AGREEMENT.PDF

DocuSign Envelope ID: E1614AD5-74DA-457B-A280-F6F7828E17EF
MAG Agreement No. 1024
MARICOPA ASSOCIATION OF GOVERNMENTS
AGREEMENT FOR TRIP REDUCTION PROGRAM SERVICES
This AGREEMENT entered into as of the 1st day of October, 2019 (the “Effective Date”), by and between
the Maricopa Association of Governments hereinafter called MAG, and MARICOPA COUNTY, a political
subdivision of the State of Arizona, hereinafter referred to as COUNTY.
RECITALS
WHEREAS, MAG is the recipient of Federal Highway Administration Funds, as described in the
agreement between MAG and the Arizona Department of Transportation (“ADOT”);
WHEREAS, MAG desires to contract for Trip Reduction Program services with the COUNTY.
NOW THEREFORE, in consideration of the covenants contained herein, and other consideration, receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
I. SCOPE OF SERVICES
The Scope of Services to be accomplished by the parties pursuant to this AGREEMENT shall be set forth
annually by MAG in the Unified Planning Work Program (“Work Program”). Each year, for the
development of the Work Program, the COUNTY shall submit to MAG, the work elements, funding and
outcome-based performance measurements for the MAG federally funded Trip Reduction Program.
Annually, following approval of the Work Program by the MAG Regional Council, the COUNTY is required
to develop a detailed budget and Scope of Services for approval by MAG, in accordance with the adopted
Work Program. Annually, on or before September 30, MAG shall provide to the COUNTY, the work
elements and funding from the Work Program, and the budget and Scope of Services to be conducted by
the COUNTY. For FY 2020, the funding and work elements, and detailed budget and Scope of Services
are included in Appendix A-1 and Appendix A-2 and made a part of this AGREEMENT.
II. PROJECT COSTS AND BILLING PROCEDURES
A. Invoices will be submitted monthly or in accordance with alternative arrangements agreed to by
MAG and the COUNTY, documenting services by each work task, the hours and hourly rate of
each person, and other direct expenses. All costs incurred in preparing invoices and progress
reports shall be included in the general and administrative expenses or the overhead. A billing
format shall be provided to the COUNTY by MAG.
B. The basis for payment to the COUNTY for services rendered hereunder shall be reimbursement
for costs in conformance with the budget described in Appendix A-1 and Appendix A-2 and
pursuant to the cost breakdown furnished by the COUNTY, the detailed budget and Scope of
Services approved by MAG, in accordance with the adopted Work Program. The COUNTY may
make adjustments within the tasks of the approved budget as needed to accomplish the
requirements of the Scope of Services. No adjustment shall exceed ten percent (10%) of the task
budget without prior written approval from the MAG Executive Director.
C. The COUNTY shall maintain cost records in accordance with Article III, Records and Audit Rights,
of this AGREEMENT. Costs shall be available for verification audit by the authorized
representatives of MAG, the Federal Highway Administration, or the Federal Transit
Administration, as applicable, and the Comptroller General of the United States. MAG agrees to
make progress payments that are commensurate with work completed. Partial payment shall be
made to the COUNTY upon receipt of monthly report of work accomplished and invoices, but not
more often than once each month. Final payment of any balance due the COUNTY will be made
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MAG Agreement No. 1024
upon completion and acceptance of work and services to be completed hereunder.
D. The COUNTY agrees to make quarterly in-kind contributions in the form of office space, furniture
and furnishings, office equipment, office support and overhead costs as required by the applicable
federal grantor as described in the Work Program.
E. The COUNTY agrees to make quarterly reports for the outcome-based performance
measurements for the Trip Reduction Program.
III. RECORDS AND AUDIT RIGHTS
The COUNTY'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 Federal Highway Administration, the Federal Transit Administration, or the
Arizona Department of Transportation, as applicable, and the Comptroller General of the United States
("Auditors") to the extent necessary to adequately permit evaluation and verification of the performance
and cost of the work, and any invoices, change orders, payments or claims submitted by the COUNTY or
any of its payees pursuant to the execution of the AGREEMENT. The Auditors shall be afforded access,
at reasonable times and places, to all of the COUNTY'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.
If an audit in accordance with this Section discloses overcharges, of any nature, by the COUNTY to MAG
in excess of five percent (5%) of the total AGREEMENT billings, the actual cost of the Auditor's audit shall
be reimbursed to the auditing organization by the COUNTY. Any adjustments and/or payments which
must be made as a result of any such audit or inspection of the COUNTY's invoices and/or records shall
be made within a reasonable amount of time (not to exceed 90 days) from presentation of the Auditor's
findings to the COUNTY.
IV. COSTS
Costs of the COUNTY include all direct labor costs, all direct non-labor costs and all overhead costs. Cost
Principles for State, Local, and Indian Tribal Governments (codified by 2 CFR Part 200) will be used to
determine allowable costs.
A. Direct labor cost is defined as the actual salaries and salaries cost burden of all employees of the
COUNTY used for the time directly chargeable to work to be performed hereunder including time
involved in travel.
B. Direct non-salary costs shall include any actual expenditures required directly in performance of
services hereunder other than actual direct labor costs and include such items as the following:
1. Travel expense of the COUNTY in connection with the work hereunder. The COUNTY
allowance for mileage and per diem for lodging, meals and miscellaneous costs shall be
reimbursed according to the MAG Policy.
2. Communication such as long distance telephone, telegraph and cable expenses
applicable to service hereunder.
3. Costs of special services, COUNTY services and applicable equipment rental.
4. Any other related actual costs such as meeting rooms, reproduction, graphics, and
research materials.
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C. The COUNTY’s overhead is defined as the costs which are not directly allocable to the project as
a direct labor cost or direct non-salary cost as defined above. The COUNTY shall maintain
records setting forth the actual overhead as computed from the annual financial statement(s)
applicable to the work period under this AGREEMENT and these are to be kept available for
inspection for a period of five (5) years after final payment.
V. KEY PERSONNEL
In the event that any of the key personnel of the COUNTY set forth in Appendix A-2 becomes unavailable,
the COUNTY will notify MAG. MAG shall approve any substitute personnel to ensure proper performance
and continuity.
VI. ASSIGNMENT AND SUBCONTRACTING
The COUNTY shall not assign or subcontract any part of this AGREEMENT or the work to be performed
hereunder without written approval by MAG, except as identified in the Work Program and identified in
Appendix A-2, Scope of Services.
VII. ADMINISTRATIVE RULES AND REGULATIONS AND APPLICABLE LAW
The COUNTY shall become and remain informed of all applicable Federal, State and local laws,
ordinances, rules, regulations, and all orders and decrees of bodies or tribunals having any jurisdiction or
authority which may in any manner affect the completion of the project under this AGREEMENT. The
COUNTY shall observe and comply with all such laws, ordinances, rules, regulations, orders, and decrees
and obtain all permits that are applicable to the performance of services outlined. Appendix B describes
additional provisions required to comply with Title VI of the Civil Rights Act of 1964; and Appendix C
describes environmental, resource, energy protection, and conservation requirements. These
Appendices are considered part of the AGREEMENT.
VIII. SUBRECIPIENT AUDITS
The COUNTY, which is a political subdivision of the State, and is defined as a "subrecipient" pursuant to
31 U.S.C. § 7501, that expends $300,000 or more in federal awards in its fiscal year shall comply with the
audit and reporting requirements set forth in 31 U.S.C. Subpart A--General, Section.105, Definitions.
In compliance with the Federal Single Audit Act of 1996 (P.L. 104-156), contractors designated as
subrecipients expending federal funds from all sources totaling $300,000 or more shall have a yearly audit
conducted in accordance with the audit and reporting standards as prescribed in OMB Circular A-133
(Audits of State, Local Governments, and Non-Profit Organizations). The audit shall include separate
reports on the financial statements, internal controls, compliance, the Supplementary Schedule of
Expenditures of Federal Awards and the Schedule of Findings and Questioned Costs. MAG's contract
number(s), applicable task number(s) and the award amount(s) shall be included in a separate schedule
if not included on the Supplementary Schedule of Expenditures of Federal Awards. The COUNTY's
annual audit report and an action plan for the resolution of any findings and/or questioned costs shall be
submitted to MAG within 9 months of the COUNTY's fiscal year end.
The COUNTY is subject to the programmatic and fiscal monitoring requirements of each MAG program
to ensure accountability of the delivery of all goods and services, as required under the Federal Single
Audit Act. A minimum fiscal requirement for all contractors, designated as subrecipients, is an annual
financial audit, which includes MAG's contract number(s), applicable task number(s) and the award
amount(s). The audit shall be submitted to the MAG location, as specified in the reporting requirements
of the AGREEMENT between the COUNTY and MAG. MAG may, at its discretion, periodically request
additional information from the COUNTY.
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IX. WRITTEN ORDERS REQUIRED FOR CHANGES
No changes in the scope, character, or complexity of work shall be made by the COUNTY without first
receiving a written approval by MAG’s Executive Director properly defining and limiting any such change.
It is distinctly understood and agreed that no claim for payment for extra work done or materials furnished
by the COUNTY shall be paid by MAG except as hereinabove provided; nor shall the COUNTY do any
work or furnish any materials not covered by this AGREEMENT unless a written order is first received
from MAG’s Executive Director. Any such work or materials furnished by the COUNTY without such
written order shall be at the risk, cost, and expense of the COUNTY, and no claim for compensation for
any such work or materials shall be made.
X. TERMINATION, ABANDONMENT OR POSTPONEMENT
The right is reserved by MAG to terminate or abandon this program and this AGREEMENT may be
terminated by giving written notice to the COUNTY at least fifteen (15) days prior to the effective date of
termination. In the event of such termination, MAG shall be liable to the COUNTY for acceptable work
performed to the date of termination only, computed as provided in Section II, Project Costs and Billing
Procedures, and Section IV, Costs, of this AGREEMENT. The right is also reserved by MAG to indefinitely
postpone work on this program by giving twenty-four (24) hour written notice.
XI. FISCAL LIMITATIONS
In the event that the funds required for performance of this AGREEMENT are withdrawn or are not
available for funding hereunder, this AGREEMENT without penalty to either party may be immediately
terminated. MAG shall be liable to the COUNTY for acceptable work performed to the date of termination
only, computed as provided in Section II and Section IV of this AGREEMENT.
XII. RELATIONSHIP OF MAG AND THE COUNTY; EXERCISE OF MAG’S POWERS
It is understood and agreed that the COUNTY is an “independent authority” and that no relationship of
agency, master-servant, or employer-employee shall be created or exist between the COUNTY and MAG
as a result of the execution of this AGREEMENT; and the COUNTY shall not exercise any powers of MAG
nor make any AGREEMENT, obligation, or commitment on behalf of MAG nor in any other way represent
any of the COUNTY or its employees as agents of MAG.
XIII. INDEMNIFICATION
Each Party to this AGREEMENT, as Indemnitor, agrees to indemnify, defend, and hold harmless the other
Party, as Indemnitee, from and against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) (“Claims”) arising out of bodily injury of any person (including death) or
property damage but only to the extent that such Claims result in vicarious/derivative liability to the
Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its
officers, officials, agents, employees, or volunteers.
XIV. ACCURACY OF WORK
The COUNTY shall be responsible for the accuracy of the work and shall promptly make all necessary
revisions or corrections resulting from errors on the part of the COUNTY without additional compensation.
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XV. REVIEWS OF COUNTY’S WORK
Work performed by the COUNTY shall be subject to periodic reviews and partial acceptance at various
stages. MAG reserves the right to make such reviews and pass upon the acceptability of the COUNTY’s
work on behalf of itself, the State, and other affected public agencies. No partial acceptance shall relieve
the COUNTY’s obligation to make reasonable efforts to correct, without charge, any errors in the work.
XVI. OWNERSHIP OF INFORMATION
The COUNTY agrees that all reports, estimates, maps, computations and computer databases, programs
and procedures prepared for MAG under the terms of this AGREEMENT shall be delivered to, become
and remain the property of MAG upon termination or completion of this AGREEMENT and MAG shall
have the right to their use without restriction or limitation and without additional compensation to the
COUNTY.
XVII. PATENT RIGHTS
If any invention, improvement, or discovery of the COUNTY is conceived or first actually reduced to
practice in the course of or under this project, which invention, improvement, or discovery may be
patentable under the laws of the United States of America or any foreign country, the COUNTY shall
immediately notify, the Federal Highway Administration, or the Federal Transit Administration, as
applicable, and provide a detailed report. The rights and responsibilities of MAG, the COUNTY, and the
Federal Highway Administration, or the Federal Transit Administration, as applicable, with respect to such
invention, improvement, or discovery will be determined in accordance with applicable Federal laws,
regulations, policies, and any waiver thereof.
XVIII. CONTINUING OBLIGATION
The COUNTY agrees that if, because of death or any other occurrence, it becomes impossible for any
key employee of the COUNTY to render the services required under this AGREEMENT, the COUNTY
shall not be relieved of any obligation to render complete performance. However, in such event, MAG
may terminate this AGREEMENT if it considers the absence of such principal or employee to be a loss of
such magnitude as to affect the COUNTY’s ability to satisfactorily complete the performance of this
AGREEMENT. In the event that MAG so chooses to terminate this AGREEMENT, payment for accepted
work shall be made as specified in Section II and Section IV of this AGREEMENT.
XIX. CONFLICT OF INTEREST, CANCELLATION
This AGREEMENT is subject to cancellation for conflict of interest without penalty or further obligation as
provided by A. R. S. § 38-511.
XX. PUBLICATIONS
All reports and maps completed as a part of this AGREEMENT, jointly written or produced by
CONSULTANT for MAG, except copies of such documents made for the exclusive internal use of
CONSULTANT and/or MAG shall include acknowledgment on the front cover or a title page, or in the
case of maps, in the title block, which identifies the cooperative parties.
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In addition, if any portion of this project is funded from the Federal Highway Administration and/or Federal
Transit Administration, U.S. Department of Transportation, all such documents shall contain the following
disclaimer statement:
“This report was funded in part through grant[s] from the Federal Highway Administration and/or Federal
Transit Administration, U.S. Department of Transportation. The contents of this report reflect the views
and opinions of the author(s) who is responsible for the facts and accuracy of the data presented herein.
The contents do not necessarily state or reflect the official views or policies of the U.S. Department of
Transportation, the Arizona Department of Transportation, or any other State or Federal Agency. This
report does not constitute a standard specification or regulation”.
XXI. GENERAL PROVISIONS
A. 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.
B. ARIZONA LAW
In the event of litigation between the COUNTY and MAG involving this AGREEMENT, the laws
and decisions of the State of Arizona shall apply and any such litigation shall be commenced and
prosecuted in the appropriate court of competent jurisdiction within the geographical boundaries
of the State of Arizona.
C. MODIFICATIONS
Any amendment, modification or variation from the terms of this AGREEMENT shall be in writing
and shall be effective only after approval of all parties signing the original AGREEMENT.
D. SUCCESSORS AND ASSIGNS
This AGREEMENT shall extend to and be binding upon COUNTY, its successors and assigns,
including any individual, company, partnership or other entity with or into which COUNTY shall
merge, consolidate or be liquidated, or any person, corporation, partnership or other entity to
which COUNTY shall sell its assets.
E. 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 hereof, the prevailing party shall be
entitled to receive from the other party reasonable attorney’s fees and reasonable costs and
expenses, determined by the 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.
F. 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 email or 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.
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For MARICOPA COUNTY:
Philip A. McNeely
Director
Maricopa County Air Quality Department
3800 North Central Avenue, Suite 1400
Phoenix, Arizona 85012
Phone: (602) 506-6701
Fax: (602) 506-6669
For MAG:
Eric J. Anderson
Executive Director
Maricopa Association of Governments
302 North First Avenue, Suite 200
Phoenix, Arizona 85003
Phone: (602) 254-6300
Fax: (602) 254-6490
Notices shall be deemed received on 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, ten (10) days 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.
G. 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,
power failures, or earthquakes.
H. ADVERTISING
No advertising or publicity concerning MAG using the COUNTY's services shall be undertaken
without prior written approval of such advertising or publicity by MAG's Executive Director.
I. 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.
J. 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.
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K. 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.
L. 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.
M. ISRAEL BOYCOTT PROVISION
Each party certifies to the other that it is not currently engaged in and agrees for the duration of
the AGREEMENT not to engage in a boycott of Israel as defined in A.R.S. §35-3931.
1 Unless and until the District Court's injunction in Jordahl is stayed or lifted, the Anti-Israel Boycott Provision
(A.R.S. 35-393.01 (A)) is unenforceable and the State will take no action to enforce it.
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed.
MARICOPA ASSOCIATION OF GOVERNMENTS
Eric J. Anderson
Date MAG Executive Director
MARICOPA COUNTY
Date Bill Gates
Chairman, Board of Supervisors
ATTEST:
Clerk of the Board
Reviewed as to form:
9/13/2019
By:
Date MAG General Counsel
Reviewed as to form:
9/11/2019
By:
Date Deputy County Attorney
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CERTIFICATION OF MAG
I hereby certify that I am the MAG Executive Director and that the COUNTY or its representative has not been
required, directly or indirectly as an expressed or implied condition in connection with obtaining or carrying out
this AGREEMENT to:
A. Employ or retain, or agree to employ or retain, any firm or person; or
B. Pay, or agree to pay, to any firm or person or organization, any fee, contribution, donation, or consideration
of any kind.
I acknowledge that this certificate is to be furnished to the authorized representatives of the Federal Highway
Administration, or the Federal Transit Administration, as applicable, and is subject to applicable State and Federal
laws, both criminal and civil.
Date Eric J. Anderson
MAG Executive Director
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CERTIFICATION OF MARICOPA COUNTY
I hereby certify to the best of my knowledge and belief that Maricopa County Air Quality Department whose
address is 3800 North Central Avenue, Suite 1400, Phoenix, Arizona:
A. Has not employed or retained for a commission, percentage, brokerage, contingent fee, or other
consideration, any firm or person (other than a bona fide employee working solely for me or the above
firm) to solicit or secure this AGREEMENT;
B. Has not agreed, as an expressed or implied condition for obtaining the AGREEMENT, to employ or retain
the services of any firm or person in connection with carrying out the AGREEMENT;
C. Has not paid, or agreed to pay, to any firm, organization, or person (other than a bona fide employee
working solely for me or the above firm) any fee, contribution, donation, or consideration of any kind for,
or in connection with, procuring or carrying out the AGREEMENT;
D. Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded
from covered transactions by any Federal department or agency, and are not prohibited from working on
Federally assisted projects;
E. Has not within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against the COUNTY for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public
transaction: violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving stolen property;
F. Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal,
State or local) with commission of any of the offenses enumerated in paragraph (E) of this certification;
And
G. Has not within a three-year period preceding this application/proposal had one or more public transaction
(Federal, State or local) terminated for cause or default.
Where the COUNTY is unable to certify to any of the statements in this certification, it shall attach an explanation.
I, as the Chairman of the Board of Supervisors of Maricopa County, acknowledge that this certificate is to be
furnished to MAG and the Federal Highway Administration and is subject to applicable State and Federal laws,
both criminal and civil.
ATTEST:
Clerk of the Board Bill Gates
Chairman, Maricopa County Board of
Supervisors
Date Date
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CERTIFICATION LIMITING LOBBYING ACTIVITIES
Bill Gates, acting as agent for Maricopa County, certifies, to the best of his knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the COUNTY to any
person for influencing or attempting to influence an officer or employee of any Federal agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal
loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any Federal agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
with this Federal contract, grant, loan, or cooperative agreement, the COUNTY shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying,” in accordance with its instructions.
3. The COUNTY shall require that the language of this certification be included in the award documents for
all subawards at all tiers (including subgrants, and contracts and subcontracts under grants, subgrants,
loans, and cooperative agreements), which exceed $100,000, and that all such subrecipients shall certify
and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty for not less than $10,000 and not more than $100,000 for each such failure.
ATTEST:
Clerk of the Board Bill Gates
Chairman, Maricopa County Board of
Supervisors
Date Date
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APPENDIX A-1
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APPENDIX A-2
Scope of Services
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APPENDIX B
SUBRECIPIENT TO MARICOPA ASSOCIATION OF GOVERNMENTS
TITLE VI ASSURANCES
Maricopa County (herein referred to as the "Recipient"), HEREBY AGREES THAT, as a condition to receiving
any Federal financial assistance from the U.S. Department of Transportation (DOT), through Federal Highway
Administration, Arizona Department of Transportation, and Maricopa Association of Governments, is subject to
and will comply with the following:
Statutory/Regulatory Authorities
 Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin);
 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The
Department Of Transportation--Effectuation Of Title VI Of The Civil Rights Act Of 1964);
 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the
Civil Rights Act of 1964);
The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations,"
respectively.
General Assurances
In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda
and/or guidance, the Recipient hereby gives assurances that it will promptly take any measures necessary to
ensure that:
"No person in the United States shall, on the grounds of race, color, or national origin, be
excluded from participation in, be denied the benefits of, or be otherwise subjected to
discrimination under any program or activity," for which the Recipient receives Federal
financial assistance from DOT, including the Federal Highway Administration.
The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and
other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the
Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these non-
discrimination statutes and requirements to include all programs and activities of the Recipient, so long as any
portion of the program is Federally assisted.
Specific Assurances
More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the
following Assurances with respect to its Federal Aid Highway Program.
1. The Recipient agrees that each "activity," "facility," or "program," as defined in §§ 21.23 (b) and 21.23
(e) of 49 C.F.R. § 21 will be (with regard to an "an "activity") facilitated, or will be (with regard to a
"facility") operated, or will be (with regard to a "program") conducted in compliance with all requirements
imposed by, or pursuant to the Acts and the Regulations.
2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for
work, or material subject to the Acts and the Regulations made in connection with all Federal Aid
Highway Program and, in adapted form, in all proposals for negotiated agreements regardless of funding
source:
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"Maricopa County, in accordance with the provisions of Title VI of the Civil Rights Act of
1964 (78 Stat. 252.42 U.S.C. §§ 2000d-4) and the Regulations, hereby notifies all bidders
that it will affirmatively ensure that any contract entered into pursuant to this
advertisement, disadvantaged business enterprises will be afforded full and fair
opportunity to submit bids in response to this invitation and will not be discriminated
against on the grounds of race, color, or national origin in consideration for an award.”
3. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or
agreement subject to the Acts and the Regulations.
4. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the
land, in any deed from the United States effecting or recording a transfer of real property, structures,
use, or improvements thereon or interest therein to a Recipient.
5. That where the Recipient receives Federal financial assistance to construct a facility or part of a facility,
the Assurance will extend to the entire facility and facilities operated in connection therewith.
6. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real
property or an interest in real property, the Assurance will extend to rights to space on, over, or under
such property.
7. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as
a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments
entered into by the Recipient with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity,
project, or program; and
b. for the construction or use of, or access to, space on, over, or under real property acquired or
improved under the applicable activity, project or program.
8. That this Assurance obligates the Recipient for the period during which Federal financial assistance
is extended to the program, except where the Federal financial assistance is to provide, or is in the form
of, personal property, or real property, or interest therein, or structures or improvements thereon, in which
case the Assurance obligates the Recipient, or any transference for the longer of the following periods:
a. the period during which the property is used for a purpose for which the Federal financial
assistance is extended, or for another purpose involving the provision of similar services or
benefits; or
b. the period during which the Recipient retains ownership or possession of the property.
9. The Recipient will provide for such methods of administration for the program as are found by the
Secretary of Transportation or the official whom he/she delegates specific authority to give reasonable
guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors,
consultants, transferees, successors in interest, and other participants of Federal financial assistance
under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations,
and this Assurance.
10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard
to any matter arising under the Acts, the Regulations, and this Assurance.
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By signing this ASSURANCE, Maricopa County also agrees to comply (and require any sub-recipients, sub-
grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions
governing Federal Highway Administration, Arizona Department of Transportation, Maricopa Association of
Governments access to records, accounts, documents, information, facilities, and staff. You also recognize that
you must comply with any program or compliance reviews, and/or complaint investigations conducted by the
Federal Highway Administration, Arizona Department of Transportation or Maricopa Association of
Governments. You must keep records, reports, and submit the material for review upon request to Federal
Highway Administration, Arizona Department of Transportation, Maricopa Association of Governments, or its
designee in timely, complete, and accurate way. Additionally, you must comply with all other reporting, data
collection, and evaluation requirements, as prescribed by law or detailed in program guidance.
Maricopa County gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans,
contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance
extended after the date hereof to the recipients by the U.S. Department of Transportation under the Federal
Highway Administration, Arizona Department of Transportation, and Maricopa Association of Governments.
This ASSURANCE is binding on Arizona, other recipients, sub-recipients, sub-grantees, contractors,
subcontractors and their subcontractors' transferees, successors in interest, and any other participants in the
Federal Aid Highway Program. The person(s) signing below is authorized to sign this ASSURANCE on behalf
of the Recipient.
Maricopa County
Bill Gates Date
Chairman, Maricopa County Board of
Supervisors
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SUBRECIPIENT TO MARICOPA ASSOCIATION OF GOVERNMENTS
TITLE VI ASSURANCES
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter
referred to as the "contractor") agrees as follows:
1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts
and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of
Transportation, Federal Highway Administration, Arizona Department of Transportation, or the Maricopa
Association of Governments, as they may be amended from time to time, which are herein incorporated by
reference and made a part of this contract.
2. Non-discrimination: The contractor, with regard to the work performance by it during the contract, will not
discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors,
including procurements of materials and leases of equipment. The contractor will not participate directly or
indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices
when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.
3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,
either by competitive bidding, or negotiation made by the contractor for work to be performed under a
subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or
supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and
Regulations relative to Non-discrimination on the grounds of race, color, or national origin.
4. Information and Reports: The contractor will provide all information and reports required by the Acts, the
Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts,
other sources of information, and its facilities as may be determined by the Recipient, the Federal Highway
Administration, Arizona Department of Transportation, or Maricopa Association of Governments to be
pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information
required of a contractor is in the exclusive possession of another who fails or refuses to furnish the
information, the contractor will so certify to the Recipient, the Federal Highway Administration, Arizona
Department of Transportation, or Maricopa Association of Governments, as appropriate, and will set forth
what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-discrimination
provisions of this contract, the Recipient will impose such contract sanctions as it or the Federal Highway
Administration, Arizona Department of Transportation, or Maricopa Association of Governments, may
determine to be appropriate, including, but not limited to:
a. withholding payments to the contractor under the contract until the contractor complies; and/or
b. cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in
every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts,
the Regulations and directives issued pursuant thereto. The contractor will take action with request to any
subcontract or procurement as the Recipient, the Federal Highway Administration, Arizona Department of
Transportation, or Maricopa Association of Governments may direct as a means of enforcing such provisions
including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened
with litigation by a subcontractor or supplier because of such direction, the contractor may request the
Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may
request the United States to enter into the litigation to protect the interests of the United States.
Appendix A
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SUBRECIPIENT TO MARICOPA ASSOCIATION OF GOVERNMENTS
TITLE VI ASSURANCES
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination
statutes and authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
 Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin): and 49 CFR Part 21;
 The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects);
 Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis
of sex);
 Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
 The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
 Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
 The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs
or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients
and contractors, whether such programs or activities are Federally funded or not);
 Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of
disability in the operation of public entities, public and private transportation systems, places of
public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented
by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
 The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
 Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations
and Low-Income Populations, which ensures non-discrimination against minority populations by
discouraging programs, policies, and activities with disproportionately high and adverse human
health or environmental effects on minority and low-income populations;
 Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes discrimination
because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take
reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed.
Reg. at 74087 to 74100);
 Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1687 et seq).
Appendix E
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APPENDIX C
ENVIRONMENTAL, RESOURCE, ENERGY PROTECTION, AND
CONSERVATION REQUIREMENTS
A. Environmental Policy. The National Environmental Policy Act of 1969, as amended, 42. U.S.C. §§
1601 et seq.; the Council on Environmental Quality regulations, 40 C.F.R. Part 1500 et seq.; and
the FHWA/FTA regulation, “Environmental Impact and Related Procedures,” 23 C.F.R. Part 771,
as amended, are applicable to the Project.
B. Compliance with Environmental Standards. The COUNTY shall comply with the provisions of the
Clean Air Act, as amended, 42 U.S.C. §§1857 et seq.; the Federal Water Pollution Control Act, as
amended, 33 U.S.C. §§ 1251 et seq.; and implementing regulations, in the facilities that are
involved in the Project for which Federal assistance is given. The COUNTY shall ensure that the
facilities under ownership, lease or supervision, whether directly or under contract, that will be
utilized in the accomplishment of the Project are not listed on the Environmental Protection Agency
(EPA) List of Violating Facilities. Contracts, subcontracts, and subgrants of amounts in excess of
$100,000 shall contain a provision requiring compliance with all applicable standards, orders, or
requirements issued pursuant to Federal statute or regulation. The COUNTY shall be responsible
for reporting any violations to the authorized representatives of the Federal Highway Administration,
or the Federal Transit Administration, as applicable, and to the EPA Assistant Administrator for
Enforcement. In addition, the COUNTY shall notify the authorized representatives of the Federal
Highway Administration, or the Federal Transit Administration, as applicable, of the receipt of any
communication from the Director of the EPA Office of Federal Activities indicating that a facility to
be utilized in the Project is under consideration for listing by EPA.
C. Air Pollution. No facilities or equipment shall be acquired, constructed, or improved as a part of the
Project unless the COUNTY obtains satisfactory assurances that they are (or will be) designed and
equipped to limit air pollution as provided in accordance with the following EPA regulations: “Control
of Air Pollution from Motor Vehicles and Motor Vehicle Engines,” 40 C.F.R. Part 85; “Control of Air
Pollution from New Motor Vehicles and New Motor Vehicle Engines: Test Procedures for Light-
Duty Vehicles and Light-Duty Trucks and Selective Enforcement Auditing of New Light-Duty
Vehicles, Light-Duty Trucks and Heavy-Duty Engines,” 40 C.F.R. Part 86; and “Fuel Economy of
Motor Vehicles,” 40 C.F.R. Part 600; in accordance with applicable federally-approved State
Implementation Plan(s) (in particular, the Transportation Control Measures); and in accordance
with appropriate FAA directives and all other applicable standards.
D. Use of Public Lands. No publicly owned land from a park, recreation area, or wildlife or waterfowl
refuge of national, State or local significance as determined by the Federal, State or local officials
having jurisdiction thereof, or any land from an historic site of national, State, or local significance
may be used for the Project unless specific findings required under 49 U.S.C. § 303 are made by
the Department of Transportation.
E. Historic Preservation. The COUNTY shall assist the Government (the authorized representatives
of the Federal Highway Administration, or the Federal Transit Administration, as applicable) to
comply with Section 106 of the national Historic Preservation Act involving historic and
archaeological preservation by:
1. Consulting the State Historic Preservation Officer on the conduct of investigations, in
accordance with Advisory Council on Historic Preservation regulations, “Protection of
Historic and Cultural Properties”, 36 C.F.R. Part 800, to identify properties and resources
listed in or eligible for inclusion in the National Register of Historic Places that may be
affected by the Project, and notifying the Government (the authorized representatives of
the Federal Highway Administration, or the Federal Transit Administration, as applicable)
of the existence of any such properties; and
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2. Complying with all Federal requirements to avoid or mitigate adverse effects upon such
properties.
F. Energy Conservation. The COUNTY shall comply with mandatory standards and policies relating
to energy efficiency that are contained in applicable State energy conservation plans issued in
compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq.
G. Mitigation of Adverse Environmental Effects. Should the proposed Project cause adverse
environmental effects, the COUNTY shall take all reasonable steps to minimize such effects
pursuant to 49 U.S.C. app. § 1610, other applicable statutes, and the procedures set forth in 23
C.F.R. Part 771. The COUNTY shall undertake all environmental mitigation measures that may be
identified as commitments in applicable environmental documents (such as environmental
assessments, environmental impact statements, memoranda of contracts, and statements required
by 49 U.S. C. § 303) and with any conditions imposed by the Government as part of a finding of no
significant impact or a record of decision; all such mitigation measures are incorporated in and
made part of this AGREEMENT by reference. In the event that some or all mitigation measures
are deferred, once such measures are agreed upon by MAG and the COUNTY, those mitigation
methods subsequently determined will be incorporated into this AGREEMENT. Such mitigation
measures may not be modified or withdrawn without the express written approval of MAG.
H. Use of Fly Ash in Cement and Concrete. In carrying out the Project, the COUNTY shall make all
appropriate efforts to foster the use of fly ash, substantially in compliance with EPA regulations
“Guideline for Federal Procurement of Cement and Concrete Containing Fly Ash”, 40 C.F.R. Part
249. Should the COUNTY make a determination that the use of fly ash is inappropriate in a
particular procurement of cement or concrete, the COUNTY shall provide the authorized
representatives of the Federal Highway Administration, or the Federal Transit Administration, as
applicable, a written justification to support that decision.
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