IGA WITH ASU FOR ITS DEVELOPMENT STUDES.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN
MARICOPA COUNTY AND ARIZONA STATE UNIVERSITY
FOR RESEARCH-ORIENTED TRAFFIC AND INTELLIGENT
TRANSPORTATION SYSTEMS (ITS) DEVELOPMENT STUDIES
County # C-64-19- -M-00 ASU Master IGA # MA0000176
This Intergovernmental Agreement (Agreement) is between the County of Maricopa, a political
subdivision of the State of Arizona (County), and the Arizona Board of Regents for and on behalf
of Arizona State University (ASU). The County and ASU are collectively referred to as the Parties
or individually as a Party.
STATUTORY AUTHORIZATION
1 A.R.S. §11-951, et seq., provides that public agencies may enter into Intergovernmental
Agreements for the provision of services or for joint or cooperative action.
BACKGROUND
2. The transportation program at ASU is an inter-disciplinary program, emphasizing practical
hands-on research and education activities. The research portfolio at ASU is facilitated by
extensive program capabilities. Areas of expertise within several ASU schools include ITS,
traffic operations and signal systems, traffic simulation and modeling, remote sensing of
transportation flows, data analytics and modeling, performance measures, connected and
automated vehicles, and public transportation planning and operations.
3. The County and ASU wish to coordinate the use of their resources to perform multi-funded,
research-oriented traffic and ITS technology studies, in addition to partnering in federally-
funded projects, such as the Loop 101 Mobility Project. This Agreement can accommodate
all funding sources. In order to better implement the compliance aspect of such projects
and their various funding requirements, subsequent project-specific Task Orders will be
utilized under this Agreement to quickly initiate any projects.
PURPOSE OF THE AGREEMENT
4. The Parties desire to set forth the general terms and conditions, whereby they will
collaborate on one or more projects (Project).
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TERMS OF THE AGREEMENT
5. Joint Responsibilities of the Parties:
5.1 The Parties may collaboratively develop and apply for State, Federal, Regional,
Tribal or other funded traffic management initiatives and/or jointly-awarded
funding. The lead entity will be mutually determined, based on the requirements of
the funding opportunity.
5.2 The Parties shall subsequently enter into Project-specific Task Orders, with
reference to the terms of this Agreement, plus generate a unique statement of work
(SOW) for each Task Order. Each Task Order will define the specific
responsibilities of each Party, including, but not limited to, SOW, schedule and
deliverables, details for invoicing/payments, progress meeting requirements,
required staff of each Party and eligible costs per related funding.
5.3 Such Task Orders shall become effective upon mutual approval by each Party and
upon the Parties' funding authorization and/or appropriation.
5.4 Any subsequent changes to the Task Order, or this Agreement, shall be mutually
agreed upon in writing by the Parties and signed by authorized representatives of
each.
5.5 Each Task Order shall clearly indicate whether the funding source requires Single
Audit Act reporting and the requirements of each Party.
6. Responsibilities of the County:
6.1 The County may work in partnership with ASU to identify appropriate Projects
under this Agreement.
6.2 The County shall issue no-cost permits for Project-related work performed by ASU
in County right-of-way.
6.3 The County Board of Supervisors authorizes and delegates the authority to
approve and sign Task Orders under this Agreement to the County Transportation
Department Director, or designee. Signatures of such Task Orders shall be
executed upon County approval of related funding.
7. Responsibilities of ASU:
7.1 ASU may work in partnership with the County to identify appropriate Projects under
this Agreement.
7.2 ASU will apply to the County for no-cost permits for Project-related work performed
by ASU in County right-of-way.
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GENERAL TERMS AND CONDITIONS
8. Each Party (as "Indemnitor) agrees to indemnify, defend, and hold harmless the other
Party (as "Indemnitee") from and against all claims, losses, liability, costs, and expenses
(including reasonable attorneys' fees) (hereinafter collectively referred to as "Claims")
arising out of bodily injury of any person (including death) or property damage, but only to
the extent that such Claims, which result in vicarious liability to lndemnitee, are caused by
the act, omission, negligence, misconduct, or other fault of lndemnitor, its officers, agents,
employees, or authorized volunteers.
9. This Agreement shall become effective as of the date it is approved by the Parties and
remain in full force and effect for a period of three years, except that it may be amended
upon written agreement by all Parties. Any Party may terminate this Agreement upon
furnishing the other Party with a written notice at least thirty (30) days prior to the effective
termination date. If this Agreement is terminated, the lead Party shall be liable for payment
only for services rendered prior to the effective date of the termination, including non-
cancellable commitments, provided that such services are performed in accordance with
the provisions of this Agreement and or the Task Order.
10. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
11. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further
acknowledge that:
11.1 Any contractor or subcontractor who is contracted by a Party to perform work on
the Project shall warrant their compliance with all federal immigration laws and
regulations that relate to their employees and their compliance with the E-Verify
program under A.R.S. Section 23-214(A), and shall keep a record of the
verification for the duration of the employee's employment or at least three years,
whichever is longer.
11.2 Any breach of the warranty shall be deemed a material breach of this Agreement
that is subject to penalties up to and including termination of the agreement.
11.3 The Parties retain the legal right to inspect the papers of any contractor or
subcontractor employee who works on the Project to ensure that the contractor or
subcontractor is complying with the warranty above and to require that the
contractor make all papers and employment records of said employee available at
ASU during normal working hours in order to facilitate such an inspection.
11.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or
employee of the Parties to this Agreement
12. Each Party to this Agreement warrants that neither it, nor any contractor or vendor under
contract with the Party to provide goods or services toward the accomplishment of the
objectives of this Agreement, is suspended or debarred by any federal agency which has
provided funding that will be used in the Project described in this Agreement.
13. The following shall constitute a material breach of this Agreement and an event of default
("Default") hereunder, a Party's failure to observe or perform any of the material
covenants, conditions or provisions of this Agreement ("Defaulting Party"). Written notice
of such failure from the non-defaulting party will be sent to the Defaulting Party. The
Defaulting Party shall provide a Cure Plan to get well, within five (5) business days of
notice of Default and diligently pursue such cure.
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In the event a Defaulting Party fails to perform any of its material obligations under this
Agreement and is in Default, the non-defaulting party, at its option, may terminate this
Agreement. Further, upon the occurrence of any Default and at any time thereafter, the
non-defaulting Party may exercise any remedies, now or hereafter available to it, at law
or in equity.
14. All official notices required under this Agreement to be given in writing, delivered in person,
or by courier service, or by first-class, certified U.S. Mail, return receipt requested.
Unofficial courtesy copy of any notices advising of the pending action is requested via
email. Notices shall be sent to:
Maricopa County Department of Transportation
Intergovernmental Relations Branch Manager
2901 West Durango Street
Phoenix, AZ 85009
Attention: Mitch Wagner
Phone: 602-506-5858
Email: mitchwagnermail.maricoba.dov
With copy to:
ITS Branch Manager: Faisal Saleem, faisalsaleem@mail.maricopa.gov
Arizona State University
Office for Research and Sponsored Projects Administration
660 S. Mill Avenue, Centerpoint Suite 310
Tempe, AZ 85281
Attention: Heather Clark, Executive Director, Research Operations
Email: ASU.Awardsasu.edu
With copy to:
Principal Investigator: Dr. Ram Pendyala, Ram.Pendyalaasu.edu
15. Performance by the Parties under this Agreement or Task Orders, are contingent upon
funding type and being appropriately authorized, budgeted and appropriated. As
applicable, appropriation would be initiated by the State of Arizona Legislature to the
Maricopa County Board of Supervisors or to the Arizona Board of Regents for ASU.
Federal funding would be authorized by the Arizona Department of Transportation with
the appropriate Party. Additional approval for receipt and expenditure of funds is needed
by the Maricopa County Board of Supervisors to its County Transportation Department.
This Agreement may be terminated by either Party due to non-appropriation of funds,
without further obligation, if its ability to perform under this Agreement is impacted.
16. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective successors and assignees. Neither Party shall assign its interest in this
Agreement without the prior written consent of the other Party.
17. This Agreement, and any Exhibits attached to this Agreement, set forth all of the
covenants, promises, agreements, conditions and understandings between the Parties to
this Agreement, and there are no covenants, promises, agreements, conditions or
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understandings, either oral or written, between the Parties other than as set forth in this
Agreement, and those agreements which are executed contemporaneously with this
Agreement. This Agreement shall be construed as a whole and in accordance with its fair
meaning and without regard to any presumption or other rule requiring construction
against the Party drafting this Agreement. This Agreement cannot be modified or changed
except by a written instrument executed by all of the Parties hereto. Each Party has
reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel.
18. The waiver by any Party of any right granted to it under this Agreement is not a waiver of
any other right granted under this Agreement, nor may any waiver be deemed to be a
waiver of a subsequent right obtained by reason of the continuation of any matter
previously waived,
19. Wherever possible, each provision of this Agreement shall be interpreted in such a manner
as to be valid under applicable law, but if any provision shall be invalid or prohibited under
the law, such provision shall be ineffective to the extent of such prohibition or invalidation
but shall not invalidate the remainder of such provision or the remaining provisions.
20. Except as otherwise provided in this Agreement, all covenants, agreements,
representations and warranties set forth in this Agreement or in any certificate or
instrument executed or delivered pursuant to this Agreement shall survive the expiration
or earlier termination of this Agreement for a period of one (1) year.
21. Nothing contained in this Agreement shall create any partnership, joint venture or other
agreement between the Parties hereto. Except as expressly provided in this Agreement,
no term or provision of this Agreement is intended or shall be for the benefit of any person
or entity not a party to this Agreement, and no such other person or entity shall have any
right or cause of action under this Agreement.
22. Unless otherwise specified in this Agreement, the term "day" as used in this Agreement
means calendar day. If the date for performance of any obligation under this Agreement
or the last day of any time period provided in this Agreement falls on a Saturday, Sunday
or legal holiday, then the date for performance or time period shall expire at the close of
business on the first day thereafter which is not a Saturday, Sunday or legal holiday.
23. Sections and other headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
24. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute the same instrument. Faxed,
copied and scanned signatures are acceptable as original signatures.
25. The Parties agree to execute and/or deliver to each other such other instruments and
documents as may be reasonably necessary to fulfill the covenants and obligations to be
performed by such party pursuant to this Agreement,
26. The Parties hereby agree that the venue for any claim arising out of or in any way related
to this Agreement shall be Maricopa County, Arizona.
27. This Agreement shall be governed by the laws of the State of Arizona.
28. Non-discrimination. Each Party, in connection with any service or other activity under this
Agreement, shall not in any way discriminate against any person on the grounds of race,
color, religion, sex, national origin, age, disability, affiliation or belief. The Contractor shall
include this clause in all of its subcontracts, if any, related to this Agreement. If applicable,
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the Parties will abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-
741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination
against all individuals based on their race, color, religion, sex or national origin. Moreover,
these regulations require that covered prime contractors and subcontractors take
affirmative action to employ and advance in employment individuals without regard to
race, color, religion, sex, national origin, protected veteran status or disability.
29. Dispute Resolution. In the event of any dispute between the Parties relating to this
Agreement, the Parties shall first seek to resolve the dispute through informal discussions.
In the event any dispute cannot be resolved informally within sixty (60) days, the Parties
will submit the dispute to non-binding arbitration to be conducted by mutually agreed upon
arbitrators and pursuant to mutually agreed upon rules. Each Party shall bear their
respective costs of arbitration. As required by A.R.S. § 12-1518, the Parties agree to make
use of arbitration in disputes that are subject to mandatory arbitration pursuant to A.R.S.
§ 12-133.
30. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. § 38-511. Either
Party may cancel this Agreement if any person significantly involved in negotiating,
drafting, securing or obtaining this Agreement for or on behalf of one Party becomes an
employee in any capacity of the other Party or a consultant to either party with reference
to the subject matter of this Agreement while the Agreement, or any extension thereof, is
in effect.
31, Service Marks and Trademarks. Neither Party will use any names, service marks,
trademarks, trade names, logos, or other identifying names, domain names, or identifying
marks of the other Party (Marks), without in each case, the prior written consent of the
Party that owns the Marks. Use of any Party's Marks must comply with the owning Party's
requirements including using the 8 indication of a registered trademark where applicable.
32. Order of Precedence. The order of precedence in any conflict between the terms of this
Agreement and subsequent Task Orders are:
a. Federal laws, regulations or statutes
b. Laws, statutes, regulations of the State of Arizona
c. Task Order
d. Agreement
End of Agreement - Signature Pages Follow
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IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this
Agreement:
For MARICOPA COUNTY
Recommended by:
Jen2ifer oth, P.E.
Trrspo ation Director
Authorized Approval and Accepted by:
Steve Chucri, Chairman Date
Maricopa County Board of Supervisors
Attested by:
Fran McCarroll Date
Clerk of the Board
APPROVAL OF DEPUTY COUNTY ATTORNEY
I hereby state that I have reviewed the proposed Intergovernmental Agreement and declare the
Agreement to be in proper form and within the powers and authority granted to the Parties by their
respective governing bodies under the laws of the State of Arizona.
Deputy County Attorney Date
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IN WITNESS WHEREOF, the authorized representatives of Parties have executed this
Agreement.
For ARIZONA BOARD OF REGENTS FOR AND ON BEHALF OF ARIZONA STATE
UNIVERSITY
Recommended by:
K.A,P6,44
11/1/2018
Ram Pendyala, Ph.D. Date
Professor
Authorized Approval and Accepted by:
2// V2olg
Heather Clark 4.1.Date
Executive Director, Research Opera ons
Affested by:
//2.0/.:}7
Maria Faircloth Date
Grant and Contract Officer Principal
Research Operations
APPROVAL OF ARIZONA STATE UNIVERSITY ATTORNEY
I hereby state that I have reviewed the Intergovernmental Agreement and declare the Agreement
to be in proper form and within the powers and authority granted to the Parties by their respective
governing bodies under the laws of the State of Arizona.
APPROVED AS TO FORM
/1-1-20It
'General Counsel for Arizona State University Date
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