Amendment No. 2 to Joint Agency Agreement with Maricopa

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MARICOPA ASSOCIATION OF GOVERNMENTS
ROADWAY SAFETY PROGRAM
 JOINT AGENCY AGREEMENT
AMENDMENT #1, Page 3 of 8, 5e
AMENDMENT #2, Page 4 of 8, D
MAG Roadway Safety Program, Joint Agency Agreement No. 1222
MAG TIP Project # 3797, GLN22-271D, GLN23-271C
City of Glendale Capital Improvement Plan # CIPST23014
This Joint Agency Agreement (Agreement) by and between the Maricopa Association of
Governments (MAG) and the City of Glendale (City), an Arizona Municipal Corporation, will become
effective on the day that the Agreement it is executed by the MAG Executive Director.  MAG and the City
are referred to each individually as a “Party” and collectively as the “Parties.”
RECITALS
A.
 MAG is the regional planning agency for Maricopa County and portions of Pinal County.
MAG is governed by a regional council, which includes the mayor or chief executive of each member agency
(Regional Council). Pursuant to state law, MAG has developed, and the necessary parties have approved,
a comprehensive, performance based, multimodal MAG MOMENTUM 2050 Regional Transportation Plan
(RTP).  The Roadway Safety Program (RSP) is a component of the RTP that includes safety improvements
with a revenue allocation through 2024.
B.
Funds for the RSP are administered by the Arizona Department of Transportation (ADOT)
through its Highway User Revenue Fund (HURF) sub-account for local agency streets designated collector
or above, and through allocations of Surface Transportation Block Grant (STBG) funds that are allocated
to the MAG region and administered by ADOT.  Funds will be disbursed by ADOT once an invoice is
reviewed and approved in concurrence with MAG.  Highway User Revenue funds (HURF) for the RSP
provided by ADOT are allocated to the RSP via a funding exchange with the MAG region. Eligible activities
must adhere to article IX, section 14 of the Arizona Constitution.
 
C.
The RSP includes a safety improvement project on Olive Avenue between the 59th Avenue
and 67th Avenue Intersections (Project).  The Project is described in greater detail in the Project Application
(Project Application) submitted by the City, dated September, 2021 and on file in the offices of the City
and MAG.
D.
The Project will be designed and constructed in accordance with the standards adopted by
the City.

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E.
The regional reimbursement schedule for the Project is as follows:
Type of Work
Fiscal Year
of Work
HURF
Reimbursement
Local Match
Fiscal Year for
Reimbursement
Pre-Design
N/A
$0.00
$2,000.00
N/A
Design
2022
$ 0.00
$49,800.00
N/A
Right-of-Way
N/A
$0.00
$0.00
N/A
Procurement
2022
$0.00
$0.00
N/A
Construction
2025
$301,644.00
0.00
FY 2024/2025
Total Programmed for Reimbursement 
$301,644.00
 
 
F.
The Parties are authorized to enter into this agreement by the provisions of Arizona Revised
Statutes (A.R.S.) § 28-6501 et seq. and by Article I, Section 3 of the Charter of the City, which authorize the
City to enter into joint agency agreements with other agencies.
AGREEMENT
NOW, THEREFORE, for good and sufficient consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:
A.
Purpose.  The purpose of this Agreement is to identify and define the responsibilities of the City
and MAG for the design, acquisition of right of way, construction and financing of the Project, as
established in the RSP.
B.
Responsibilities of the Parties.
1.
MAG’s Responsibilities.   MAG agrees to:
a.
Administer the RSP, pursuant to the RSP Policies and Procedures;
b.
Provide to the City the required format for submitting requests for payment,
invoices, progress reports, and backup documentation;
c.
Review and approve invoices for projects to be reimbursed with HURF subject to
the terms of this Agreement;
d.
Submit approved invoices to ADOT for payment by ADOT to the City. The
payments from ADOT to the City will be based on the reimbursement amounts and
schedule as noted in the Recitals, Section E.  The basis for payment to City shall
be reimbursed for costs in conformance with the RSP and the Policies and
Procedures.
2.
City’s Responsibilities.  The City agrees to:
a.
Be responsible for all project costs and submit invoices to MAG for reimbursement.
The City will:

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1) be responsible for the completion of all surveys, design, plans and specifications,
including contractor selection documents;
2) conduct contractor selection process(es), award contract(s) for construction
pursuant to the applicable laws and ordinances, and provide necessary construction
management and inspections, unless agreed to otherwise by the Parties;
3) if necessary, purchase or condemn right of way required for the completion of the
Project, unless agreed to otherwise by the Parties;
4) be responsible for all utility relocations; and
5) review and approve invoices from its contractors and subcontractors before
submitting an invoice to MAG;
b.
Abide by the RSP Policies and Procedures (available at
azmag.gov/Programs/Transportation/Safety-Programs/Roadway-Safety-Program)
throughout the completion of the Project.
c.
Be responsible for meeting all applicable federal requirements for the Project when
using local funding (e.g., National Highway System requirements);
d.
Obtain appropriate indemnifications and insurance from all contractors and
subcontractors involved in the Project;
e.
Be responsible for all Project costs in excess of the maximum amount of the RSP-
MAG funds allocated for the Project in the amount of $301,664 (Allocated Funds).
The Allocated Funds for reimbursement are designated for the construction cost. 
The amount of funds to be paid to the City pursuant to this Agreement will not
exceed the Allocated Funds as included in the MAG approved Transportation
Improvement Program (TIP).  The Allocated Funds are expressed in Year of
Expenditure dollar amounts, which will not be adjusted for inflation;
Provide invoices and progress reports to MAG consistent with the RSP Policies and
Procedures;
f.
The City’s authorized representative to sign, approve and submit invoices to MAG
is the City’s Public Works Director or designee; and
g.
Otherwise comply with all requirements of this Agreement.
C.
Records and Audit Rights.  The City’s work and accounting records (hard copy, as well as
computer readable data), and any other supporting evidence deemed necessary by MAG to
substantiate charges and claims related to this Agreement shall be open to inspection and subject to
audit and/or reproduction by authorized representatives of MAG, ADOT and the Auditor General
of the State of Arizona (collectively Auditors), as applicable to the extent necessary to adequately
permit evaluation and verification of the performance and cost of the work, and to conduct and
prepare all audits and reports required by law.  Auditors shall be afforded access, at reasonable times

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and places, to all of the City’s records and personnel, pursuant to the provisions of this Section,
throughout the term of this Agreement, and for a period of five (5) years after last or final payment.
D.
Term and Termination.  The Agreement is valid through the payment of the final invoice for
completion of construction, by December 31, 2024, as noted in the reimbursement schedule of the
Recitals, Section E, subject to earlier termination as specifically provided herein.
1.
Termination by MAG. MAG reserves the right to terminate this Agreement in the event
that MAG determines, in its reasonable discretion, that local or MAG allocated funds are not
available to meet the City’s financial responsibilities in regard to the Project or in the event
of an act of God or act of war or terror that makes continuation of work pursuant to this
Agreement no longer in the public interest. MAG will give 60 calendar days advance notice
of such termination, unless such notice is impracticable, in which case MAG will provide
such notice as is practicable under the circumstances.  In the event of such termination,
MAG will recommend to ADOT that it reimburse the City as provided in this Agreement,
for work satisfactorily performed up to the date of termination. MAG also reserves the right
to terminate this Agreement in the following circumstances: 
a. No Material Project Reimbursement Request (MPRR) as defined and detailed in the
RSP Policies and Procedures, has been submitted to MAG for a period of at least 18
months from the date of the last Project Reimbursement Request (PRR), or the
effective date of this Agreement, whichever is later;
b. No Substantial Project Reimbursement Request (SPRR) as defined and detailed in the
RSP Policies and Procedures, has been submitted to MAG for a period of 20 months
from the date of the last PRR, or the effective date of this Agreement, whichever is later;
or
c. In the event of a “Material Project Change.” Examples of a Material Project Change
include:
(1) The Project’s improvement type (arterial or intersection) listed in the Agreement
changes;
(2) The Project’s change affects more than one project or project segment.
(3) The Project’s change affects more than one effective Joint Agency Agreement;
or
(4) The lead agency of a Project changes.
2.
Termination by the City.  The City reserves the right to terminate this Agreement in the
event that the City determines, in its reasonable discretion, that local funds are not available
to meet the City’s financial responsibilities in regard to the Project or in the event of an act
of God or act of war or terror that makes continuation of work pursuant to this Agreement
no longer in the public interest.  The City will give 60 calendar days advance notice of such
termination, unless such notice is impracticable under these circumstances, in which case the
City will provide such notice, as is practicable.

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3.
Termination by Mutual Consent. The Parties may terminate this Agreement by mutual
consent in the event that they determine that such termination is in furtherance of the goals
of the RSP and is in the best interests of the Parties.
4.
Safe Project Condition. In the event of termination pursuant to this Section D, the City
agrees that it will leave the Project in condition that is safe for use by the public.
E.
Availability of Funds.  Each Party's obligations under this Agreement are conditioned upon the
availability of funds, appropriated or allocated, for the payment of such obligation.  No liability shall
accrue to MAG in the event MAG declines to review and/or approve invoices for payment on the
basis that funds are not available for payment of such invoices and MAG terminates the Agreement
in accordance with this Agreement’s Section D(1).
F.
Indemnification.  Each party (as Indemnitor) agrees to indemnify, defend, and hold harmless the
other party (as Indemnitee) from and against any and all claims, losses, liability, costs, or expenses
(including reasonable attorney’s 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/derivative liability to the Indemnitee are caused by the act,
omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents,
employees, or volunteers.
G.
Conflict of Interest.  This Agreement is subject to termination for conflict of interest, pursuant to
the provisions of A.R.S. § 38-511.
H.
Ownership of Improvements upon Termination.  Upon the expiration or other termination of
this Agreement, ownership of the Project and the improvements constructed under this Agreement
shall be vested in the City.
I.
General Provisions.
1.
Incorporation of Recitals.  The Recitals are acknowledged by the Parties to be substantially
true and correct, and hereby incorporated as agreements of the Parties.
2.
Entire Agreement. This Agreement constitutes the entire understanding of the Parties and
supersedes all previous representations, written or oral, with respect to the services specified
herein.  This Agreement may not be modified or amended, except by a written document,
signed by authorized representatives of each Party.
3.
Official Copies. Upon date of execution by the MAG Executive Director, the City shall
receive a signed copy of the agreement within 14 calendar days of execution.
4.
Arizona Law.  This Agreement shall be governed and interpreted according to the laws of
the State of Arizona.
5.
Modifications.  Except as otherwise specifically provided in this Agreement, any
amendment, modification or variation from the terms of this Agreement shall be in writing
and shall be effective only after written approval of all Parties.
6.
Attorney’s Fees. In the event either Party brings any action for any relief, declaratory or
otherwise, arising out of this Agreement, or on account of any breach or default of this

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Agreement, the prevailing Party may seek from the other Party reasonable attorneys’ fees and
reasonable costs and expenses.
7.
Notices. All notices or demands required to be given, pursuant to the terms of this
Agreement, shall be given to the other Party in writing, delivered in person, sent by facsimile
transmission, deposited in the United States mail, postage prepaid, registered or certified
mail, return receipt requested or deposited with any commercial air courier or express service
at the addresses set forth below, or to such other address as the Parties may substitute by
written notice, given in the manner prescribed in this paragraph.
A notice shall be deemed received on the date delivered, if delivered by hand, on the day it
is sent by facsimile transmission, on the second working day after its deposit with any
commercial air courier or express services or, if mailed, three working days (exclusive of
United State Post Office holidays) after the notice is deposited in the United States mail as
above provided, and on the delivery date indicated on receipt, if delivered by certified or
registered mail.  Any time period stated in a notice shall be computed from the time the
notice is deemed received.  Notices sent by facsimile transmission shall also be sent by regular
mail to the recipient at the above address.  This requirement for duplicate notice is not
intended to change the effective date of the notice sent by facsimile transmission.  Email is
not an acceptable means for meeting the requirements of this section unless otherwise agreed
in writing.
8.
Force Majeure.  Neither Party shall be responsible for delays or failures in performance
resulting from acts beyond their control.  Such acts shall include, but not be limited to, acts
of God, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire,
communication line failures or power failures.
9.
Advertising.  No advertising or publicity concerning MAG using any contractor’s or
subcontractor’s services shall be undertaken without prior written approval of such
advertising or publicity by MAG's Executive Director.
If to the City:
Mr. Tony S. Abbo, P.E., PTOE
City of Glendale Transportation Dept.
6210 West Myrtle Avenue, Suite 112
Glendale, AZ 85301
Tel:  Glendale, AZ 85301
If to MAG:
Executive Director
Maricopa Association of Governments
302 N. First Avenue
Suite 300
Phoenix, Arizona 85003
Tel:  (602) 254-6300
Fax:  (602) 254-6490

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10.
Counterparts.  This Agreement may be executed in one or more counterparts, and each
originally executed duplicate counterpart of this Agreement shall be deemed to possess the
full force and effect of the original.
11.
Captions.  The captions used in this Agreement are solely for the convenience of the Parties,
do not constitute a part of this Agreement and are not to be used to construe or interpret
this Agreement.
12.
Severability.  If any term or provision of this Agreement shall be found to be illegal or
unenforceable, then notwithstanding such illegality or unenforceability, this Agreement shall
remain in full force and effect, and such term or provision shall be deemed to be deleted.
13.
Authority.  Each Party hereby warrants and represents that it has full power and authority
to enter into and perform this Agreement, and that the person signing on behalf of each has
been properly authorized and empowered to enter this Agreement.  Each Party further
acknowledges that it has read this Agreement, understands it, and agrees to be bound by it.
14.
E-Verify.
a.
Warrant of Compliance. Pursuant to the provisions of A.R.S. §41-4401, each Party
warrants to the other that it is in compliance with all federal immigration laws and
regulations that relate to its employees and with the E-Verify Program under A.R.S.
§23-214(A).
b.
Breach of Warranty. A breach of this warranty by a Party or any of its
subcontractors will be considered a material breach of this Agreement and may
subject the breaching party to penalties up to and including termination of this
Agreement or any subcontract.
c.
Right to Inspect. Each Party retains the legal right to inspect the papers of any
employee who works on this Agreement or any subcontractor to ensure compliance
with the warranty given above.
d.
Random Verification. Either Party may conduct a random verification of the
employment records of the other to ensure compliance with this warranty.
e.
Federal Employment Verification Provisions – No Material Breach. A Party
will not be considered in material breach of this Agreement if it establishes that it has
complied with the employment verification provisions prescribed by 8 USCA
§1324(a) and (b) of the Federal Immigration and Nationality Act and the E-Verify
requirements prescribed by A.R.S. §23-214(A).
f.
Inclusion of Article in Other Contracts. The provisions of this Article must be
included in any contract either Party enters into with any and all of its contractors or
subcontractors who provide services pursuant to this Agreement.
15. Israeli Boycott Provision. Each Party certifies that it is not engaged in and agrees for the
duration of the Agreement not to engage in a boycott of Israel as defined in A.R.S. §35-393.
[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed by their
duly authorized officers.  (The order for obtaining the signatures is as follows: the MAG General Counsel,
the appropriate representative of the City of Glendale, and the MAG Executive Director).
Date
Date
Approved as to form:
By:  
MAG General Counsel
MAG:
Maricopa Association of Governments, an
Arizona non-profit Corporation
By:  
Ed Zuercher
Executive Director
City of Glendale:
City of Glendale an Arizona Municipal
Corporation
By:  
Its:      Mayor Kevin R. Phelps, City Manage
ATTEST:
Julie K. Bower, City of Glendale Clerk
Approved as to form:
By:  
Michael D. Bailey,
Attorney for the City of Glendale