2025-10-13_ - PC 1708 -25-PAF09476-IGA-AGREEMENT-REVISION-20251007.PDF

MASTER INTERGOVERNMENTAL AGREEMENT  
BETWEEN MARICOPA COUNTY AND  
THE UNIVERSITY OF MICHIGAN RESEARCH INSTITUTE 
This Intergovernmental Agreement (Agreement) is between Maricopa County, to be 
administered by its Department of Transportation (MCDOT) and the Regents of the 
University of Michigan on behalf of its Transportation Research Institute (UMTRI). The 
County and UMTRI 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 University of Michigan is an inter-disciplinary
program, emphasizing practical hands-on research and education activities. The
research portfolio at UMTRI includes ITS, traffic operations and signal systems,
traffic simulation, data modeling, connected and automated vehicles, public
transportation planning and operations, and public revenue policy.
4.
The County and UMTRI wish to coordinate the use of their resources to perform
research-oriented traffic and ITS technology studies.
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 (the Project(s)). 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 an authorized official of UMTRI, or designee, and the County, acting
through the Maricopa County Department of Transportation (MCDOT) Director or
designee.
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6.
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 
7.
General Terms and Conditions:
7.1 
All Addenda 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 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. 
7.2 
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 Addendum. Only eligible Project expenditures shall 
be reimbursed by the respective Party, and will require detailed 
documentation to support the invoices. 
7.3 
The Parties may collaboratively develop and apply for state, federal, or 
grant-funded traffic management initiatives and/or jointly-awarded grants. 
7.4 
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, whether 
specific federal or grant funding requires Single Audit Act reporting, and 
any other federal reporting requirements of each Party. 
7.5 
Each Party shall prepare draft and final reports, as needed, to summarize 
the results and findings of research and work activities described in the 
Addenda. 
7.6 
The Parties shall follow all federal guidelines for the Projects funded through 
federal grants. 
8.
Responsibilities of the County:
8.1 
The County shall act as the lead agency for all aspects of initiating,
reviewing and approving research and advanced technology deployment 
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assignments it requests from UMTRI. The County will provide facilities and 
necessary equipment, as needed, for UMTRI staff temporarily housed at the 
County to support research activities. 
8.2 
The County shall review draft and final reports submitted by UMTRI and 
respond back with comments in a timely manner. 
8.3 
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 or federal project funding. 
8.4 
The County shall reimburse UMTRI no more often than monthly upon 
receipt of an invoice and appropriate documentation supporting such 
invoice, as related to County-requested activity. 
8.5 
The County shall invoice UMTRI no more often than monthly, but no less 
frequently than quarterly, for federal/grant eligible costs as incurred, or upon 
completion and submission of UMTRI-requested research, as further 
defined in Project-specific Addenda. The UMTRI Project, or identifying, 
number shall be clearly marked on all Project documentation. 
9.
Responsibilities of UMTRI:
9.1 
UMTRI shall provide services to the County, including but not limited to:
•
Design, 
deployment, 
testing 
and 
evaluation 
of 
emerging
transportation technologies;
•
Studies of new transportation hardware and software systems, e.g.
traffic management systems, traffic information systems, and
vehicle-infrastructure integration;
•
Development and implementation of software applications to
improve mobility, safety and support transportation operations;
•
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 education of transportation practitioners through
workshops and short courses;
•
Partnering in grant or federally-funded traffic management
and technology deployment initiatives; and
•
Collaborating with the County on technology demonstrations for
stakeholders.
•
Other ITS research as defined in the addendums
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9.2 
UMTRI shall apply the products of its research to improve the results of 
transportation activities requested by the County. 
9.3 
An authorized official of UMTRI (Senior Contract Officer), or their designee, 
shall approve and sign each Project-specific Addendum under this 
Agreement, upon completion of the required UMTRI approvals of the project 
scope of work and budget. 
9.4 
UMTRI shall invoice the County no more often than monthly, but no less 
frequently than quarterly, for federal/grant eligible costs as incurred, or upon 
completion and submission of County-requested research, as further 
defined in Project-specific Addenda. The County Project, or identifying, 
number shall be clearly marked on all Project documentation. 
9.5 
The County shall reimburse UMTRI no more often than monthly upon 
receipt of a UMTRI-approved invoice and appropriate documentation 
supporting such invoice for UMTRI-requested activity. 
GENERAL TERMS AND CONDITIONS 
10.
By entering into this Agreement, the Parties agree that to the extent permitted by 
applicable law (and in the case UMTRI, Michigan 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.
11.
This Agreement shall become effective as of the date last signed below 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.
12.
Each Party represents that it is in compliance with all immigration laws and 
regulations applicable to it.
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13.
Each Party, to the best of their knowledge, represents 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.
14.
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 (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 shall be sent to:
Maricopa County Department of Transportation
Attn: Intergovernmental Relations Branch
2901 W. Durango Street
Phoenix, Arizona 85009
University of Michigan:
Attn: Office of Research & Sponsored Projects
3003 S. State St.
Ann Arbor, MI 48109
With a copy to:
University of Michigan Transportation Research Institute
2901 Baxter Road
Ann Arbor, MI 48109
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 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
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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. 
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 may 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 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 any
addenda hereto, and those agreements which are executed contemporaneously
with this Agreement, or set forth any Addenda to this agreement. Any purchase
order issued under this Agreement or any Project Specific Addendum is for
administrative purposes only and any purchase order terms and conditions are
expressly disclaimed and void. 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
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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.
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. Electronic signatures shall be acceptable as original signatures.
28.
The Parties agree to execute and 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 hereby agree that the venue for any claim arising out of or in any way
related to this Agreement shall be Arizona.
30.
The Parties agree to be bound by applicable state and federal rules governing
equal opportunity, nondiscrimination, and immigration.
31.
This Agreement shall be subject to cancelation pursuant to A.R.S. § 38-511.
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IN WITNESS WHEREOF, the Parties have executed this Agreement. 
MARICOPA COUNTY 
Recommended by: 
Jesse Guiterez, P.E. 
Date 
Transportation Director 
Approved and Accepted by: 
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 
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10/10/2025
10/10/2025

IN WITNESS WHEREOF, the Parties have executed this Agreement. 
TH REGENTS OF THE UNIVERSIY OF MICHIGAN 
Approved and Accepted by: 
Date 
Ryan Lankton 
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10/10/2025