Attachment A - ALCP MAG Project Agreement

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MARICOPA ASSOCIATION OF GOVERNMENTS 
ARTERIAL LIFE CYCLE PROGRAM 
PROJECT AGREEMENT 
ESTRELLA PARKWAY: MC 85 TO VINEYARD AVENUE 
Project Agreement No. 1-GDY-26-RTP-001 
ALCP Project # GDY-26-RTP-001 
MAG TIP Project # GDY26-001PD, GDY26-001D, GDY26-001R 
 
This Agreement (“Agreement”) by and between the Maricopa Association of Governments 
(“MAG”) and the City of Goodyear (“City”), an Arizona Municipal Corporation, will become 
effective on the day which it is executed by the MAG Executive Director. MAG and the City are 
referred to in this Agreement each individually as a “Party” and collectively as the “Parties.” 
RECITALS 
 
A. 
MAG is the regional planning agency for Maricopa 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 twenty-five year comprehensive, performance based, multimodal and coordinated Regional 
Transportation Plan (“RTP”) and Regional Strategic Transportation Infrastructure Investment Plan 
(“RSTIIP”) in the county. The arterial street component of the RSTIIP includes major arterial streets 
(“Arterial Street Improvements”) with a revenue allocation. 
 
B. 
In November 2024, the voters of Maricopa County approved the continuation of a 
transaction excise tax for the purpose of implementing the RSTIIP. 
C. 
MAG is required by state law to adopt a program that provides for life cycle 
management for the funding and programming of the Arterial Street Improvements (“Arterial 
Life Cycle Program”). On March 26, 2025, the Regional Council approved the Arterial Life Cycle 
Program (“ALCP”) Policies and Procedures (“Policies and Procedures”). The Policies and 
Procedures are fully incorporated by this reference into this Agreement. Copies of the Policies 
and Procedures are available from MAG. Capitalized terms that are not defined in this Agreement 
have the meaning set forth in the Policies and Procedures. On June 25, 2025, the Regional Council 
approved the Fiscal Year (“FY”) 2026 ALCP. On March 25, 2026, the Regional Council approved 
an update to the FY 2026 ALCP.

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D. 
Funds for the ALCP are administered by the Arizona Department of Transportation 
(“ADOT”) through its Regional Area Road Fund (“RARF”) sub-account for arterial streets. Funds 
will be disbursed by ADOT upon the presentation of an invoice approved by MAG as provided 
in this Agreement. 
 
E. 
The FY 2026 ALCP includes an arterial capacity improvement project on Estrella 
Parkway from Maricopa County (MC) 85 to Vineyard Avenue (“Project”). The Project is described in 
greater detail in the Project Narrative submitted by the City, dated July 7, 2025, and on file in the 
offices of the City and MAG. The regional share in this Agreement and the Project Narrative are 
subject to change in the annually adjusted ALCP. 
 
F. 
The Project will be designed and constructed in accordance with the standards 
adopted by the City. 
 
G. 
The regional reimbursement schedule for the Project are as follows: 
 
Type of Work 
Fiscal Year 
of Work 
Regional 
Reimbursement 
Fiscal Year for 
Reimbursement 
Construction 
2026 
$2,267,341.10 
2031 
Construction 
2026 
$6,802,023.30 
2032 
Construction 
2026 
$14,416,670.00 
2033 
Construction 
2026 
$2,437,870.20 
2034 
Construction 
2026 
$4,875,740.40 
2035 
Total Programmed for Reimbursement 
$30,799,645.00 
 
H. 
The regional reimbursement, when applicable, will be expressed in current year 
dollars. Adjusted costs will be incorporated into the ALCP and by reference into this Agreement. 
Cost adjustments, for inflation and modifications to reimbursement amounts and years as 
approved by the MAG Regional Council will be incorporated by reference into this agreement 
and don’t require modification. 
I. 
The Parties are authorized to enter into this Agreement by the provisions of 
Arizona Revised Statutes Section 28-6301 et seq. 
AGREEMENTS 
 
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

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the City and MAG for the design, acquisition of right of way, construction and financing 
of the Project, as established in the ALCP. 
B. 
Responsibilities of the Parties. 
 
1. 
MAG’s Responsibilities.  MAG agrees to: 
 
a. 
Administer the ALCP, pursuant to the Policies and Procedures; 
 
b. 
Provide to the City the required format for submitting requests for payment, 
invoices, progress reports, and backup documentation; 
 
c. 
Review invoices within 45 days after receipt from the city and approve 
invoices for the project to be reimbursed with Regional Area Road Funds, , 
subject to the terms of this Agreement; 
 
d. 
Submit the approved Request for Payment form 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 G. 
The basis for payment to the City shall be reimbursement for costs in 
conformance with the ALCP 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: 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 provide necessary 
construction management and inspections; 3) if necessary, purchase or 
condemn right of way required for the completion of the Project; 4) be 
responsible for ensuring all utility relocations are completed, and 5) review 
and approve invoices from its contractors and subcontractors before 
submitting an invoice to MAG; 
b. 
Abide by the Policies and Procedures throughout the completion of the 
Project. 
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 
regional funds allocated for the Project. The amount of funds to be paid to

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the City pursuant to this Agreement will not exceed the allocated regional 
funds. The allocated regional funds are expressed in current year dollar amount 
in which the Regional Funds are first programmed. The Regional Funds may be 
adjusted for inflation pursuant to the procedure set forth in the Policies and 
Procedures; 
f. 
Post signage at the project’s construction site in a design of the City’s 
choosing clearly stating the use of voter approved Proposition 479 regional 
funding in delivering the Project using the phrase “PROP 479 AT WORK”; 
g. 
Provide invoices and progress reports to MAG pursuant to the Project 
schedule provided in the Project Narrative;  
h. 
Otherwise comply with all requirements of this Agreement; and 
 
i. 
The City’s authorized representative to sign, approve and submit invoices to 
MAG is the City’s Engineering Department Director or designee. 
 
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, the 
ADOT and/or 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 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 
by ADOT to the City for completion of the Project, as noted in the regional reimbursement 
schedule of the Recitals, Section G, subject to change based on the current Regional 
Council-approved ALCP unless terminated earlier 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 regional 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 
sixty (60) days advance written notice of such termination, unless such notice is 
impracticable, in which case MAG will provide such notice as is reasonably 
practicable under the circumstances. In the event of such termination, MAG will

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recommend to ADOT that it reimburse the City as provided in this Agreement, for 
work satisfactorily performed to the date of termination. 
 
MAG also reserves the right to terminate this Agreement once the Project is 
eligible for reimbursement in the following circumstances: 1) no Material Project 
Reimbursement Request (“MPRR”) has been submitted to MAG for a period of at 
least eighteen (18) months from the date of the last Project Reimbursement Request 
(“PRR”), or the effective date of this Agreement, whichever is later; 2) no Substantial 
Project Reimbursement Request (“SPRR”) has been submitted to MAG for a period of 
thirty (30) months from the date of the last PRR, or the effective date of this 
Agreement, whichever is later; or 3) in the event of a Material Project Change. 
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 
sixty (60) days advance written notice of such termination, unless such notice is 
impracticable under these circumstances, in which case the City will provide such 
notice, as is reasonably practicable. 
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 Arterial Life Cycle Program and is in the best 
interests of the Parties. 
4. 
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 Section D.1. 
 
F. 
Indemnification. Each Party to this Agreement (“Indemnitor”) agrees to defend, indemnify 
and hold harmless the other Party, and such Party’s officers, officials, employees 
agents, and directors (collectively the “Indemnitee”) from and against any and all claims, 
demands, losses, liabilities, causes of action and costs (including expert witness fees, 
attorneys fees and costs of defense and appellate appeal) (collectively “Claims”), which 
may be imposed upon, incurred by or asserted against the Indemnitee, attributable 
(directly or indirectly) to, or arising in any manner by reason of, the negligence, error, or

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omission of any agent, officer, servant, or employee of the Indemnitor, or anyone for 
whom Indemnitor may be legally liable, in the performance of this Agreement. 
 
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.  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 fourteen (14) days of execution. 
 
4. 
ARIZONA LAW. This Agreement shall be governed and interpreted according to 
the laws of the State of Arizona. 
5. 
MODIFICATION. 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 Agreement, the prevailing Party shall be entitled to receive 
from the other Party reasonable attorneys' fees and reasonable costs and expenses, 
as determined by the arbitrator or court sitting without a jury, which shall be 
deemed to have accrued on the commencement of such action and shall be 
enforceable, whether or not such action is prosecuted to judgment. 
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 such other address

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as the Parties may substitute by written notice, given in the manner prescribed in this 
paragraph. 
 
 
If to the City of Goodyear: 
City Engineer 
City of Goodyear 
986 S Litchfield Road 
Goodyear, AZ 85338 
Tel: (623)-932-3005 
If to MAG: 
Executive Director 
Maricopa Association of Governments 
302 N. First Avenue 
Suite 200 
Phoenix, Arizona 85003 
Tel: (602) 254-6300 
 
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 day after its deposit with 
any commercial air courier or express services or, if mailed, three (3) 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. Any 
requirement for duplicate notice is not intended to change the effective date of 
the notice sent by facsimile transmission. E-mail 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. 
 
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.

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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 entitle the non-breaching party to remedies 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.

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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, and the MAG Executive Director). 
Date 
MAG: 
Maricopa Association of Governments, an 
Arizona non-profit Corporation 
By: 
Audra Koester Thomas 
Executive Director 
City of Goodyear: 
Jurisdiction Of Goodyear, An Arizona 
Municipal Corporation 
By: 
Date 
Bryan Langley, 
City Manager 
ATTEST: 
Jasmine Pernicano, City of Goodyear 
Clerk 
Approved as to form: 
Reviewed as to form: 
By: 
 
By: 
 MAG General Counsel 
           City of Goodyear Attorney 
4930-1977-4737 v1 [53637-1]