2025-08-13_ - PC 1569 -UNIVERSITY OF AZ 2025-MASTER-AGREEMENT.PDF
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MASTER INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND THE ARIZONA BOARD OF REGENTS, UNIVERSITY OF ARIZONA FOR RESEARCH-ORIENTED TRAFFIC AND INTELLIGENT TRANSPORTATION SYSTEMS (ITS) DEVELOPMENT STUDIES This Intergovernmental 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 the University of Arizona (UofA). The County and UofA 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 UofA is an inter-disciplinary program, emphasizing practical hands-on research and education activities. The research portfolio at UofA is facilitated by extensive laboratory capabilities. Chief among these is the Transportation Research Institute (TRI). Areas of expertise within the TRI include ITS, traffic operations and signal systems, traffic simulation, remote sensing of transportation flows, data modeling, connected and automated vehicles, evacuation planning and management, public transportation planning and operations, and freight management and logistics. 4. The County and UofA wish to coordinate the use of their resources to perform research-oriented traffic and ITS technology studies. PURPOSE OF THE AGREEMENT 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 Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E mutual approval of a Project-specific Addendum. Such Addenda require signature approval of UofA’s Director of Contracting & Pre-award Services, or designee, and the County, acting through the Maricopa County Department of Transportation (MCDOT) Director or designee. 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. This Agreement supersedes and replaces in its entirety prior Master Agreements for Research-Oriented Traffic And Intelligent Transportation Systems (ITS) Development Studies. Prior addenda for active projects shall remain in full force and effect and shall now be governed by this Agreement. TERMS OF THE AGREEMENT 5. Joint Responsibilities of the Parties: 5.1 Upon a Party’s receipt of a grant for use by the Parties, the Parties may enter into a Project-specific Addendum and reference this Master Agreement. 5.2 Such Addenda and related Projects 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 Project-specific 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. 5.3 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 Project-specific Addendum. Only eligible Project expenditures shall be reimbursed by the respective Party, and will require detailed documentation to support the invoices. 5.4 The Parties may collaboratively develop and apply for state, federal, or grant-funded traffic management initiatives and/or jointly-awarded grants. 5.5 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 Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E specific federal or grant funding requires Single Audit Act reporting, and any other federal reporting requirements of each Party. 5.6 Each Party shall prepare draft and final reports, as needed, to summarize the results and findings of research and work activities requested by the other Party. 5.7 The Parties shall follow all federal guidelines for the Projects funded through federal grants. 6. Responsibilities of the County: 6.1 The County shall act as the lead agency for all aspects of initiating, reviewing and approving research and advanced technology deployment assignments it requests from UofA. The County will provide office space and necessary equipment, as needed, for UofA staff temporarily housed at the County to support UofA’s TRI research activities. 6.2 The County shall offer its facilities as needed for UofA staff, technical reviews, operations support and any equipment, as needed, and as indicated in each Project Addendum. 6.3 The County shall review draft and final reports submitted by UofA and respond back with comments in a timely manner. 6.4 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. 6.5 The County shall reimburse the UofA no more than monthly upon receipt of a County-approved invoice format and appropriate documentation supporting such invoice, as related to County-requested activity. 6.6 The County shall invoice the UofA no more than monthly, but no less than quarterly, for federal/grant eligible costs as incurred, or upon completion and submission of UofA-requested research, as further defined in subsequent Project-specific Addenda. The UofA Project, or identifying, number shall be clearly marked on all Project documentation. 7. Responsibilities of the UofA: 7.1 The UofA shall provide services to the County, such as: • Design, deployment, testing and evaluating emerging transportation technologies; Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E • Study new transportation hardware and software systems, e.g. traffic management systems, traffic information systems, and vehicle- infrastructure integration; • Develop and implement software applications to improve mobility, safety and support transportation operations; • Perform research-oriented traffic studies; • Collect data and evaluating results of operational tests; • Develop necessary simulation and optimization models in specific applications; • Provide technical advice; • Train and educate transportation practitioners through workshops and short courses; • Partner in grant or federally-funded traffic management and technology deployment initiatives; and • Collaborate with the County on technology demonstrations for stakeholders. • Other ITS research as defined in the addendums 7.2 The UofA shall apply the products of its research to improve the results of transportation activities requested by the County. 7.3 The UofA's Director of Contracting & Pre-award Services, or their designee, shall approve and sign each Project-specific Addendum under this Agreement, upon completion of the required UofA approvals of the project scope of work and budget. 7.4 The UofA shall invoice the County no more than monthly, but no less than quarterly, for federal/grant eligible costs as incurred, or upon completion and submission of County-requested research, as further defined in subsequent Project-specific Addenda. The County Project, or identifying, number shall be clearly marked on all Project documentation. 7.5 The UofA shall reimburse the County no more than monthly upon receipt of a UofA-approved invoice and appropriate documentation supporting such invoice for UofA-requested activity. GENERAL TERMS AND CONDITIONS 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 Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E 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. 8. 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 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. 9. This Agreement shall be subject to the provisions of A.R.S. Section 38-511. 10. The Parties warrant that they are in compliance with A.R.S. Section 41-4401 and further acknowledge that: 10.1 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 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 (3) years, whichever is longer. 10.2 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. 10.3 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 that the contractor agrees to make all papers and employment records of said employee available during normal working hours in order to facilitate such an inspection. 10.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. 11. Each Party to this Agreement, to the best of their respective knowledge, 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, Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E is suspended or debarred by any federal agency which has provided funding that will be used in the Project described in this Agreement. 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 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 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 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. 12. 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: Sponsored Projects Services P.O. Box 210158, Room 510 Tucson, Arizona 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 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 Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E 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. 13. This Agreement does not imply authority to perform any tasks, or accept any responsibility, not expressly stated in this Agreement. 14. This Agreement does not create a duty or responsibility unless the intention to do so is clearly and unambiguously stated in this Agreement. 15. Should any grant or federal funds be reduced or eliminated by the grantor, the Parties shall 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. 16. 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. 17. 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 counsel. 18. 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. 19. 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. 20. 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 Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E expiration or earlier termination of this Agreement for a period of one (1) year. 21. 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. 22. 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. 23. 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. 24. 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. 25. 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. 26. The Parties acknowledge that disputes arising from this Agreement may be subject to non-binding judicial arbitration in accordance with applicable law and court rules. The Parties hereby agree that the venue for any claim arising out of or in any way related to this Agreement shall be the location of the defendant. 27. This Agreement shall be governed by the laws of the State of Arizona. 28. The Parties agree to be bound by applicable state and federal rules governing equal opportunity, nondiscrimination, and immigration. End of Agreement - Signature Page Follows Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E 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 Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E 8/12/2025 8/11/2025 8/11/25 Docusign Envelope ID: B4248CB3-6AAF-4C85-BB68-81A26F61825E