2017 MCDOT-UOFA FINAL ITS IGA FOR FEDERAL-GRANT FUNDED PROJECTS.DOC

MASTER INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY
AND THE ARIZONA BOARD OF REGENTS, UNIVERSITY OF ARIZONA
FOR RESEARCH-ORIENTED TRAFFIC AND INTELLIGENT
TRANSPORTATION SYSTEMS (ITS) DEVELOPMENT STUDIES FOR
FEDERAL OR GRANT FUNDED PROJECTS
(C-64-18-____-M-__)
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 the University of Arizona (UofA). The County and UofA are
collectively referred to as the Parties or individually as a Party.
STATUTORY AUTHORIZATION
1. A.R.S. Section 11-251 and Sections 28-6701 et. seq. authorize the County to lay
out, maintain, control and manage public roads within the County.
2. A.R.S. Sections 11-951 et. seq. authorizes public agencies to enter into
Intergovernmental Agreements for the provision of services or for joint or
cooperative action.
BACKGROUND
3. The transportation program at UofA is an inter-disciplinary program, emphasizing
practical hands-on research and education activities. The research portfolio at
UofA is facilitated by extensive laboratory capabilities. Chief among these is the
Transportation Research Institute (TRI). Areas of expertise within the TRI include
ITS, traffic operations and signal systems, traffic simulation, remote sensing of
transportation flows, data modeling, connected and automated vehicles,
evacuation planning and management, public transportation planning and
operations, and freight management and logistics.
4. The County and UofA wish to coordinate the use of their resources to perform
research-oriented traffic and ITS technology studies. A similar Agreement
between the Parties already handles a variety of project assignments, although
not typically funded with federal or grant funds. In order to better implement the
compliance aspect of these types of funds, the Parties decided to pursue this
separate Agreement for federal and grant funded projects.
January 10, 2018 Page 1 of 10

PURPOSE OF THE AGREEMENT
5. The Parties desire to set forth the general terms and conditions, whereby they
will collaborate to execute one or more projects (with respect to each
engagement), funded by state or federal grants awarded to either party (the
Project). The Projects under this Agreement may be proposed by either party,
and shall become effective upon mutual approval of a Project-specific
Addendum. Such Addenda require signature approval of UofA’s Director of
Contracting & Pre-award Services, or designee, and the County, acting through
the Maricopa County Department of Transportation (MCDOT) Director or
designee.
In addition to leveraging the Parties’ infrastructure and experience, utilizing
Addenda will help expedite the Project process by including a separate and
appropriate signatory process by each Party. Details of state and federally-
funded traffic management initiatives and/or jointly-awarded grants shall be
elaborated upon in Addenda for such Projects.
TERMS OF THE AGREEMENT
6. Joint Responsibilities of the Parties:
6.1 Upon a Party’s receipt of a grant for use by the Parties, the Parties may
enter into a project-specific Addendum, and reference this Master
Agreement, which should alleviate the need for most IGA amendments.
6.2 Such Addenda and related Projects shall become effective upon mutual
approval by each Party. These Addenda will define project- specific
responsibilities of each Party, including, but not limited to, scope of work,
schedule and deliverables, progress meeting requirements, required staff
of each Party and grant-eligible costs. Each project-specific Addendum
will reference and incorporate the terms of this Agreement. Any
subsequent changes shall be mutually agreed upon and require written
notice between the Parties.
6.3 Each Party shall remit payment to the other Party upon completion of
requested work, and upon receipt of appropriate invoices, in accordance
with the terms of each project-specific Addendum. Only eligible Project
expenditures shall be reimbursed by the respective Party, and will require
detailed documentation to support the invoices.
6.4 The Parties shall collaboratively develop and apply for state, federal or
grant-funded traffic management initiatives and/or jointly-awarded grants.
6.5 The Parties acknowledge that federal or grant funding received for a
subsequent Project may become pass-through funding to each other, and
may be from a federal agency. A subsequent Addendum shall clearly
indicate any required federal funding flowdown terms & conditions,
January 10, 2018 Page 2 of 10

whether specific federal or grant funding requires Single Audit Act
reporting, and any other federal reporting requirements of each Party.
6.6 Each Party shall prepare draft and final reports, as needed, to summarize
the results and findings of research and work activities requested by the
other Party.
6.7 The Parties shall follow all federal guidelines for the Projects funded
through federal grants.
7. Responsibilities of the County:
7.1 The County shall act as the lead agency for all aspects of initiating,
reviewing and approving research and advanced technology deployment
assignments it requests from UofA. The County will provide office space
and necessary equipment, as needed, for UofA staff temporarily housed at
the County to support UofA’s TRI research activities.
7.2 The County shall offer its facilities as needed for UofA staff, technical
reviews, operations support and any equipment, as needed, and as
indicated in each Project Addendum.
7.3 The County shall review draft and final reports submitted by UofA and
respond back with comments in a timely manner.
7.4 The County Board of Supervisors authorizes and delegates the authority
to approve and sign addenda under this Agreement to the County
Transportation Director, or their designee, upon County approval of
related grant funding.
7.5 The County shall reimburse the UofA no more than monthly upon receipt
of a County-approved invoice format and appropriate documentation
supporting such invoice, as related to County-requested activity.
7.6 The County shall invoice the UofA no more than monthly, but no less than
quarterly, for federal/grant eligible costs as incurred, or upon completion
and submission of UofA-requested research, as further defined in
subsequent Project-specific Addenda. The UofA Project, or identifying,
number shall be clearly marked on all Project documentation.
8. Responsibilities of the UofA:
8.1 The UofA shall provide services to the County, such as:
 Design, deployment, testing and evaluating emerging transportation
technologies;
 Study new transportation hardware and software systems, e.g.
January 10, 2018 Page 3 of 10

traffic management systems, traffic information systems, and
vehicle-infrastructure integration;
 Develop and implement software applications to improve mobility,
safety and support transportation operations;
 Perform research-oriented traffic studies;
 Collect data and evaluating results of operational tests;
 Develop necessary simulation and optimization models in specific
applications;
 Provide technical advice;
 Train and educate transportation practitioners through workshops
and short courses;
 Partner in grant or federally-funded traffic management and
technology deployment initiatives; and
 Collaborate with the County on technology demonstrations for
stakeholders.
8.2 The UofA shall apply the products of its research to improve the results of
transportation activities requested by the County.
8.3 The UofA's Director of Contracting & Pre-award Services, or their
designee, shall approve and sign each Project-specific Addendum under
this Agreement, upon completion of the required UofA approvals of the
project scope of work and budget.
8.4 The UofA shall invoice the County no more than monthly, but no less than
quarterly, for federal/grant eligible costs as incurred, or upon completion
and submission of County-requested research and technology
deployment, as further defined in subsequent, Project-specific Addenda.
The County Project number shall be clearly marked on all Project
documentation.
8.5 The UofA shall reimburse the County no more than monthly upon receipt
of a UofA-approved invoice and appropriate documentation supporting
such invoice for UofA-requested activity.
GENERAL TERMS AND CONDITIONS
9. By entering into this Agreement, the Parties agree that to the extent permitted by
law, each Party will indemnify, defend and save the other Parties harmless,
including any of the Parties’ departments, agencies, officers, employees, elected
officials or agents, from and against all loss, expense, damage or claim of any
nature whatsoever which is caused by any activity, condition or event arising out
of the negligent performance or nonperformance by the indemnifying Party of any
of the provisions of this Agreement. By entering into this Agreement, each Party
indemnifies the other against all liability, losses and damages of any nature for or
on account of any injuries or death of persons or damages to or destruction of
property arising out of or in any way connected with the performance or
January 10, 2018 Page 4 of 10

nonperformance of this Agreement, except such injury or damage as shall have
been caused or contributed to by the negligence of that other Party. The
damages which are the subject of this indemnity shall include but not be limited
to the damages incurred by any Party, its departments, agencies, officers,
employees, elected officials or agents. In the event of an action, the damages
which are the subject of this indemnity shall include costs, expenses of litigation
and reasonable attorney’s fees.
10. This Agreement shall become effective as of the date it is approved by the
Maricopa County Board of Supervisors and remain in full force and effect for five
(5) years (“Term”) from the effective date, 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.
11. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
12. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and
further acknowledge that:
12.1 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 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
(3) years, whichever is longer.
12.2 Any breach of the warranty shall be deemed a material breach of the
contract that is subject to penalties up to and including termination of the
contract.
12.3 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 that
the contractor agrees to make all papers and employment records of said
employee available during normal working hours in order to facilitate such
an inspection.
12.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
13. Each Party to this Agreement, to the best of their respective knowledge, 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.
January 10, 2018 Page 5 of 10

14. Each of 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 to be
observed or performed by that Party (“Defaulting Party”), where such failure shall
continue for a period of thirty (30) days after the Defaulting Party receives written
notice of such failure from the non-defaulting Party provided, however, that such
failure shall not be a Default if the Defaulting Party has commenced to cure the
Default within such thirty (30) day period and thereafter is diligently pursuing
such cure to completion, but the total aggregate cure period shall not exceed
ninety (90) days unless the Parties agree in writing that additional time is
reasonably necessary under such circumstances to cure such default. In the
event a Defaulting Party fails to perform any of its material obligations under this
Agreement and is in Default pursuant to this Section, 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, but shall not be
required to, exercise any remedies now or hereafter available to it at law or in
equity.
15. All notices required under this agreement to be given in writing shall be sent to:
County:
Maricopa County Department of Transportation
Attn: Intergovernmental Relations Branch
2901 W. Durango Street
Phoenix, Arizona 85009
University of Arizona:
Sponsored Projects Services
P.O. Box 210158, Room 510
Tucson, Arizona 85721-0158
With a copy to:
University of Arizona
Transportation Research Institute
Attn: Systems and Industrial Engineering
1127 E. James E. Rogers Way, #251
Tucson, Arizona 85721
All notices required or permitted by this Agreement or applicable law shall be in
writing and may be delivered in person (by hand or courier) or may be sent by
regular, certified or registered mail or U.S. Postal Service Express Mail, with
postage prepaid, and shall be deemed sufficiently given if served in a manner
specified in this paragraph. Either Party may by written notice to the other specify
a different address for notice. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent by
January 10, 2018 Page 6 of 10

regular mail, the notice shall be deemed given 72 hours after the notice is
addressed as required in this paragraph and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that
guarantee next day delivery shall be deemed given 24 hours after delivery of the
notice to the Postal Service or courier.
16. This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
17. This Agreement does not create a duty or responsibility unless the intention to do
so is clearly and unambiguously stated in this Agreement.
18. Should any grant or federal funds be reduced or eliminated by the grantor, the
Parties shall mutually agree to consider a reduction in the scope of a project-
specific Addendum. If more appropriate, the Parties may cancel such Addendum,
without further duty or obligation.
19. 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.
20. This Agreement and all 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 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.
21. 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.
22. 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.
23. 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.
January 10, 2018 Page 7 of 10

24. 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.
25. Time is of the essence concerning this Agreement. 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.
26. 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.
27. 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.
28. 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.
29. The Parties acknowledge that disputes arising from this Agreement may be
subject to non-binding judicial arbitration in accordance with applicable law and
court rules. The Parties hereby agree that the venue for any claim arising out of
or in any way related to this Agreement shall be the location of the defendant.
30. This Agreement shall be governed by the laws of the State of Arizona.
31. The Parties agree to be bound by applicable state and federal rules governing
equal opportunity, nondiscrimination, and immigration.
End of Agreement - Signature Page Follows
January 10, 2018 Page 8 of 10

IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY
Recommended by:
Jennifer Toth, P.E. Date
Transportation Director
Approved and Accepted by:
Steve Chucri, Chairman Date
Board of Supervisors
Attest by:
Clerk of the Board Date
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 County by its governing body under the laws of the State of Arizona.
Deputy County Attorney Date
January 10, 2018 Page 9 of 10

IN WITNESS WHEREOF, the Parties have executed this Agreement.
ARIZONA BOARD OF REGENTS
University of Arizona
Approved and Accepted by:
Mark A. Drury Date
Contracts Manager
APPROVAL OF UNIVERSITY OF ARIZONA
ASSOCIATE GENERAL COUNSEL
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 Board of Regents by its governing body under the laws of the State of Arizona.
University of Arizona Date
Associate General Counsel
January 10, 2018 Page 10 of 10