IGA AMEND. 2 UOFA ITS DEVELOPMENT FINAL 1-17-17.DOCX

SECOND AMENDMENT TO THE INTERGOVERNMENTAL
AGREEMENT
BETWEEN MARICOPA COUNTY AND THE UNIVERSITY OF
ARIZONA
TO PERFORM RESEARCH ORIENTED
TRAFFIC & ITS DEVELOPMENT STUDIES
(C-91-09-052-M-02)
This Second Amendment to the Intergovernmental Agreement to perform research
oriented traffic & ITS development studies (C-91-09-052-M-02) (Second Amendment)
is entered into by and between the County of Maricopa, a body politic, acting through
the Maricopa County Department of Transportation (County), and the Arizona Board of
Regents for and on behalf of the University of Arizona (UofA). The County and the
UofA are collectively referred to herein 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. authorize public agencies to enter into
Intergovernmental Agreements for the provision of services or for joint or
cooperative action.
BACKGROUND
3. On October 15, 2008, the County and UofA entered into an intergovernmental
agreement (Agreement), recorded at Maricopa County Recorder No. 2008-
0898049 on October 17, 2008. The purpose of the Agreement was to perform
research-oriented traffic and Intelligent Transportation System (ITS)
development studies. The IGA was amended on June 20, 2012. The purpose
of the amendment (First Amendment) was to extend the terms of the
agreement another 5 years and to update the general terms and conditions of
the agreement.
4. The Parties desire to further amend the Agreement through this Second
Amendment.
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PURPOSE OF AGREEMENT
5. The Purpose of this Second Amendment is to further update the Terms of the
Agreement, to extend the Agreement another five years, and to expand the
terms to account for a specific federal grant program’s pass-through of funds
not previously addressed under this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the covenants herein set
forth, the Parties agree as follows:
TERMS OF THE AGREEMENT
6. Sections 7 and 8 are deleted in their entirety and replaced with the following:
7. Responsibilities of the County:
7.1 At the County’s sole discretion, the County shall ask the UofA to perform
research assignments for the County. The County shall provide office
space and necessary equipment, as needed, for UofA staff temporarily
housed at the County to support research activities that would include
the University's Transportation Research Institute (TRI).
7.2 The County shall financially participate by funding County-requested
research up to $50,000 of Highway User Revenue Funds (HURF)
funding per County fiscal year for the duration of this Agreement.
7.3 The County shall determine the appropriateness of UofA staff selected
for County-requested research.
7.4 The County shall exercise its discretion in satisfaction over research
work quality and retain the option to replace UofA as a vendor.
7.5 The County shall remit payment within 30 days of receipt of an invoice
and supporting documents from UofA upon completion of requested
work.
7.6 The County shall review a draft and final reports submitted by UofA and
respond back with comments in a timely manner.
7.7 The County shall pursue, as appropriate, state and federally-funded
traffic management initiatives and/or jointly-awarded grants.
7.8 The County shall partner with UofA and the Arizona Department of
Transportation (ADOT) regarding a Commercial Vehicle Information and
Systems Network (CVISN) Work Zone Notification System project
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(CVISN Project). This CVISN Project will receive Federal Motor Carrier
Safety Administration (FMCSA) grant funding. Therefore, the County
shall:
7.8.1 Pass through such funds to UofA, as the County will be a
subrecipient of ADOT for CVISN Project funds.
7.8.2 Reimburse UofA for eligible CVISN Project expenditures in
monthly installments up to $337,298 and upon receipt of
approved, detailed documentation supporting a County
progress billing form.
7.8.3 Email a copy of the Project-pertinent FMCSA Grant
Agreement (number FM-CVS-0124-16-01-00) with CVISN
Project requirements and a sample progress billing form to
UofA for only the CVISN Project reimbursement requests.
7.8.4 Contact UofA regarding Single Audit Act requirements.
8. Responsibilities of the University of Arizona:
8.1 Upon request from the County, provide services, such as:
 Testing and evaluating emerging transportation technologies
 Studying new transportation hardware and software systems, e.g. (a)
traffic management systems, (b) traffic information systems, and (c)
vehicle-infrastructure integration
 Performing research-oriented traffic studies
 Collecting data and evaluating results of operational tests
 Developing necessary simulation and optimization models in specific
applications
 Providing technical advice
 Training and educating transportation practitioners through
workshops and short courses
 Partnering in state and federally-funded traffic management initiatives
8.2 Invoice the County upon completion and submission of requested
research up to $50,000 per County fiscal year, for the duration of this
Agreement.
8.3 Prepare draft and final reports, summarizing the results and findings of
the research requested by the County.
8.4 Partner, as appropriate, in state and federally-funded traffic management
initiatives and/or jointly-awarded grants.
8.5 The UofA shall partner with the County and ADOT regarding a CVISN
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Project, which will receive FMCSA grant funding. Therefore, the UofA
shall:
8.5.1 Follow all applicable requirements included in the FMCSA
Grant Agreement number FM-CVS-0124-16-01-00, including
in any subcontracts UofA procures.
8.5.2 Submit a separate billing to the County for grant-eligible
CVISN Project expenditures on a monthly basis. Detailed
documentation of labor, equipment and materials needs to
accompany a County Progress billing statement. Such billing
requests shall be separate from non-CVISN Project billings
submitted to the County under this Agreement. County
project number TE040 shall be clearly marked on all CVISN
Project documentation.
8.5.3 Acknowledge that funding received for the CVISN Project is
pass-through funding from the U.S. Department of
Transportation, Federal Motor Carrier Safety Administration,
CFDA 20.237. UofA agrees to comply with the reporting
requirements of the Single Audit Act.
GENERAL TERMS AND CONDITIONS
9. Section 9 of the General Terms and Conditions of the Agreement is amended
and replaced in its entirety with the following: 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
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. Section 10 of the Agreement is amended and replaced in its entirety with the
following: 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
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until all stipulations previously indicated have been satisfied, 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. Section 16 of the Agreement is amended and replaced in its entirety with the
following: 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:
University of Arizona
Sponsored Projects Services
P.O. Box 210158, Rm. 510
Tucson, AZ 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
12. Section 29 of the Agreement is amended and replaced in its entirety with the
following: 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.
13. Add Section 33 of the Agreement as follows: The terms of this Agreement,
originally set to expire on June 30, 2012, and subsequently amended to expire
on June 30, 2017, is hereby further extended another five years with the new
expiration date of June 30, 2022.
14. The foregoing sections contain all of the changes made by this Second
Amendment. All other terms of the Agreement not amended herein remain the
same and in full force and effect.
End of Agreement - Signature Page Follows
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
ARIZONA BOARD OF REGENTS
MARICOPA COUNTY UNIVERSITY OF ARIZONA
Recommended by:
_________________________
Jennifer Toth, P.E.
Transportation Director
Approved and Accepted by: Approved and Accepted by:
_____________________________ ________________________________
Denny Barney, Chairman Date Date
Board of Supervisors
Attested by:
_______________________________
Clerk of the Board Date
APPROVAL OF DEPUTY COUNTY ATTORNEY AND UNIVERSITY OF
ARIZONA ASSOCIATE GENERAL COUNSEL
I hereby state that I have reviewed the proposed Second Amendment 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 University of Arizona Date
Associate General Counsel
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