IGA WITH ASU FOR PROFESSIONAL TRAINING.PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN
MARICOPA COUNTY AND ARIZONA STATE UNIVERSITY
TO PROVIDE PROFESSIONAL TRAINING AND SEMINARS
County # C-64-16- -M-00 ASU IGA # FP00004394
This [ntergovernmental 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, ef seq., provides that public agencies may enter into Intergovernmental
Agreements for the provision of services or for joint or cooperative action.
BACKGROUND
2. The Parties previously entered into an Intergovernmental Agreement (IGA) under
agenda item number C-64-02-011-2-00, recorded as Maricopa County Recorder No.
2001-0735829. The IGA was effective for five years beginning on August 10, 2001, the
date it was filed with the Maricopa County Recorder. The purpose of the IGA was to
provide regionally available training and seminars in civil engineering and transportation.
3. In early 2015, a proposal was submitted by the ASU School of Sustainable Engineering
and the Built Environment to the Maricopa County Department of Transportation
(MCDOT) to renew the IGA.
4. The County and ASU intend to reinstitute the training program by entering into this
Agreement. The Parties intend to use their resources to assure the local availability of
valuable and professional training that will benefit County employees.
5. All training topics will be based on the needs of the County. The instructors will be ASU
faculty members or consultants procured by ASU. The trainings will be hosted at ASU
facilities and Continuing Education Units (CEUs) will be provided for each participant, as
applicable.
6. The number of one day training courses cannot exceed sixteen (16) per year. The total
cost per course is estimated at $3,750, to be based on actual participant count and ASU
costs. Cost includes instruction, facilities, logistics and course materials and is based on
a maximum of 30 participants, unless otherwise agreed to by ASU. The County’s cost
shall not exceed $60,000 per fiscal year.
PURPOSE OF THE AGREEMENT
7. The purpose of this Agreement is to identify and define the responsibilities of the County
and ASU for the provision of professional training to the County.
TERMS OF THE AGREEMENT
8. Responsibilities of the County:
8.1 The County shail work in partnership with ASU to identify appropriate training
and seminars to be presented.
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8.2 The County Transportation Director (or designee), for and on behalf of the
County, shall review all proposed training and seminars to be provided by ASU
and, within a time period mutually determined by the Parties, notify ASU if there
will be County participation.
8.3 The County shall remit payment to ASU within thirty (30) days of receipt of an
invoice from ASU, for each training or seminar in which the County participates,
provided that the County’s total cost shall not exceed $60,000 per fiscal year.
8.4 The County shall make payments to “Arizona State University” and send to the
following address:
Office for Research and Sponsored Projects Administration
Arizona State University
PO Box 876011
Tempe, AZ 85287-6011
Reference: FP00004394
With courtesy email to: CashManagement@asu.edu
Responsibilities of ASU:
9.1 ASU shall work in partnership with the County through the County Transportation
Director (or designee), to identify appropriate training and seminars to be
presented.
9.2 ASU shall present to the County all proposed training and seminars to be
provided by ASU so the County may determine if there will be County
participation.
9.3 ASU shall invoice the County within thirty (30) days of completion of each training
or seminar in which the County participates.
9.4 Invoices shall be submitted to the County at:
Maricopa County Department of Transportation
2901 West Durango Street
Phoenix, AZ 85009
Attention: Accountant
Email: MCDOTFinance@mail.maricopa.gov
GENERAL TERMS AND CONDITIONS
10. 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 Indemnitee, are
caused by the act, omission, negligence, misconduct, or other fault of Indemnitor, its
officers, agents, employees, or authorized volunteers.
aa 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
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effective termination date.
12. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
13. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further
acknowledge that:
13.1. 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 shail keep a record of the
verification for the duration of the employee’s employment or at least three years,
whichever is longer.
13.2 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.
13.3. 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.
13.4 Nothing in this Agreement shall make any contractor or subcontractor an agent
or employee of the Parties to this Agreement
14. 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.
15. 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 continues 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 shail not exceed ninety (90) days unless the Parties agree in writing that
additional time is reasonably necessary under the circumstances to cure the default. 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, but shall not be required to, exercise any remedies now or
hereafter available to it at law or in equity.
16. All notices required under this Agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Intergovernmental Relations Branch Manager
2901 West Durango Street
Phoenix, AZ 85009
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Arizona State University
Office for Research and sponsored Projects Administration
660 s. Mill Avenue, Centerpoint Suite 310
Tempe, AZ 852871
Attention: Heather Clark
Email ASU.Awards@asu.edu
Ce: Principal Investigator, Dr. Michael Mamlouk at Mamlouk@asu.edu
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 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. Additionally, a copy of the notice advising of the pending
action will be sent as a courtesy email as listed in the Notices section.
17. Any funding provided for in this Agreement, other than in the current fiscal year, is
contingent upon being budgeted and appropriated by the Maricopa County Board of
Supervisors or the Arizona Legislature to the Arizona Board of Regents for ASU, in such
fiscal year. This Agreement may be terminated by any Party at the end of any fiscal year
due to non-appropriation of funds. If this Agreement is terminated, the County shall be
liable for payment only for services rendered prior to the effective date of the termination,
provided that such services are performed in accordance with the provisions of this
Agreement. The County shall give written notice of the effective date of any suspension,
amendment, or termination under this section at least ten (10) days in advance. If ASU’s
funding is reduced so that its ability to perform under this Agreement is impacted, ASU
will provide written notice of this to County and may cancel this Agreement without
further obligation of either Party.
18. 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.
19. 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
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counsel.
20. 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.
21. 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,
22. 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.
23. Nothing contained in this Agreement shail 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.
24. 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 shail expire at the close of
business on the first day thereafter which is not a Saturday, Sunday or legal holiday.
25. 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.
26. 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.
2/. 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.
28. 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.
29. This Agreement shall be governed by the laws of the State of Arizona.
30. 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, 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
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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.
31. Dispute Resolution. In the event of any dispute between the Parties relating to this
Agreement, the Parties shail 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 toA.R.S. § 12-133.
32. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. § 38-511. The
State of Arizona may cancel this Agreement if any person significantly involved in
negotiating, drafting, securing or obtaining this Agreement for or on behalf of the one
Party becomes an employee in any capacity of any other Party or a consultant to any
other party with reference to the subject matter of this Agreement while the Agreement
or any extension thereof is in effect.
33. 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 ® indication of a registered
trademark where applicable.
34. This Agreement also authorizes the County Transportation Director (or designee) to
enter into interdepartmental agreements with other County departments to allow the
other County departments to participate in the training and provide for the County
Transportation Director (or designee) to invoice the other departments in accordance
with pertinent County policies or procedures.
End of Agreement - Signature Pages Follow
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IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY
Recommended by:
Jennifer Toth, P.E. Date
Transportation Director
Approved and Accepted by:
Chairman Date
,
Board of Supervisors
Attested by:
Fran McCarroll Date
Clerk of the Board
APPROVAL OF DEPUTY COUNTY ATTORNEY
| hereby state that | 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 Parties have executed this Agreement.
ARIZONA BOARD OF REGENTS FOR AND ON BEHALF OF ARIZONA STATE
UNIVERSITY
Recommended by:
Mos. Mitencéal
Michael Mamlouk, Ph.D. Date 12/18/15
Professor
Approved and Accepted by:
Se
(2c
Heather Clark Date
or
Associate Director, Research
Attested by:
.
Pitz Mu VO l2-D1-Q2O1S-
v
Maria Faircloth Date
Grant and Contract Officer, Principal
Arizona State University
APPROVAL OF ARIZONA STATE UNIVERSITY ATTORNEY
| hereby state that | 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
ee jozihs
unsel for Arizona State University Date
—~ bisa Leo
Ais
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