20160112150455422.PDF

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MASTER INTERGOVERNMENTAL AGREEMENT BETWEEN
MARICOPA COUNTY AND THE CITY OF PHOENIX
FOR TRAFFIC MANAGEMENT AND OPERATIONS
(C-64-16- -M-00)
This Master Intergovernmental Agreement ("Agreement") is between the County of
Maricopa, a political subdivision of the State of Arizona (the "County"), and the City of
Phoenix, a municipal corporation (the "City"). The County and the City are collectively
referred to as the Parties and individually as a Party.
STATUTORY AUTHORIZATION
1 A.R.S. §§11-251 and 28-6701, et seq., authorize the County to lay out, maintain,
control and manage public roads within its respective County, to acquire and
condemn property necessary for such purposes, and to enter into this
Agreement.
2. 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.
3. A.R.S. §§9-240 and 9-276, et seq., authorize the City to lay out and establish,
regulate and improve streets within the City and to enter into this Agreement.
BACKGROUND
4. The Parties currently each own and operate separate Intelligent Transportation
Systems.
5. The Parties recognize their extensive infrastructure and systems foundation and
agree to advance collaboration with each other to leverage infrastructure and
systems for regionally integrated operations.
6. The Parties recognize that collaborating on Integrated Corridor Management
(ICM) initiatives provides a mutual benefit and cost savings by expanding their
respective systems and contributing to the regional communications effort.
7. The Parties are committed to continuing efforts associated with regional
initiatives that leverage existing infrastructure and resources and implementing
new initiatives to support coordinated traffic management, traveler information
dissemination, and ongoing operations and maintenance.
8. The Parties are committed to continuing their participation in the AZTech Tm
regional transportation operations partnership.
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PURPOSE OF THE AGREEMENT
9. The purpose of the Agreement is to set forth the general terms and conditions
whereby the County and City will collaborate to share infrastructure and execute
ICM projects (with respect to each engagement "the Project"), with the specifics
of each engagement to be set forth in an executed Addendum to this Agreement.
10. Projects under this Agreement will detail processes for coordination,
communication, freeway and arterial system operations when a freeway closure
necessitates diverting freeway traffic onto City and County arterial streets. The
Projects may outline sharing of infrastructure, such as conduit or fiber. If shared,
the Project will specify in detail what is being shared, who has primary
responsibility, and how it will be maintained.
TERMS OF THE AGREEMENT
11. The Parties Agree To:
11.1 Integrated Corridor Management
i. Mutually develop ICM Projects and initiatives. Such Projects under
this Agreement may be proposed by either Party, and will become
effective, as an Addendum, upon mutual approval of the Phoenix
Street Transportation Department Director, or designee and the
Maricopa County Department of Transportation (MCDOT) Director
or designee.
ii Limit the geographical area of the ICM Projects and initiatives
through this Agreement to all freeways and arterial roads within the
jurisdictions of the County and City.
Provide prompt written notice to the other Party whenever the
County or the City observes or otherwise becomes aware of any
development that affects the scope, timing, or payment of Party's
services.
iv. Designate the Phoenix Street Transportation Department Director
or designee and the MCDOT Director, or designee, to act as the
Party's representative; with authority to transmit instructions,
receive information, and make or interpret the Party's decisions
regarding Project execution.
v. Provide all criteria, terms, requirements, objectives, and
expectations for the Project, including all numerical criteria and all
standards of development, design, or construction,
vi. Assist the other Party by providing information pertinent to the
Project, including previous reports and any other data relative to
studies, design, construction or operation.
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vii. Arrange for access to, and make all provisions for, the other Party
to enter upon public property as required to perform services under
this Agreement.
11.2 Regional Systems Integration
I. Jointly develop plans of collecting, processing, analyzing and
disseminating regional freeway and arterial data through the
Regional Archived Data Server (RADS). The plans will expand the
ongoing collaboration between the County and City in administering
and maintaining the RADS services.
Cooperate in coordinating the traffic management systems and
signals for a regional traffic transportation system.
iii. Allow timely access to City traffic system databases to enhance
integration into the system. Participate in the development and
execution of multi-jurisdictional Project plans to establish inter-
operability between the State, County, City and other jurisdictions
regarding traveler information, data collection/reporting efforts and
compatibility of field equipment and corridor signal timing plans.
iv. Share real-time closed-circuit television (CCTV) camera images as
described in the published AZTech TNI Center-to-Center Video Feed
& Camera Control Guidelines. Any changes in permissions shall be
agreed to by specified designees on behalf of each Party.
v. Provide access to post messages on the other Party's owned
Dynamic Message Signs (DMS) per mutually agreed operational
procedures, as developed. Any changes in permissions shall be
agreed to by specified designees on behalf of each Party.
11.3 infrastructure and Systems
Share the infrastructure and system resources in order to
collaborate on efforts associated with Intelligent Transportation
Systems initiatives.
Define and implement the sharing of existing fiber communications
infrastructure within common jurisdiction boundaries.
Operate and maintain existing systems in a manner that supports
infrastructure sharing.
iv. Share primary and secondary contact information for approved staff
to report problems with the shared infrastructure or systems.
v. In the event either Party experiences a shortage of available
communications bandwidth to meet its needs at any location in its
system, Parties will collaborate to make adjustments to maintain
communications.
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vi. No Party will make payments to the other Party for the use of the
shared resources.
vii. Notify the other Party of planned or unplanned downtime that
impacts shared infrastructure.
viii. Maintain and provide continuous technical support of hardware or
software physically in the other Party's facility as needed to support
Intelligent Transportation Systems initiatives.
11.4 Incident Management
i. Provide traffic management support services for incident
management purposes where agreed within a specific Project. This
includes County Regional Emergency Action Coordination Team
(REACT) team response services on arterials.
Designate appropriate representatives of response teams to attend
collaborative discussions related to incident debriefs, AZTech Tm
Working Groups or Committees, or 1CM discussions according to
their best effort.
11.5 AZTechTIVI Partnership
Continue commitment to their participation in the AZTech Tm
regional transportation management and operations partnership
including representation on the AZTechTm standing committees.
Participate in developing AZTechTM Transportation System
Management and operation initiatives and Projects to improve
regional transportation management.
GENERAL TERMS AND CONDITIONS
12. By entering into this Agreement, the Parties agree that to the extent permitted by
law, each Party will defend, indemnify 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 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 (including but not limited to vicarious
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 that is occasioned 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.
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13. This Agreement shall become effective as of the date it is approved by the
Maricopa County Board of Supervisors arid remain in full force and effect for a
period of ten (10) 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.
14. This Agreement shall be subject to the provisions of A.R.S. Section 38-511.
15. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and
further acknowledge that:
15.1 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.
15.2 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.
15.3 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 during normal working hours in order to facilitate
such an inspection.
15.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement
16. 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.
17. 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 shall 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
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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.
18. All notices required under this Agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Intergovernmental Relations
2901 West Durango Street
Phoenix, AZ 85009
City of Phoenix
Plan Review Coordinator, Street Transportation
200 West Washington Street, 5 th Floor
Phoenix, AZ 85003
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.
19. This Agreement does not grant authority to control the subject roadway, except
to the extent necessary to perform the tasks expressly undertaken pursuant to
this Agreement.
20. 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 and the Phoenix City Council 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.
21. 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.
22. 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
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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.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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.
30. 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.
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31. 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.
32. This Agreement shall be governed by the laws of the State of Arizona.
33. Unless otherwise lawfully terminated by the Parties, this Agreement expires upon
completion and acceptance of the Project and fulfillment of all terms of the
Agreement.
End of Agreement - Signature Page Follows
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IN WITNESS WHEREOF, the Parties have executed this Agreement.
MARICOPA COUNTY CITY OF PHOENIX
Recommended by:
I11.1
AWL— _41P:r 20IT
Je,nnifer ate
ation Director
Approved and Accepted by: Approved and Accepted by:
"3//f-
Steve Chucri, Chairman Date Ray Dovalina, Jr.!, P.E. Date
Board of Supervisors Street Transportation Director
Attest by:
Fran McCarroll Cris Meyer
Clerk of the Board City Clerk
APPROVAL OF DEPUTY COUNTY ATTORNEY
AND ATTORNEY FOR THE CITY OF PHOENIX
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.
AN& 4.4
Deputy County Attorney Date Cling—City Attorneyv Date
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