of the Navajo County Board of Supervisors.This IGA shall terminate 5 years after the date of the last signature.

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Navajo Nation/Navajo County IGA for Roads ProjectsEffective date of IGA is .

11. Amendment / Renewal. This IGA shall not be altered, changed or amended exceptby a written instrument executed by both parties. On or before the scheduled date oftermination, this IGA may be renewed for one or more additional years with thewritten concurrence of both parties.

12. Termination. Either party may terminate this IGA, or its participation in anyPROJECT, upon written notice if the other party has failed to cure a defaulthereunder thirty (30) days after written notice of default from the non-defaulting party.Upon such termination, reimbursement, not covered by the advance, shall be madefor materials and supplies procured and project planning support provided prior tothe date of termination. Money advanced to the COUNTY but not spent orcommitted shall be refunded to the NATION prior to the date of termination.

13. Scope of Agreement. This IGA incorporates all of the agreements, covenants andunderstandings between the parties hereto concerning the subject matter hereof,and all such covenants, agreements and understandings have been merged into thisIGA. No prior agreement or understanding, oral or otherwise, of the parties or theiragents shall be valid or enforceable unless embodied in this IGA.

14. Severabilitv. In the event that any portion of this IGA is determined to be void,unconstitutional or otherwise unenforceable, the remainder of this IGA shall remainin full force and effect.

15. Other Terms and Conditions.

A. Nothing in this IGA is intended to, nor shall it be interpreted to, grant or alter anyexisting jurisdiction of any government over the NATION'S public roads. TheCOUNTY'S participation in this IGA is in the spirit of cooperation described in theMOU, and, except as expressly set forth herein, the COUNTY shall have noauthority, responsibility or liability in connection with the PROJECTS or theroads that are the subject of the PROJECTS, including road deterioration as aresult of road use.

B. Neither the NATION nor the COUNTY waives any rights (including but not limitedto treaty rights, immunities, sovereign immunities, jurisdictional defenses, ordefenses based on their respective protecting laws). Specifically, nothing in thisIGA shall be construed as a waiver of sovereign immunity by the NATION,except as provided for in the Navajo Sovereign Immunity Act, as amended, at 1N.N.C, §§ 551, et seq. Nothing herein shall constitute the NATION'S consent tobe sued, or consent to jurisdiction of any federal or state court. Nothing in thisJGA creates, implies or shall be construed to create any right of action in anythird party.

C. Nothing in this IGA is intended to, or shall be interpreted to, allocate or shift anycurrent or future liability of a party to this IGA due to such party's acts oromissions to the other party to this IGA.

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Navajo Nation/Navajo County !GA for Roads ProjectsEffective date of IGA is .

D. The Navajo Nation acknowledges that it will be responsible for claims ofdamages arising from personal injury or damages to persons or property to theextent they result from the negligence of tribal employees. The liability of theNavajo Nation shall be subject to the immunities and limitations provided forunder the Navajo Nation Sovereign Immunity Act, 1 N.N.C. §§551 etseq.

16. Dispute Resolution Procedures. Any dispute arising out of or relating to this IGAshall be resolved by arbitration as contemplated by the Navajo Nation SovereignImmunity Act, 1 N.N.C. §§ 554(J) and (K), and the Navajo Nation Arbitration Act, 7N.N.C. §§ 1101 et seq. The arbitration shall be conducted in accordance with theInternational Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration.

Notice of intent to invoke arbitration against the NATION shall be filed in compliancewith the notice requirements of the Navajo Nation Sovereign Immunity Act, 1 N.N.C. §555.

IN WITNESS WHEREOF, the duly authorized representatives of the parties haveexecuted this IGA on the dates affixed by their signatures.

NATION)Al(&. ** 1 8 2013

Ben Shelly, President .v- Date

NAVAJO COUNTY

Jonathan M. Nez DateChairman, Board of Supervisors

ATTEST:

Clerk of the Board

Approved as a form and found to be within the powers and authority of the CountyBoard of Supervisors under the laws of the State of Arizona.

ATTACHMENTA

PROJECT

Excavate andCrush 28,000 tons

of Red DogMaterial

FISCALYEAR

2013

APPROVINGRESOLUTION

CS-44-12 andRDC_-__-13

BUSINESS UNIT

121001.9024

Total

AMOUNT

$ 200,000.00

$ 200,000.00

The allocated funds will be used for the excavating and crushing of 28,000 tons of red rock material at

the Peabody Western Coal Company (PWCC) for the Red Dog Project, not to exceed $200,000.00. The

Red Dog Graveling Partnership Team, has partnered to crush, haul and utilize gravel material from PWCC

(commonly referred to as red dog) on gravel roads in and adjacent to the Black Mesa area of the Navajo

Nation.

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ATTACHMENT B

The NATION certifies that the road(s) which are the subject of the PROJECTdescribed in Attachment A to the IGA are open to the public, were laid out, constructedand opened before June 13, 1975, and are, to the best of the NATION'S knowledge,information and belief, eligible for expenditures from the Arizona Highway UserRevenue Fund under the applicable Arizona statutes and constitutional provisions.

The NATION agrees to cooperate fully in any audit of the use of HURF monies on thePROJECT as may be conducted by or under the direction of the Arizona AuditorGeneral.

Road Name Activity Dollar

Signed By (Print)

Signature Date

Page 7 of 7

NABIMA-16-13

RESOLUTION OF THENAABIK'IYATI' COMMITTEE

22NU NAVAJO NATION COUNCIL - THIRD YEAR, 2013

AN ACTION RELATING TO RESOURCES AND DEVELOPMENT AND

NAABIK' IYATI' ; APPROVING THE INTERGOVERNMENTAL AGREEMENT BETWEEN

THE NAVAJO NATION AND NAVAJO COUNTY TO REPAIR, MAINTAIN AND

IMPROVE ROADS FOR THE SAFETY AND GENERAL BENEFIT OF ARIZONA AND

NAVAJO NATION RESIDENTS AND TRAVELERS; WITH THREE (3) DIRECTIVES

BE IT ENACTED:

1. The Navajo Nation hereby approves theIntergovernmental Agreement between the Navajo Nation and NavajoCounty to repair, maintain and improve roads for safety andgeneral benefit of Arizona and Navajo Nation residents withinthe Navajo Nation (Navajo County, Arizona) as set forth in thedocuments attached as Exhibit A; and

2. The Navajo Nation hereby authorizes the President of theNavajo Nation to sign the Intergovernmental Agreement; and

3. The Navajo Nation hereby directs the Navajo Departmentof Transportation to prepare additional IntergovernmentalAgreements for the remaining counties within the Navajo Nationand to divide the remaining balance of $1,200,000 carry-oversupplemental funding for road projects among the five (5)

agencies; and

4. The Navajo Nation hereby directs the Navajo Departmentof Transportation to prepare a Priority List of thetransportation projects within the Navajo Nation; and

5. Furthermore, the Navaj o Nation hereby directs the NavajoDepartment of Transportation to use the Priority List and topropose legislation for the equal distribution of $13,000,000 ofthe Federal Excise Tax funds among the five (5) agencies withinthe Navajo Nation.

NABIMA-16-13

C E R T I F I C A T I O N

I hereby certify that the foregoing resolution was dulyconsidered by the Naabik'iyati' Committee of the Navajo NationCouncil at a duly called meeting in Window Rock, Navajo Nation(Arizona) at which a quorum was present and that the same waspassed by a vote of 18 in favor and 0 opposed, this 28th day of

March 2013.

rohnny JNsuIze, Chairperson

iyati' Committee

Motion: LoRenzo BatesSecond: David Tom