IGA MARICOPA COUNTY - UOFA ITS DEVELOPMENT (68836 ED).PDF

DocuSign Envelope ID: 677BO9EA-6B79-4A64-9F84-OAE2D1DODAC8

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE ARIZONA BOARD OF
REGENTS, THE UNIVERSITY OF ARIZONA
TO PERFORM RESEARCH ORIENTED
TRAFFIC & ITS DEVELOPMENT STUDIES

(C-64-22- -X-00)

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 (University). The County and the University
are collectively referred to herein as the Parties, or individually as a Party.

STATUTORY AUTHORIZATION

1. The County is authorized, pursuant to Arizona Revised Statutes (A.R.S.) § 11-251
and §§ 28-6701 ef. seq., to lay out, maintain, control, and manage public roads
within the County.

2. Public agencies are authorized, pursuant to A.R.S. §§ 11-951 et. seq., to enter into
Intergovernmental Agreements for the provision of services or for joint or
cooperative action.

BACKGROUND

3. The University’s Systems and Industrial Engineering (SIE) department uses an
inter-disciplinary program, emphasizing practical and hands-on research and
education activities. The research portfolio at the University is facilitated by
extensive laboratory facilities.

4. Areas of expertise include Intelligent Transportation Systems (ITS), traffic

operations and signal systems, connected and automated vehicle systems, and
traffic stimulation.

5. The County and the University’s SIE department wish to coordinate the use of
their resources to perform research-orientated traffic and ITS technology studies.

6. This Agreement supersedes and replaces in its entirety Intergovernmental
Agreement (C-91-09-052) and all associated amendments thereto.

PURPOSE OF AGREEMENT
7. The Purpose of this Agreement is to identify and define the responsibilities of the

County and the University for conducting traffic and ITS studies. Dr. Larry Head
will be designated as the Lead Principal Investigator (Pl) for the University as of

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10.

the writing of this Agreement. The University reserves the right to designate
additional or alternative personnel at any time with notification of such change to
County.

TERMS OF THE AGREEMENT

The term of this Agreement shall be effective for five (5) years beginning January
1, 2022, through December 31, 2026.

The County agrees to:

9.1

9.2

9.3

9.4

9.5

9.6

9.7

At the County’s sole discretion, ask the University to perform research
assignments for the County. The County will provide office space and
necessary equipment, as needed, for University staff temporarily housed at
the County to support research activities.

Financially participate by funding County requested research up to $75,000
per year of this Agreement with a total Not-to-Exceed amount of
$375,000.00 under this Agreement.

Determine the appropriateness of University staff selected for County
requested research.

Exercise its discretion in satisfaction over research work quality and retain
the option to replace the University as a vendor.

Remit payment within 30 days of receipt of an invoice and supporting
documents from the University upon completion of requested work.

Review a draft and final reports submitted by the University and respond
back with comments in a timely manner.

Pursue, as appropriate, state and federally funded traffic management
initiatives and/or jointly awarded grants.

The University agrees to:

10.1

Upon request from the County, provide services, such as:

° Developing prototypes, testing, and evaluating emerging
transportation technologies
° Studying new transportation hardware and software systems, e.g. (a)

traffic management systems, (b) traffic information systems, and (c)
vehicle-infrastructure integration
° Performing research-oriented traffic studies

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11.

12.

13.

14.

e Collecting data and evaluating results of operational tests

° Developing necessary simulation and optimization models in specific
applications

° Providing technical advice

° Support in the design and development of MCDOT Transportation
System Management and Operations (TSMO) Lab.

° Training and educating transportation practitioners through
workshops and short courses
° Partnering in state and federally funded traffic management

initiatives and proposals.

10.2 Invoice the County within thirty (30) days upon completion and submission
of requested research up to $75,000 per year of this Agreement for a total
Not-to-Exceed amount of $375,000.00 under this Agreement.

10.3. Prepare draft and final reports, summarizing the results and findings of the
research requested by the County.

10.4 Partner, as appropriate, in state and federally funded traffic management
initiatives and/or jointly awarded grants.

GENERAL TERMS AND CONDITIONS

Each Party (as "Indemnitor") agrees to defend, indemnify, 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. The State of Arizona,
(University of Arizona, Arizona Board of Regents) is self-insured per A.R.S. 41-
621.

This Agreement may be amended only upon written Agreement by all Parties.
Either Party may terminate this Agreement upon furnishing the other Party with
a written notice at least thirty (30) days prior to the termination date.

This Agreement is subject to the provisions of A.R.S. § 38-511. In addition, both
Parties agree to be bound by applicable state and federal rules governing equal
employment opportunity, non-discrimination, and immigration.

Each Party warrants they are in compliance with A.R.S. § 41-4401 and further
acknowledge that:

14.1. Any contractor or subcontractor who is contracted by a Party to perform

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15.

16.

17.

18.

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. § 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.

14.2 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.

14.3 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.

Any contractor or subcontractor who engages in for-profit activity and has 10 or
more employees, if the value of the contract is a minimum of $1,000,000, certify it
is not currently engaged in, and agrees for the duration of this Agreement to not
engage in, a boycott of goods or services from Israel. This certification does not
apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant
to 50 U.S.C. § 4842.

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.

It shall be a material breach of this Agreement for a Party to fail to observe or
perform any of the material covenants, conditions, warranties or provisions of this
Agreement, where such failure shall continue for a period of thirty (30) days after
the non-defaulting Party provides the defaulting Party with written notice of such
failure; 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. The total aggregate cure
period shall not exceed ninety (90) days unless the Parties otherwise agree in. In
the event of Default, the non-defaulting Party, at its option, may terminate this
Agreement without waiving any available remedies at law or in equity.

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

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19.

20.

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22.

23.

Phoenix, Arizona 85009
University:

University of Arizona
Sponsored Projects Services
PO Box 210158, Rm. 510
Tucson, AZ 85721-0158

With A Copy To:

University of Arizona

Systems and Industrial Engineering
Attn: Dr. Larry Head

1127 E. James E Rogers Way, #251
Tucson, Arizona 85721

Either Party may by written notice to the other specify a different address for notice.
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 or certified mail or U.S. Postal Service Express Mail, with postage prepaid,
or by commercial delivery service performed with receipt. Any notice sent by
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 delivery
service that guarantees next day delivery shall be deemed given 24 hours after
delivery of the notice to the Postal Service or courier for delivery.

Any funding provided for in this Agreement, other than in the current fiscal year, is
contingent upon being budgeted and appropriated by the governing bodies of the
Parties in each fiscal year.

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 both Parties.

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.

Except as otherwise provided in this Agreement, all covenants, agreements,
representations, and warranties set forth in this Agreement or in any certificate or

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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. 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 are acceptable as original signatures.

25. The Parties will 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.

26. |The venue for any claim arising out of or in any way related to this Agreement shall
be Maricopa County, Arizona.

27. | This Agreement shall be governed by the laws of the State of Arizona.

End of Agreement - Signature Pages Follow

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.

MARICOPA COUNTY

Recommended by:
DocuSigned by:
. 2/8/2022
Junvifer Tolle (8/
Jennifer Toth, P.E. Date

Transportation Director

Approved and Accepted by:

Chairman Date
Board of Supervisors

Attested by:

Clerk of the Board Date

APPROVAL OF DEPUTY COUNTY ATTORNEY

The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended,
by the undersigned Deputy County Attorney, who has determined that it is in proper form
and within the powers and authority granted to the Board of Supervisors under the laws
of the State of Arizona.

DocuSigned by:

Wayue Puck 2/8/2022

B2E0BD10DB524D1...

Deputy County Attorney Date

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DocuSign Envelope ID: 677B09EA-6B79-4A64-9F 84-0AE2D1DODAC8

ARIZONA BOARD OF REGENTS, THE UNIVERSITY OF ARIZONA
Approved and Accepted by:

Wark Anthony D

M.A. Drury Pear obs ns09 finds oF Od 2/9/2022
Mark A. Drury Date
Contracts Manager

APPROVAL OF ARIZONA BOARD OF REGENTS ATTORNEY

The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended,
by undersigned Counsel, who has determined that it is in proper form and within the
powers and authority granted to the Arizona Board of Regents under the laws of the State

of Arizona.
C Y, aft (22.
iversity of Arizona Date

sociate General Counsel

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