Agreement

MARICOPA ASSOCIATION OF GOVERNMENTS
ARTERIAL LIFE CYCLE PROGRAM
PROJECT AGREEMENT
Country Club Drive: U.S. 60 to Southern Avenue
Project Agreement No. 27-CCB-20-03
RTP Project # ACI-CCB-20-03
MAG TIP Project # MES26-177DRB, MES26-177RRB, MES26-177CRB
This Agreement (“Agreement”) by and between the Maricopa Association of Governments (“MAG”)
and the City of Mesa (City), an Arizona Municipal Corporation, will become effective on the day, which it is
executed by the MAG Executive Director. MAG and the City are referred to in this Agreement each
individually as a “Party” and collectively as the “Parties.”
RECITALS
A. MAG is the regional planning agency for Maricopa County. MAG is governed by a regional
council, which includes the mayor or chief executive of each member agency (“Regional Council”). Pursuant
to state law, MAG has developed, and the necessary parties have approved, a twenty-year comprehensive,
performance based, multimodal and coordinated Regional Transportation Plan (“RTP”) in the County. The
arterial street component of the RTP includes major arterial streets and intersection improvements (“Arterial
Street Improvements”) with a revenue allocation.
B. In November 2004, the voters of Maricopa County approved a transaction excise tax for the
purpose of implementing the RTP. Federal Highway Administration (“FHWA”) Surface Transportation
Block Grant Program (“STBGP”) and Congestion Mitigation and Air Quality (“CMAQ”) Funds are also
allocated to the MAG region and administered by the Arizona Department of Transportation (“ADOT”) and
are eligible to be used to implement the RTP.
C. MAG is required by state law to adopt a program that provides for life cycle management for
the funding and programming of the Arterial Street Improvements (“Arterial Life Cycle Program”). On June
24, 2026, the Regional Council approved the Fiscal Year (“FY”) 2027 Arterial Life Cycle Program (“ALCP”),
and on April 22, 2026, the Regional Council approved the ALCP Policies and Procedures. On August 26,
2026, the Regional Council approved an update to the FY 2027 ALCP. The April 22, 2026, Policies and
Procedures, as they may from time to time be amended (“Policies and Procedures”), are fully incorporated by
reference into this Agreement. Copies of the Policies and Procedures are available from MAG. Capitalized
terms that are not defined in this Agreement, have the meaning set forth in the Policies and Procedures.
D. Funds for ALCP are administered by ADOT through its Regional Arterial Road Fund
(“RARF”) sub-account for arterial streets, and through allocations of FHA STP and CMAQ Funds that are
allocated to the MAG region and administered by ADOT. Funds will be disbursed by ADOT once federal
requirements are satisfied, as applicable, and upon the presentation of an invoice approved or reviewed with
concurrence by MAG as provided in this Agreement.
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E. The ALCP includes an arterial capacity improvement project on Country Club Drive from
U.S. 60 to Southern Avenue (“Project”). The Project is described in greater detail in the Project Overview
(“Project Overview”) submitted by the City, dated June 30, 2026, and on file in the offices of the City and
MAG. The regional share in this Agreement and the Project Overview are subject to change in the annually
adjusted ALCP.
F. The Project will be designed and constructed in accordance with the standards adopted by the
City.
G. The regional reimbursement schedule for the Project are as follows:
Fiscal Year Regional Type of Fiscal Year for
Type of Work of Work Reimbursement Reimbursement Reimbursement
Funds
Design 2027 $1,041,495.00 RARF 2027
ROW 2027 $169,805.30 RARF 2027
Construction 2027 $6,774,378.10 RARF 2027
Total Programmed for Reimbursement $7,985,678.40
H. The regional reimbursement, when applicable, will be expressed in current year dollars.
Adjusted costs will be incorporated into the ALCP and by reference into this Agreement. Cost adjustments,
for inflation and as otherwise specifically provided in the Policies and Procedures, do not require a
modification of this Agreement.
I. The Parties are authorized to enter into this Agreement by the provisions of
Arizona Revised Statutes Section 28-6301 et seq.
AGREEMENTS
NOW, THEREFORE, for good and sufficient consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
A. Purpose. The purpose of this Agreement is to identify and define the responsibilities of the City and
MAG for the design, acquisition of right of way, construction and financing of the Project, as
established in the ALCP.
B. Responsibilities of the Parties.
1. MAG’s Responsibilities. MAG agrees to:
a. Administer the ALCP, pursuant to the Policies and Procedures;
b. Provide to the City the required format for submitting requests for payment, invoices,
progress reports, and backup documentation;
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c. Review and approve invoices for projects to be reimbursed with Regional Area Road
Funds or review and concur with invoices for projects to be reimbursed with federal funds,
subject to the terms of this Agreement;
a. Submit the approved Request for Payment form to ADOT for payment by ADOT to the
City. The payments from ADOT to the City will be based on the reimbursement amounts
and schedule as noted in the Recitals, Section G. The basis for payment to the City shall
be reimbursement for costs in conformance with the ALCP and the Policies and
Procedures.
2. City’s Responsibilities. The City agrees to:
a. Be responsible for all project costs and submit invoices to MAG for reimbursement.
The City will: 1) be responsible for the completion of all surveys, design, plans and
specifications, including contractor selection documents; 2) conduct contractor
selection process(es), award contract(s) for construction pursuant to the applicable
laws, and provide necessary construction management and inspections, unless noted
otherwise in an IGA; 3) if necessary, purchase or condemn right of way required for
the completion of the Project, unless otherwise provided in an IGA; 4) be responsible
for all utility relocations, and 5) review and approve invoices from its contractors and
subcontractors before submitting an invoice to MAG;
b. Abide by the Policies and Procedures throughout the completion of the Project.
c. Be responsible for meeting all applicable federal requirements for the Project;
d. Obtain appropriate indemnifications and insurance from all contractors and
subcontractors involved in the Project;
e. Be responsible for all Project costs in excess of the maximum amount of the regional
funds allocated for the Project, shall any regional funds be allocated in the future. The
amount of funds to be paid to the City pursuant to this Agreement will not exceed the
allocated regional funds. The allocated regional funds are expressed in current year
dollar amount in which the regional funds are first programmed. The regional funds
may be adjusted for inflation pursuant to the procedure set forth in the Policies and
Procedures;
f. Provide invoices and progress reports to MAG pursuant to the project schedule
provided in the Project Overview; and
g. Otherwise comply with all requirements of this Agreement.
h. Have the City’s authorized representative sign, approve and submit invoices to MAG.
The authorized representative is the City’s Transportation Department Director or
designee.
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C. Records and Audit Rights. The City’s work and accounting records (hard copy, as well as computer
readable data), and any other supporting evidence deemed necessary by MAG to substantiate charges
and claims related to this Agreement shall be open to inspection and subject to audit and/or
reproduction by authorized representatives of MAG, the ADOT, and the Auditor General of the State
of Arizona (“Auditors”), as applicable to the extent necessary to adequately permit evaluation and
verification of the performance and cost of the work, and to conduct and prepare all audits and reports
required by law. Auditors shall be afforded access, at reasonable times and places, to all of the City’s
records and personnel, pursuant to the provisions of this Section, throughout the term of this
Agreement, and for a period of five (5) years after last or final payment.
D. Term and Termination. The Agreement is valid through the payment of the final invoice for
completion of construction, as noted in the regional reimbursement schedule of the Recitals, Section
G, subject to change based on the current Regional Council-approved ALCP unless terminated earlier
as specifically provided herein.
1. Termination by MAG. MAG reserves the right to terminate this Agreement in the event that
MAG determines, in its reasonable discretion, that local or regional funds are not available to
meet the City’s financial responsibilities in regard to the Project or in the event of an act of
God or act of war or terror that makes continuation of work pursuant to this Agreement no
longer in the public interest. MAG will give sixty days advance written notice of such
termination, unless such notice is impracticable, in which case MAG will provide such notice
as is practicable under the circumstances. In the event of such termination, MAG will
recommend to ADOT that it reimburse the City as provided in this Agreement, for work
satisfactorily performed to the date of termination.
MAG also reserves the right to terminate this Agreement in the following circumstances: 1)
no Material Project Reimbursement Request (“MPRR”) has been submitted to MAG for a
period of at least eighteen (18) months from the date of the last Project Reimbursement
Request (“PRR”), or the effective date of this Agreement, whichever is later; 2) no Substantial
Project Reimbursement Request (“SPRR”) has been submitted to MAG for a period of thirty
(30) months from the date of the last PRR, or the effective date of this Agreement, whichever
is later; or 3) in the event of a Substantial Project Change.
.
2. Termination by the City. The City reserves the right to terminate this Agreement in the event
that the City determines, in its reasonable discretion, that local funds are not available to meet
the City’s financial responsibilities in regard to the Project or in the event of an act of God or
act of war or terror that makes continuation of work pursuant to this Agreement no longer in
the public interest. The City will give sixty days advance written notice of such termination,
unless such notice is impracticable under these circumstances, in which case the City will
provide such notice, as is practicable.
3. Termination by Mutual Consent. The Parties may terminate this Agreement by mutual consent
in the event that they determine that such termination is in furtherance of the goals of the
Arterial Life Cycle Program and is in the best interests of the Parties.
4. In the event of termination pursuant to this Section D, the City agrees that it will leave the
Project in condition that is safe for use by the public.
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E. Availability of Funds. Each Party's obligations under this Agreement are conditioned upon the
availability of funds, appropriated or allocated, for the payment of such obligation. No liability shall
accrue to MAG in the event MAG declines to review and/or approve invoices for payment on the
basis that funds are not available for payment of such invoices and MAG terminates the Agreement
in accordance with Section D.1.
F. Indemnification. Each Party to this Agreement (“Indemnitor”) agrees to defend, indemnify and hold
harmless the other Party, and such Party’s officers, officials, employees, agents, and directors
(collectively the “Indemnitee”) from and against any and all claims, demands, losses, liabilities, causes
of action and costs (including expert witness fees, attorneys fees and costs of defense and appellate
appeal) (collectively “Claims”), which may be imposed upon, incurred by or asserted against the
Indemnitee, attributable (directly or indirectly) to, or arising in any manner by reason of, the
negligence, error, or omission of any agent, officer, servant, or employee of the Indemnitor, or anyone
for whom Indemnitor may be legally liable, in the performance of this Agreement.
G. Conflict of Interest. This Agreement is subject to termination for conflict of interest, pursuant to the
provisions of A.R.S. § 38-511.
H. Ownership of Improvements upon Termination. Upon the expiration or other termination of this
Agreement, ownership of the Project and the improvements constructed under this Agreement shall
be vested in the City.
I. General Provisions.
1. INCORPORATION OF RECITALS. The Recitals are acknowledged by the Parties to be
substantially true and correct and hereby incorporated as agreements of the Parties.
2. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the Parties
and supersedes all previous representations, written or oral, with respect to the services
specified herein. This Agreement may not be modified or amended, except by a written
document, signed by authorized representatives of each Party.
3. OFFICIAL COPIES. Upon date of execution by the MAG Executive Director, the City shall
receive a signed copy of the agreement within fourteen days of execution.
4. ARIZONA LAW. This Agreement shall be governed and interpreted according to the laws
of the State of Arizona.
5. MODIFICATIONS. Except as otherwise specifically provided in this Agreement, any
amendment, modification or variation from the terms of this Agreement shall be in writing
and shall be effective only after written approval of all Parties.
6. ATTORNEY'S FEES. In the event either Party brings any action for any relief, declaratory
or otherwise, arising out of this Agreement, or on account of any breach or default of this
Agreement, the prevailing Party shall be entitled to receive from the other Party reasonable
attorneys' fees and reasonable costs and expenses, as determined by the arbitrator or court
sitting without a jury, which shall be deemed to have accrued on the commencement of such
action and shall be enforceable, whether or not such action is prosecuted to judgment.
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7. NOTICES. All notices or demands required to be given, pursuant to the terms of this
Agreement, shall be given to the other Party in writing, delivered in person, sent by facsimile
transmission, deposited in the United States mail, postage prepaid, registered or certified
mail, return receipt requested or deposited with any commercial air courier or express service
at the addresses set forth below, or to such other address as the Parties may substitute by
written notice, given in the manner prescribed in this paragraph.
If to the City of Mesa: Transportation Department Director
Transportation Department, City of Mesa
PO Box #1466
Mesa, Arizona 85211-1466
Tel: (480) 644-2160
Fax: (480)-644-3130
If to MAG: Executive Director
Maricopa Association of Governments
302 N. First Avenue
Suite 200
Phoenix, Arizona 85003
Tel: (602) 254-6300
Fax: (602) 254-6490
A notice shall be deemed received on the date delivered, if delivered by hand, on the day it
is sent by facsimile transmission, on the second day after its deposit with any commercial air
courier or express services or, if mailed, three (3) working days (exclusive of United State
Post Office holidays) after the notice is deposited in the United States mail as above
provided, and on the delivery date indicated on receipt, if delivered by certified or registered
mail. Any time period stated in a notice shall be computed from the time the notice is deemed
received. Notices sent by facsimile transmission shall also be sent by regular mail to the
recipient at the above address. This requirement for duplicate notice is not intended to
change the effective date of the notice sent by facsimile transmission. E- mail is not an
acceptable means for meeting the requirements of this section unless otherwise agreed in
writing.
8. FORCE MAJEURE. Neither Party shall be responsible for delays or failures in performance
resulting from acts beyond their control. Such acts shall include, but not be limited to, acts
of God, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire,
communication line failures or power failures.
9. ADVERTISING. No advertising or publicity concerning MAG using any contractor’s or
subcontractor’s services shall be undertaken without prior written approval of such
advertising or publicity by MAG's Executive Director.
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10. COUNTERPARTS. This Agreement may be executed in one or more counterparts, and
each originally executed duplicate counterpart of this Agreement shall be deemed to possess
the full force and effect of the original.
11. CAPTIONS. The captions used in this Agreement are solely for the convenience of the
Parties, do not constitute a part of this Agreement and are not to be used to construe or
interpret this Agreement.
12. SEVERABILITY. If any term or provision of this Agreement shall be found to be illegal
or unenforceable, then notwithstanding such illegality or unenforceability, this Agreement
shall remain in full force and effect, and such term or provision shall be deemed to be deleted.
13. AUTHORITY. Each Party hereby warrants and represents that it has full power and
authority to enter into and perform this Agreement, and that the person signing on behalf
of each has been properly authorized and empowered to enter this Agreement. Each Party
further acknowledges that it has read this Agreement, understands it, and agrees to be bound
by it.
14. E-VERIFY.
a. Warrant of Compliance. Pursuant to the provisions of A.R.S. §41-4401, each Party
warrants to the other that it is in compliance with all Federal Immigration laws and
regulations that relate to its employees and with the E-Verify Program under A.R.S.
§23-214(A).
b. Breach of Warranty. A breach of this warranty by a Party or any of its subcontractors
will be considered a material breach of this Agreement and may subject the breaching
party to penalties up to and including termination of this Agreement or any
subcontract.
c. Right to Inspect. Each Party retains the legal right to inspect the papers of any
employee who works on this Agreement or any subcontractor to ensure compliance
with the warranty given above.
d. Random Verification. Either Party may conduct a random verification of the
employment records of the other to ensure compliance with this warranty.
e. Federal Employment Verification Provisions – No Material Breach. A Party will not
be considered in material breach of this Agreement if it establishes that it has
complied with the employment verification provisions prescribed by 8 USCA
§1324(a) and (b) of the Federal Immigration and Nationality Act and the E-Verify
requirements prescribed by A.R.S. §23-214(A).
f. Inclusion of Article in Other Contracts: The provisions of this Article must be
included in any contract either Party enters into with any and all of its contractors or
subcontractors who provide services pursuant to this Agreement.
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15. ISRAEL BOYCOTT PROVISION; UYGHURS BOYCOTT PROVISION. Each party
certifies to the other party that it is not currently engaged in and agrees for the duration of
the CONTRACT not to engage in a boycott of Israel as defined in A.R.S. § 35-393. Each
party agrees to comply with all of its obligations under A.R.S. § 35-394, and hereby certifies
that it does not currently, and agrees for the duration of the CONTRACT that it will not,
use the forced labor of ethnic Uyghurs in the People’s Republic of China, or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China,
or any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
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IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed by their
duly authorized officers. (The order for obtaining the signatures is as follows: the appropriate representative
of the City, MAG General Counsel, and the MAG Executive Director).
MAG:
Maricopa Association of Governments, an
Arizona non-profit Corporation
By:
Date Audra Koester Thomas
Executive Director
City of Mesa:
Jurisdiction of Mesa, an Arizona Municipal
Corporation
By:
Date Scott Butler
City Manager
ATTEST:
Holly Moseley, City of Mesa Clerk
Approved as to form: Reviewed as to form:
By: By:
MAG General Counsel City of Mesa Attorney
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