2023-06-28_-_FINAL_-_TE073_IGA_CITY_OF_TEMPE.PDF
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INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND
THE CITY OF TEMPE
FOR THE CONNECTED VEHICLE INTELLIGENT TRANSIT & FREIGHT SIGNAL
PRIORITY
(TE073)
MAG #: MMA22-060C
Fed Aid #: MMA-0(289) D
CFDA #: 20.205
TRACS #: T0333 01D/01C
(C-64-23- ______ -X-00)
This Intergovernmental Agreement (Agreement) is between the County of Maricopa,
a political subdivision of the State of Arizona (County), and the City of Tempe (City).
The County and the City are collectively referred to as the Parties or individually as a
Party.
STATUTORY AUTHORIZATION
1.
A.R.S. §§11-251 and 28-6701, et seq., authorize the County to layout, maintain,
control and manage public roads within its respective County, to acquire and
condemn property necessary for such purposes, and to enter into this
Agreement.
2.
A.R.S. § 11-951, et seq., provides that public agencies may enter into
Intergovernmental Agreements for the provision of services or for joint or
cooperative action.
BACKGROUND
3.
In association with the Maricopa Association of Governments (MAG) System
Management and Operations (SM&O) Plan, this project will install and configure
Roadside Unit (RSU) devices at traffic signals along MC-85/Buckeye Road
between 107th Ave and 59th Ave; Rural Road, between Loop 202 Red Mountain
Freeway and US 60, in Tempe; and Power and Sossaman Road between Loop
202 Santan and ASU Polytechnic Campus/Innovation Way. Multimodal Intelligent
Traffic Signal System (MMITSS) Roadside Processors (MRP) will also be
installed within the traffic signal cabinet at each of these signalized intersections,
where they will communicate with the existing traffic signal controller. The
project will also install and configure on-board unit (OBU) devices on Phoenix
Public Transit buses and Arizona State University intercampus shuttle buses as
well as select freight vehicles from Swift Transportation and/or other freight
partners within the MC-85 corridor. Traffic signal controllers will be upgraded at
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ten intersections along the routes to support connected vehicle (CV) applications.
None of these intersections are in the City of Tempe. Development, integration,
and configuration of the MMITSS application at equipped traffic signals will also
be included in this project.
3.1
The following 16 project intersections are within the City of Tempe:
3.1.1
Scottsdale Road & SR202L
3.1.2
Scottsdale Road & Playa del Norte Drive
3.1.3
Rural Road & Rio Salado Parkway
3.1.4
Rural Road & 6th Street
3.1.5
Rural Road & University Drive
3.1.6
Rural Road & Terrace Road
3.1.7
Rural Road & Terrace Mall
3.1.8
Rural Road & Lemon Street
3.1.9
Rural Road & Apache Boulevard
3.1.10
Rural Road & Spence Avenue
3.1.11
Rural Road & Vista del Cerro Drive
3.1.12
Rural Road & Broadway Road
3.1.13
Rural Road & Broadmor Drive
3.1.14
Rural Road & Alameda Drive
3.1.15
Rural Road & Southern Avenue
3.1.16
Rural Road & US60
4.
CV technology is a new and emerging technology that has and continues to be
researched and tested at the SMARTDrive ProgramSM in Anthem, AZ in
collaboration with MCDOT, ADOT and University of Arizona. The testbed was
established in 2011 but the work initially began, outside of Anthem, in 2007.
5.
The project is funded from local and federal funds through the MAG
Transportation Improvement Program (TIP). The total project cost in MAG TIP is
$800,324 with a local match of $48,376.
6.
This Agreement is contingent upon the City’s compliance with the Single Audit
Act of 1984 and the availability of federal funds through the MAG TIP:
6.1
Federal Contract Number: MMA-0(289)D
6.2
Catalog of Federal Domestic Assistance (CFDA) Number: CFDA# 20.205
6.3
Fiscal Years: FY 2022
6.4
Total Project Cost in MAG TIP: $848,700
6.5
Federal Obligation Award: $800,324
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6.6
Funding Sources:
i. Congestion Mitigation and Air Quality Funds (CMAQ) –
$800,324 Federal Highway Administration (FHWA)
ii. Highway User Revenue Funds (HURF) and local revenues –
$48,376 Local Match.
6.7
Project Contact Information:
i. Name: David Lucas, Traffic Technology Branch Manager
ii. Agency: Maricopa County Department of Transportation
iii. Phone: 602-506-1241
iv. Email: David.Lucas@maricopa.gov
6.8
Project Duration: The Parties agree that the system will remain in place
for a period of at least one year after the final project closeout to
provide sufficient time for the project participants to evaluate the
effectiveness of the system. MCDOT will provide software and
hardware support through the MCDOT SMARTDrive ProgramSM
during this time.
PURPOSE OF THE AGREEMENT
7.
The purposes of this Agreement are to identify the roles and responsibilities or
the Parties with respect to the Project and define the cost sharing of the local
match for the Project.
TERMS OF THE AGREEMENT
8.
The County shall:
8.1
Be the lead agency for all construction and construction management
and shall provide certification of right-of-way with the assistance of the
City.
8.2
Request from the City any necessary right-of-way, City utility and
environmental clearance background information.
8.3
Provide design and installation documents to the City for review in a
timely manner.
8.4
Apply for no-cost permits for Project work within City boundaries.
8.5
Receive and administer the project federal-aid funding for the duration
of the project.
8.6
Contribute the local match for the costs associated in the County’s
jurisdiction, currently estimated at $48,376.
8.7
Provide the final documents for the project to the City’s representative
when completed.
8.8
Provide support for the MMITSS software platform and the data
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exchanges.
8.9
Provide the following assurances:
i. Operating parameters such as early return and green extensions
(and others) will be reviewed and approved by the City.
ii. All signal operations will be contained in the City’s network.
iii. Data from the signal system may be shared by the City during
the test period.
9.
The City shall:
9.1
Provide the County any necessary right-of-way, City utility and
environmental clearance background information.
9.2
Provide timely review of all documents associated with this project
provided by the County. The City shall provide comments to the
County within 30 calendar days after receiving documents for review
from the County.
9.3 Issue the County no-cost permits for Project work within the City
boundaries.
9.4
Own, operate and maintain the equipment installed within the City’s
jurisdiction as part of this Project upon completion of the Project.
9.5
If the operation of the system degrades traffic operations on City
streets, City may turn off the system. Such action will not be
considered a material breach.
9.6
The City shall determine the order of priority for Transit Signal Priority
calls.
9.7
City staff will be present during all equipment installations.
GENERAL TERMS AND CONDITIONS
10.
To the extent permitted by law, each Party will defend, indemnify 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 performance or nonperformance by
the indemnifying Party of any of the provisions of this Agreement. 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.
11.
This Agreement shall become effective as of the date it is approved by the latter
of the Maricopa County Board of Supervisors and the State’s Attorney General’s
Office and remain in full force and effect until all stipulations of this Agreement
have been satisfied. This Agreement shall be subject to cancelation pursuant to
A.R.S. Section 38-511.
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12.
The Parties warrant that they are in compliance with A.R.S. Section 41-4401
and further acknowledge that:
12.1 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 the E-Verify program under 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 years, whichever is
longer.
12.2 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.
12.3 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
to require that the contractor make all papers and employment records
of said employee available during normal working hours in order to
facilitate such an inspection.
12.4 Nothing in this Agreement shall make any contractor or subcontractor
an agent or employee of the Parties to this Agreement.
13.
No Party or 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.
14.
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
continues 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 the circumstances to cure the default. In the event
a Defaulting Party fails to perform any of its material obligations under this
Agreement and is in Default, 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.
15.
All notices required under this agreement to be given in writing shall be sent to:
Maricopa County Department of Transportation
Transportation Director
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2901 West Durango Street
Phoenix, AZ 85009
City of Tempe
City Traffic Engineer
200 E Fifth Street
Tempe, AZ 85281
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, and shall be deemed sufficiently given if served in a manner specified
in this paragraph. 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 courier that guarantee next day delivery shall be
deemed given 24 hours after delivery of the notice to the Postal Service or
courier.
16.
This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
17.
This Agreement does not create a duty or responsibility unless the intention to
do so is clearly and unambiguously stated in this Agreement.
18.
This Agreement does not grant authority to control the subject roadway, except
to the extent necessary to perform the tasks expressly undertaken pursuant to
this Agreement.
19.
Any funding provided for in this Agreement, other than in the current fiscal year,
is contingent upon being budgeted and appropriated by the Parties in such fiscal
year. This Agreement may be terminated by any Party at the end of any fiscal
year due to non-appropriation of funds.
20.
Neither Party shall assign its interest in this Agreement without the prior written
consent of the other Party.
21.
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 concerning the subject matter hereof, 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
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Parties hereto. Each party has reviewed this Agreement and has had the
opportunity to have it reviewed by legal counsel.
22.
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.
23.
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.
24.
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
expiration or earlier termination of this Agreement for a period of one (1) year.
25.
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.
26.
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.
27.
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.
28.
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.
29.
The Parties agree to 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.
30.
This Agreement shall be governed by the laws of the State of Arizona. The
venue for any claim arising out of or in any way related to this Agreement shall
be Maricopa County, Arizona.
End of Agreement - Signature Page Follows
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
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
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 the Board of Supervisors under the laws of the State of Arizona.
_________________________
Deputy County Attorney
Date
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7/5/2023
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Approved and Accepted by:
_____________________________
Corey D. Woods
Date
Mayor, City of Tempe
Attest:
______________________________
Kara DeArrastia
Date
Tempe Deputy City Clerk
APPROVAL OF CITY 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 City by its respective governing body under the laws of the State of Arizona.
____
___________________
Sonia M. Blain,
Date
Tempe City Attorney
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