IGA_-_ARIZONA_COMMERCE_AUTHORITY-MARICOPA_COUNTY_-_TE080_-_SMART_GRANT_-_DRIVE_ARIZONA_TMO.PDF
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ACA-IGA-2024-16C | Maricopa County / MCDOT – TE080 (SMART-DRIVE Arizona) 1 INTERGOVERNMENTAL AGREEMENT BETWEEN THE ARIZONA COMMERCE AUTHORITY AND MARICOPA COUNTY ACA - 2024-16C MCDOT - TE080 This Intergovernmental Agreement (IGA) is made effective as of September 1, 2023 (Effective Date), by and between the Arizona Commerce Authority (ACA) and Maricopa County, to be administered by the Maricopa County Department of Transportation (MCDOT). The ACA and MCDOT may each be individually referred to as a Party and collectively as the Parties. I. RECITALS 1) WHEREAS the ACA was established pursuant to Arizona Revised Statutes (“A.R.S.”) § 41-1502 and has the mission and authority to provide private sector leadership in growing and diversifying the economy of Arizona, creating high-quality employment in this state through expansion, attraction, and retention of businesses and marketing this state for the purpose of expansion, attraction, and retention of businesses. 2) WHEREAS the ACA received a federal grant award (Award No. SMARTFY22N1P1G03, effective August 31, 2023) from the U.S. Department of Transportation for the FY2023 Strengthening Mobility and Revolutionizing Transportation (“SMART”) Grants Program1 for the “DRIVE Arizona: Digitizing Roadways Innovative V2X Ecosystems” project (the “Project”). 3) WHEREAS MCDOT partnered with the ACA in its application for the SMART Grant. 4) WHEREAS the ACA desires to enter into an agreement with MCDOT to conduct technical, planning, and community outreach components of the Project. 5) WHEREAS 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. 6) WHEREAS the Parties have delegated to the undersigned the authority to execute this IGA on behalf of the Parties. NOW, THEREFORE, in consideration of the mutual covenants, conditions, representations, and warranties herein contained, and for other valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: II. AGREEMENTS 1) TERM. The term of the IGA shall begin on the Effective Date and shall end on March 1, 2025, unless otherwise agreed upon by both Parties in writing. The IGA may be extended through a written amendment by mutual agreement of the Parties. 1 https://www.transportation.gov/grants/SMART DocuSign Envelope ID: 70690CE0-B5A6-49F8-B4D4-F3B6022114D3 ACA-IGA-2024-16C | Maricopa County / MCDOT – TE080 (SMART-DRIVE Arizona) 2 2) SCOPE OF WORK. MCDOT agrees to perform services within the attached Scope of Work (the “Scope of Work,” see Attachment A), as assigned by the ACA. 3) COMPENSATION. The ACA agrees to pay MCDOT an amount not to exceed NINETY- EIGHT THOUSAND FOUR HUNDRED THIRTY-EIGHT DOLLARS ($98,438) for services performed in accordance with the attached Payment Schedule (the “Payment Schedule,” see Attachment B). All MCDOT invoices must be reviewed and approved by the ACA prior to payment. 4) INTELLECTUAL PROPERTY. The Parties do not expect that any intellectual property will be generated during the course of this Agreement. Accordingly, nothing in this Agreement is intended to transfer or otherwise assign any of the Parties’ intellectual property rights to each other or to any other third party. All right, title, and interest in and to the Parties’ intellectual property, whether patent, copyright, trade secret, trademark, service mark, or moral rights, will remain solely with each respective Party at all times. 5) NONDISCRIMINATION. The Parties shall comply with Executive Order 2009-09, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have equal access to employment opportunities, and all other applicable state and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The Parties shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin, or disability. 6) DISPUTE RESOLUTION. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto will use their reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, they will consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If no equitable solution is reached, the Parties agree to resolve all disputes arising out of or relating to this IGA through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518 except as may be required by other applicable statutes. 7) ASSIGNMENT. Neither Party may transfer or assign this Agreement or any of the other Party’s rights or obligations hereunder, directly, or indirectly, or by operation of law, without that Party’s prior written consent, and any attempt to the contrary will be void. 8) GOVERNING LAW. This Agreement will be governed by the laws of the State of Arizona without regard to any conflicts of laws principles. Any proceeding arising out of or relating to this Agreement shall be conducted in Maricopa County, Arizona. Each Party consents to such jurisdiction and waives any objection it may have to the venue or convenience of forum. 9) FEDERAL COMPLIANCE a. This IGA complies with the provisions of 2 CFR 200.216 and the prohibition on certain telecommunications and video surveillance services or equipment. b. Funding has been awarded to the ACA under CFDA 20.941. 10) TERMINATION FOR NON-PAYMENT. If the ACA defaults in the payment of any amount due to MCDOT in accordance with Section 3 and Attachment B hereof and does not cure such default within sixty (60) days after being given written notice thereof, then DocuSign Envelope ID: 70690CE0-B5A6-49F8-B4D4-F3B6022114D3 ACA-IGA-2024-16C | Maricopa County / MCDOT – TE080 (SMART-DRIVE Arizona) 3 MCDOT may terminate this Agreement upon written notice to the ACA. The ACA shall be required to make all payments due and owing to MCDOT in accordance with Section 3 and Attachment B hereof up to and including the date of such termination; provided, however, that in no event shall such amounts exceed the Reimbursement Cap (as defined in Attachment B). 11) FORCE MAJEURE. With the exception of a Party’s payment obligations, no liability shall result from the delay in performance or nonperformance caused by force majeure or circumstances beyond the reasonable control of the Party affected, including, but not limited to, acts of God, fire, flood, substantial snowstorm or other weather condition, war, terrorism, embargo, any United States or foreign government regulation, direction or request, accident, disease, pandemic or epidemic, strike or other labor dispute or labor trouble, civil unrest, or any failure or delay of any transportation, power, equipment or communications system, other emergencies that disrupt a Party’s operations, or any other or similar cause beyond that Party’s reasonable control. The Party which is so prevented from performing shall give prompt notice to the other Party of the occurrence of such event of force majeure, the expected duration of such condition and the steps which it is taking to correct such condition. This Agreement may be terminated by either Party by written notice upon the occurrence of such event of force majeure which results in a delay of performance hereunder exceeding thirty (30) days. 12) NOTICES. All official notices, by either Party, required or permitted under this Agreement will be in writing and will be given by personal delivery against receipt (including private courier such as FedEx), e-mail with “Read Receipt” or certified U.S. Mail, return receipt requested. All notices will be sent to the addresses below or such other addresses as the Parties may specify in the same manner. Notices will be deemed to have been given and received on the date of actual receipt or on the date receipt was refused. Addresses are as follows: a. For MCDOT: Jesse Gutierrez Director of Transportation 2901 W. Durango Street Phoenix, AZ 85009 With a copy to: David E. Lucas Traffic Technology Branch Manager Department of Transportation Transportation Systems Management & Operations (TSMO) Division 2901 W Durango Street Phoenix, AZ 85009 O: 602-506-1241, C: 602-723-6766 b. For ACA: Ken Burns Chief Operating Officer Arizona Commerce Authority 100 N 7th Avenue, Ste 400 DocuSign Envelope ID: 70690CE0-B5A6-49F8-B4D4-F3B6022114D3 ACA-IGA-2024-16C | Maricopa County / MCDOT – TE080 (SMART-DRIVE Arizona) 4 Phoenix, AZ 85007 legalnotices@azcommerce.com 13) ENTIRE AGREEMENT. This ISA, together with Attachments A and B herein, constitutes the entire understanding of the Parties and supersedes any other agreement or understanding between the Parties relating to the subject matter. This Agreement may be executed in counterparts, each of which will be deemed an original. The Parties agree that should any part of this Agreement be held to be invalid or void, the remainder of the Agreement will remain in full force and effect and will be binding upon the Parties. Electronically transmitted and imaged copy signatures will be fully binding and effective for all purposes. 14) AMENDMENTS. This ISA may be amended or modified at any time by mutual agreement of the Parties. No agent, employee, or other representative of either Party is empowered to alter any of the terms of the IGA unless done in writing and signed by the authorized representative of the respective Parties. 15) WAIVER. No waiver of this Agreement will be valid or binding unless written and signed by the Parties. Waiver by either Party of any breach or default of any clause of this Agreement by the other Party will not operate as a waiver of any previous or future default or breach of the same or different clause of this Agreement. 16) CONFLICT OF INTEREST. The requirements of A.R.S. § 38-511 apply to this Agreement. Accordingly, the ACA or MCDOT may cancel the Agreement, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on the behalf of either Party is, at any time while this Agreement or any extension is in effect, an employee or agent of the other Party with respect to the subject matter of the Agreement. 17) SUBAWARDS. Subawards should be issued under agreements containing all required clauses of this Agreement and any other appropriate provisions which are in accordance with this Agreement. Any additional subawards to other third parties will be allowed only as determined by the Parties, under written confirmation of both Parties. 18) ADVERTISING, PUBLICITY, NAMES, AND MARKS. The Parties agree not do any of the following without, in each case, prior written consent of the other Party: (i) use any names, service marks, trademarks, trade names, logos, or other identifying names, domain names, or identifying marks of the other Party (the “Marks”), including online, in advertising, or for promotional purposes; (ii) issue a press release or public statement regarding this Agreement; or (iii) represent or imply any endorsement or support of any product or service by the other Party in any public or private communication. Any permitted use of the Marks must comply with the owning Party’s requirements, including using the ® indication of a registered mark. 19) CANCELLATION. This IGA is subject to cancelation pursuant to A.R.S. § 38-511. End of Agreement - Signatures Page Follow DocuSign Envelope ID: 70690CE0-B5A6-49F8-B4D4-F3B6022114D3 ACA-IGA-2024-16C | Maricopa County / MCDOT – TE080 (SMART-DRIVE Arizona) 5 IN WITNESS WHEREOF, the Parties hereto have caused this IGA to be executed effective as of the date first written above by its duly authorized representatives below. MARICOPA COUNTY Recommended by: Jesse Gutierrez, 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 The foregoing IGA 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. Deputy County Attorney Date DocuSign Envelope ID: 70690CE0-B5A6-49F8-B4D4-F3B6022114D3 11/17/2023 11/17/2023 ACA-IGA-2024-16C | Maricopa County / MCDOT – TE080 (SMART-DRIVE Arizona) 6 ARIZONA COMMERCE AUTHORITY ___________________________________ Sandra Wilson Date President/CEO APPROVAL OF ACA ATTORNEY The foregoing IGA has been reviewed pursuant to A.R.S. § 11-952, as amended, by the undersigned ACA Attorney, who has determined that it is in proper form and within the powers and authority granted to the Arizona Commerce Authority under the laws of the State of Arizona. ACA Attorney Date DocuSign Envelope ID: 70690CE0-B5A6-49F8-B4D4-F3B6022114D3 Attachment A: Scope of Work ACA-IGA-2024-16C | Maricopa County / MCDOT – TE080 (SMART-DRIVE Arizona) 7 Attachment A: Scope of Work 1. Overview DRIVE Arizona planning and demonstration project builds on successful Arizona Department of Transportation (“ADOT”), Maricopa Association of Governments (“MAG”), and Maricopa County Department of Transportation (“MCDOT”) pilot projects. Goals include 1) developing more inclusive regional community-based partnerships, and 2) demonstrating next-generation CV applications using 4G/5G cellular systems to improve safety, mobility, and the environment. Providing information on travel delays, congestion, and work zones will help travelers plan their routes and reduce collisions. Other warnings (pedestrian and cyclist warnings, etc.) can readily be incorporated in the future. Prioritizing transit vehicles at signals will promote more reliable public transportation and increased ridership. Collectively we believe these activities will yield benefits to both the environment and national goals on climate change. DRIVE Arizona planning and demonstration project includes a key goal to develop more inclusive regional community- based partnerships. For Stage 1, the team will focus the demonstration on three CV applications: Back of Queue (“BOQ”) warning, Work Zone warning, and transit signal priority (“TSP”). In addition, a small-scale pilot will investigate the use of cellular data to protect vulnerable road users (“VRUs”), such as pedestrians, cyclists, and disadvantaged populations. The project lays the groundwork for Stage 2 wide-scale deployment in the Phoenix metropolitan area and Maricopa County, which includes numerous historically disadvantaged census tracts identified by the Justice40 initiative. The Stage 1 project has three essential components: Planning, Community Engagement, and Technical Demonstration. Community engagement will address user (travelers) needs. Travelers include public fleet personnel (e.g., transit vehicle operators, DOT employees, etc.) and broad community members. We will engage community members in listening sessions to gain insights into their needs and potential barriers. From these sessions, the team will identify and engage a representative group of private and fleet vehicle operators, pedestrians, and historically disadvantaged populations, including limited English language speakers and individuals with disabilities, to participate. Travelers, especially disadvantaged community members, will be an essential consideration in the business model. While 85% of Americans have smartphones, we anticipate that disadvantaged populations may need access to the newest and most feature-rich smartphones required to participate. Thus, the team will engage users in developing the business model and exploring options for overcoming these and other barriers. Engaging historically disadvantaged and other community members in listening sessions, smartphone app development and testing, and evaluation will ensure their needs and concerns are addressed. All team members and partners will engage with public and private sector stakeholders including disadvantaged community members throughout the project. Accommodations will be made to ensure full engagement of disadvantaged populations, including limited English language speakers and individuals with disabilities. These may include Spanish sessions, providing assistive devices, and ensuring that venues are wheelchair accessible, among others. 2. Project Objectives A. Planning: Meetings and workshops to determine institutional alignment and engagement, identify user and infrastructure owner and operator (“IOO”) needs, develop guiding documents, and set user agreements. 1) Technology and implementation B. Community Engagement: DRIVE Arizona aims to demonstrate the effectiveness of CV applications and emerging 4G/5G cellular-based V2X ecosystems to 1) improve roadway safety and mobility, and 2) benefit a wide variety of travelers. All team members and partners will engage with public and private sector stakeholders including disadvantaged community members throughout the project. 1) Six Community Listening Sessions 2) Workforce Development C. Technical Demonstration: explore the use of cellular networks and MEC servers for efficiently and reliably hosting CV applications. 1) Architecture, Use Cases, and Systems Requirements 2) System Development and Operation. 3) Smartphone Application 4) Recruit Travelers, Install Apps, and Test Operations 5) Develop and Deploy MEC Server applications. 6) System Integration and Test 7) Operational Demonstration 8) Evaluation DocuSign Envelope ID: 70690CE0-B5A6-49F8-B4D4-F3B6022114D3 Attachment A: Scope of Work ACA-IGA-2024-16C | Maricopa County / MCDOT – TE080 (SMART-DRIVE Arizona) 8 3. Tasks • Tasks (MCDOT, David Lucas): o Development of a business model for full-scale deployment o Identification of data to inform the architecture, use cases and system requirements o Execution of prototype deployment and demonstration o Determination of key performance metrics o Design of workforce and professional skills development programs via their leadership in ITE, ITS Arizona and the AZTech Regional Partnership 4. Estimated Timeline and Milestones for Completion • Sept 1, 2023 through March 1, 2025 • Milestones provided under deliverables 5. Deliverables • Evaluation & Data Management Plans due Dec 15, 2023 • Draft Implementation Report due Sept 1, 2024 • Final Implementation Report due March 1, 2025 6. Performance Measures MCDOT will assist the ACA with fulfillment of its reporting obligations under the Project for the following measurements: Measure Category and Description Safety and Reliability Qualitative Project Benefits: Qualitative description of the anticipated impacts of at-scale implementation on emergency response and the safety of systems for pedestrians, bicyclists, and the broader traveling public Resiliency Qualitative Project Benefits: Qualitative description of the anticipated impacts of at-scale implementation on the reliability and resiliency of the transportation system including cybersecurity and climate change Equity and Access Qualitative Project Benefits: Qualitative description of the anticipated impacts of at-scale implementation on connecting or expanding access to jobs, education, and essential services for underserved or disadvantaged populations Climate Qualitative Project Benefits: Qualitative description of the anticipated impacts of at-scale implementation on congestion, air pollution, emissions, and energy efficiency Partnerships Qualitative Project Benefits: Qualitative description of the anticipated impacts of at-scale implementation on the economic competitiveness and private sector investments or partnerships including technical and financial commitments Integration Qualitative Project Benefits: Qualitative description of the anticipated impacts of at-scale implementation on the integration of systems and the connectivity of infrastructure, connected vehicles, pedestrians, bicyclists, and the broader traveling public Costs Project Costs: Quantification of the cost of the proof-of-concept or prototype carried out using the grant (Stage 1) Costs Project Costs: Quantification of the anticipated cost of at-scale implementation (Stage 2) Lessons Learned and Recommendations Lessons Learned and Recommendations: Description of lessons learned and recommendations for future deployment strategies DocuSign Envelope ID: 70690CE0-B5A6-49F8-B4D4-F3B6022114D3 Attachment B: Payment Schedule ACA-IGA-2024-16C | Maricopa County / MCDOT – TE080 (SMART-DRIVE Arizona) 9 Attachment B: Payment Schedule 1. Contract Type This is a Cost Reimbursement Contract, meaning that MCDOT will be reimbursed for actual costs incurred in the performance of the project as described below. 2. Pricing Information MCDOT will be reimbursed no more frequently than monthly for actual costs incurred in performance of the Scope of Work. Total reimbursements (the “Reimbursement Cap”) shall not exceed $98,438. Pricing below is inclusive of all MCDOT reimbursable expenses related to this ISA. Description Total Year 1 (9/1/2023 – 8/31/2024) $65,625 Year 2 (9/1/2024 – 3/1/2025) $32,813 Total $98,438 3. Invoice MCDOT will submit an itemized invoice to the ACA via email to Barbara Byas, at APTeam@azcommerce.com and cc’ing Marisa Walker, at marisaw@azcommerce.com. Payment terms are “net 30” pending receipt of invoice and supporting documentation by the ACA subject to review and approval by ACA. The Parties agree to resolve any billing questions promptly. DocuSign Envelope ID: 70690CE0-B5A6-49F8-B4D4-F3B6022114D3