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HomeMy WebLinkAboutResolution 2019-100 Approving the UA IGA for Engineering and Transtportation Services ResearchRESOLUTION NO. 2019-100 RELATING TO PUBLIC WORKS; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE ARIZONA BOARD OF REGENTS ON BEHALF OF THE UNIVERSITY OF ARIZONA AND THE TOWN OF MARANA FOR TRANSPORTATION ENGINEERING PROJECT SERVICES AND RELATED RESEARCH WHEREAS the University of Arizona and the Town of Marana may contract for services and enter into agreements with one another for joint and cooperative action pursuant to A.R.S. § 11-952, et seq.; and WHEREAS the University of Arizona has qualified engineers, researchers, and other professional personnel and engineering students who can assist with transportation engineering project services and related research in the Town; and WHEREAS on an as -needed basis, the University of Arizona can offer project services or related research that benefit the Town; and WHEREAS the Mayor and Council of the Town of Marana find it is in the best interest of the residents of the Town of Marana to enter into an intergovernmental agreement with the University of Arizona for transportation engineering project services and related research. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, AS FOLLOWS: SECTION 1. The Town Council hereby approves the Intergovernmental greement by and between e own of Marana. an t -eArizona Board of - egents on behalf of the University of Arizona, attached to and incorporated by this reference in this- Reso u ion as ERM1511 A, Ml trie Mayor is riereby autriorizeZI anil Mrectezto sign i for and on behalf of the Town of Marana. SECTION 2. The various Town officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this resolution. Marana Resolution No. 2019-100 PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 15th day of October, 2019. Mayor Ed Honea ATTEST: Cherry Laws n, Town Clerk Marana Resolution No. 2019-100 C==. MARANAAZ ESTABLISHED i97;' Intergovernmental Agreement between the Town of Marana and the Arizona Board of Regents, University of Arizona for Transportation Engineering Project Services and Related Research This Intergovernmental Agreement ("IGA") is entered into, by and between the Town of Marana ("Town"), an Arizona municipal corporation, ("Town") and the Arizona Board of Regents, on behalf of the University of Arizona ("University"), a land-grant public/state controlled institution of higher education and body corporate under Arizona Revised Statutes § 15-1601 et. seq. The Town and University may be collectively referred to as the "Parties," each of which may individually be referred to as a "Party." Recitals A. The Town is an Arizona municipal corporation, organized and existing pursuant to Title 9, Chapter 2, Arizona Revised Statutes; and B. The Arizona Board of Regents is a body corporate with perpetual succession created by the Constitution and statutes of the State of Arizona to govern and maintain the state universities, including the University of Arizona; and C. The University has qualified engineers, researchers, and other professional personnel ("Qualified Personnel") and engineering students ("Students") who are experienced or are familiar, are becoming familiar, or are in the need to become familiar with transportation engineering, design, construction materials, processes, maintenance, operations, and related research; and D. The University wishes to make its Qualified Personnel and Students available to the Town on an as needed basis to address or help address the Town's needs through specific projects or related research opportunities; and E. The Town recognizes the importance that University project services and related research can offer to improve processes and approaches that save resources or improve the allocation of resources; and F. The Town and the University may contract for services and enter into agreements with one another for joint and cooperative action pursuant to A.R.S. § 11-952, et. seq. EXHIBIT A Agreement NOW THEREFORE, the Town and University, pursuant to the above, and in consideration of the matters and things hereinafter set forth, do mutually agree as follows: 1. Definitions. a. Project: any transportation project involving design, construction, maintenance, operations, or research. b. Project Services: The design, project management, materials testing, and research services related to the design, construction, maintenance, operations, and administration of Projects. c. Director: As to the Town, the Deputy Director of Public Works. As to University, the Director or Designee of the University's Sponsored Projects & Contracting Services Preaward Services. d. Engineering Work: Any form of work activity that involves the direct or indirect application of applied science and math to the study, design, construction, maintenance and operation of Town roads, streets, and related infrastructure. e. Project Service Agreement: A specific agreement between the Town and the University for the provision of Project Services for a particular Project, in substantially the form depicted in attached Exhibit A. 2. Purpose. The purpose of this IGA is to set forth the responsibilities of the Parties regarding the provision of Project Services or other services by the University to the Town on an as -needed and as -available basis. For those services involving a Project Service Agreement, this may include reimbursement of incurred costs for the Project Services either directly or indirectly through another party. Other services may or may not include provision for reimbursement. Additionally, this IGA sets forth an understanding between the Town and the University to collaborate to find opportunities on which to make this happen when it is mutually beneficial. Project Services and other services may take the following forms: Projects The University provides faculty or administrators as Qualified Personnel and/or Students to perform Project Services, research, and/or other services to the Town. The University provides like Project Services to a third party who is providing engineering services either directly to the Town or for another agency or party the Town has an interest in or with (e.g. a local Consultant Engineering firm performing services to the Town on a Town funded project). Other opportunities may arise; this specific list is not meant to be a limiting list of what can be accomplished under this IGA. 2 3. Project Service Agreements. a. By this IGA, the Town delegates to its Director or Director's designee, and the University delegates to its Sponsored Projects & Contracting Services Director of Preaward Services or Director's designee, the authority to negotiate, execute, modify, and terminate any Project Service Agreement in accordance with the terms and conditions of this IGA. b. Either Party's Director or Director's designee may request that the Parties enter into a Project Service Agreement. Upon a request, the Parties' Director or Director's designee will review the request and, if mutually desirable, meet to discuss it. c. In the event the Director or Director's designee disagree on any element of a proposed Project Service Agreement, the element in dispute may be submitted to the Town Manager and the University's Senior Vice President for Research for resolution. d. Any proposed Project Service Agreement shall be in writing, in substantially the form attached as Exhibit A, and shall include, at a minimum: i. The term of the Project Service Agreement. ii. A description of the Project Services that the University will provide to the Town under the Project Service Agreement. iii. The specific responsibilities of the Town and University with respect to the Project. If any Project is federally funded, it will include the federal flowdown terms and conditions applicable to University, and any required certifications or affidavits to be signed by University. iv. An estimate of the cost of Project Services, if applicable, for the Project that is the subject of the Project Service Agreement. The estimate is for budgetary scheduling and is not a contractual guarantee, a cost ceiling, or an "upset limit." v. Billing rates and the method for calculating payment, if applicable, to the other Party. The billing rates may be reviewed periodically during the term of the Project Service Agreement, and Parties, through their Director/Principal, may agree in writing to revise the rates to reflect actual costs. vi. A designated representative of the Town if applicable, to receive invoices from the University and to approve the invoices for payment. vii. A schedule for paying invoices, if applicable, which shall provide that payment is due no later than 30 days after receipt of an invoice. e. Each Project Service Agreement shall be signed by the Authorized Signatory of each Party with the express authority or delegation to execute such documents on behalf of their respective Party. f. Any amendment to a Project Service Agreement must be in writing and signed by the Director for each Party. Either Party's Director may terminate a Project Service Agreement at any time by providing the other Party with written notice of such termination. After a Project Service Agreement is terminated, the Town's obligation to the University shall be limited to payment for services rendered before termination, including any non -cancelable obligations incurred by University prior to Town's termination. 4. Execution of Projects Subject to Project Service Agreements. After a Project Service Agreement is executed, the University shall perform the Project Services specified in the Project Service Agreement for the Town. Qualified Personnel from the University shall be paired up with their counterparts in the Town for coordination purposes. Coordination shall include regular meetings and interaction between corresponding personnel at all levels for each assignment. 5. Responsibilities of the Parties. The Town shall be responsible for: a. Decision making authority over the Project. b. Approving and processing all design documents, studies, contract documents, change orders, progress payments, and final acceptance of the Project Services completed. c. Upon review and approval of invoices, paying the University in accordance with a schedule set forth in the Project Service Agreement. d. Evaluating, at its discretion, the Project Services provided by the University and to verify that the Project Services are completed in accordance with the Project Service Agreement. e. Provide all applicable written Town policies, regulations and directives to University Qualified Personnel and Students, and instruct University Qualified Personnel and Students of facility safety procedures and operations. The Town will provide University Qualified Personnel and Students with at least the same safety training it provides to its regular employees working under similar conditions. The Town may relieve any University Qualified Personnel from further participation if, in its sole discretion, it believes that such University Qualified Personnel has violated Town policies, regulations and/or directives. The Town shall notify the University Director immediately, and follow up such action in writing. The University shall be responsible for: a. Identifying and developing recommendations with respect to the Project Services, and sharing those recommendations with the Town. b. Establishing a list of overhead charges/rates for Project Services as required in Section 3. c. Providing sufficient Qualified Personnel and Students to perform or supervise the Project Services with the necessary care, skill, and diligence. d. Preparing invoices (in the form approved by the Town) for submission to the Town. The University shall approve, sign, and forward billing documents to the Town's designated representative for approval and payment. 0 6. Change Orders/Amendments. a. Change Orders/Amendments to any Project Service Agreement shall be approved in writing by the Town prior to implementation unless the changes are deemed to be of an emergency nature, or could cause extra cost to the Town if not done immediately. In the event of such conditions, the University may execute the necessary changes with verbal approval of the Town's designated representative and provide a written notification of the changes to the Town within three (3) working days of the discovery, if a change order/amendment is deemed to be necessary. b. All amendments to this IGA shall be in writing signed by the Authorized Signatories of both Parties prior to the implementation of the amended terms. 7. Financing. a. The Town shall pay the cost of all Project Services rendered by the University under all Project Service Agreements. b. The Town makes no commitment to fund any project unless such funds can be made available to do so either through the normal budget, grant or appropriation of bond funds. If funds are made available for projects, the Town is not required to use the University for such projects. The Town has sole discretion to determine when to use the University for Project Services. However, if projects are funded the Town's reimbursement to the University under this IGA shall not exceed a total of $300,000 (approximately $60,000 per year) under all Project Service Agreements executed during the term of this IGA. This total amount may be adjusted by mutual agreement between the Town and the University during the five (5) year term of this IGA or for term extension(s) as indicated in Section 10. c. Each Party shall establish a job cost account to identify and track all costs of Project Services associated with each Project Service Agreement. d. In the case of dispute on reimbursement of invoices/billings for Project Services rendered, the dispute shall be escalated to the Director of each Party for resolution on request of either party's designated representative. In the event the Directors for either Party disagree on any element of the invoices/billings, or fail to take action within 10 days of the request, the element in dispute shall be submitted to the Town Manager and the University's Senior Vice President for Research for resolution on request of either Director. If the dispute is submitted to the Town Manager and the University's Senior Vice President for Research but they are unable to resolve the dispute, or fail to take action within 10 days of a request, the Parties may pursue any remedies provided by law. 8. Other Uses for this IGA. This IGA may also be used for other similar professional services that are mutually agreed upon by both Parties and by the express approval of both Directors. 9. Ownership of Information. Ownership of intellectual property developed during the course of this Agreement, if any, shall be established by application of U. S. Patent Law (Title 35 U. S. Code) and U.S. Copyright Law (Title 17 U.S. Code) and employment contracts of the developer(s), subject to any rights of the Federal Government, if federally funded. All materials produced by University in the performance of this IGA, including but not limited to reports, estimates, drawings, plans, computations, data, software, etc., may be used by the Town for any non-commercial purpose. University shall have the right to use its materials, without restriction or limitation, for non-commercial purposes including for the purposes of research, education, and publication or presentation in academic journals or symposia. Any such publication or presentation will be provided to Town at least thirty (30) days in advance of such proposed publication or public presentation. The Town shall have thirty (30) days after receipt of said copies to object to such proposed public dissemination; in which event University shall refrain from making such publication or presentation for a maximum of ninety (90) days from the date of receipt of such objection in order for the Town to take appropriate measures to protect confidential information. Any publication or presentation will acknowledge the funding support of the Town and any other third party funding source, with the disclaimer that such acknowledgment does not represent the opinions or views of the Town or of the third party. 10. Term and Termination. a. Term. The initial term of this IGA shall begin on the date this IGA is executed by the last Party to sign it, and shall be effective for a period of five (5) years from the date of such signature. Upon completion of the initial five (5) year term, this IGA may be renewed for up to an additional five (5) year term by written amendment approved and signed by the Parties. b. Termination. This IGA may be terminated under the following circumstances: L For Convenience. At any time either Party to this IGA may terminate this IGA by providing to the other Party written notice of such termination at least sixty (60) calendar days prior to the termination date. Such termination shall not relieve either Party from those liabilities or costs incurred or obligated prior to the termination date. ii. For Cause. A Party may terminate this IGA for material breach of the IGA by the other Party. Prior to any termination under this paragraph, the Party allegedly in default shall be given written notice by the other Party of the nature of the alleged default. The Party said to be in default shall have forty-five (45) calendar days to cure the default. If the default is not cured within that time, the other Party may terminate this IGA. Any such termination shall not relieve either Party from liabilities or costs already incurred or obligated under this IGA. iii. For Failure to Appropriate Sufficient Funds. Any Project Service Agreement entered into pursuant to this IGA shall automatically terminate or be delayed if, for any reason, the Town or University fails to appropriate sufficient funds to fund the project or activity that is the subject of the Project Service Agreement. The project can restart if funds become available and both Parties agree to restarting the project. iv. For Conflict of Interest. This IGA may be terminated for a conflict of interest as set forth in A.R.S. § 38-511, the relevant portions of which are hereby incorporated by reference. M 11. Limitation of Liability. To the fullest extent permitted by law, each Party (as "indemnitor") will defend, indemnify and hold harmless the other Party (as "indemnitee"), its officers, officials, employees, agents, volunteers, successors, and assigns (the "indemnified group") from and against any and all claims, damages, losses, liabilities and expenses of any nature whatsoever (including but not limited to reasonable attorneys' fees, court costs, the costs of appellate proceedings, and all claim adjusting and handling expense) relating to, arising out of, resulting from or alleged to have resulted from the indemnitor's omissions, negligence, or willful misconduct relating to any action or inaction of this Agreement (collectively, "claims") including but not limited to work, services, acts, errors, mistakes, or omissions in the performance of this Agreement by anyone directly employed by the indemnitor. If any claim, action or proceeding is brought against the indemnified group, indemnitor must, at its sole cost and expense, resist or defend such claim or action on behalf of the indemnified group, but only to the extent that such claims result in vicarious/derivative liability to the indemnitee and are caused by the omission, negligence, or willful misconduct of the indemnitor, its officers, officials, agents, employees or volunteers; provided, however, that the indemnitor shall have no obligation to indemnify the indemnified group for the indemnified group's negligence (passive or otherwise) or willful misconduct. The indemnity provisions of this Agreement survive the termination of this Agreement. 12. Insurance. The Parties agree that they shall maintain for the duration of this Agreement policies of public liability insurance sufficient to cover all of their obligations undertaken in the implementation of this Agreement. When requested, a Party shall provide the other Party with proof of its worker's compensation, automobile, accident, property damage, and liability coverage or program of self-insurance. 13. Workers Compensation. For purposes of Workers' Compensation, an employee of a Party to this Agreement who works under the jurisdiction or control of, or who works within the jurisdictional boundaries of, another Party pursuant to this specific Agreement, is deemed to be an employee of both Parties, as provided in A.R.S. § 23-1022(D). The primary employer of such employee shall be solely liable for payment of Workers' Compensation benefits for the purposes of this paragraph. Each Party shall post a notice pursuant to the provisions of A.R.S. § 23-906 in substantially the following form: All employees are hereby further notified that they may be required to work under the jurisdiction or control or within the jurisdictional boundaries of another public agency pursuant to an intergovernmental agreement or contract, and under such circumstances they are deemed by the laws of Arizona to be employees of both public agencies for the purposes of workers compensation. 14. Inspection and Audit. The Town may perform an inspection of any Project or an audit of the University's Project books and records at any time in order to verify that monies spent on the Project were done so in accordance with this IGA. If a Project Agreement is funded by a third party, that third party is also entitled to perform such inspection or audit as necessary, including by the Comptroller General of the United States for any federally funded services. 7 15. Construction of IGA. a. This Agreement is governed by and will be construed and enforced in accordance with the laws of the State of Arizona. b. Entire Agreement. This instrument constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and all prior or contemporaneous agreements and understandings, oral or written, are hereby superseded and merged herein. c. Amendment. This IGA shall not be modified, amended, altered or changed except by written agreement signed by the Parties. d. Construction and interpretation. All provisions of this IGA shall be construed to be consistent with the intention of the Parties as expressed in the recitals hereof. e. Captions and headings. The headings used in this IGA are for convenience only and are not intended to affect the meaning of any provision of this IGA. f. Severability. In the event that any provision of this IGA or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application which can be given effect without the invalid or void provision or application, and to this extent the provisions of the IGA are severable. In the event that any provision of this IGA is declared invalid or void, the Parties agree to meet promptly upon request of the other Party in an attempt to reach an agreement on a substitute provision. 16. No Joint Venture. It is not intended by this IGA to, and nothing contained in this IGA shall be construed to, create any partnership. joint venture, or employment relationship between the Parties. No Party shall be liable for any debts, accounts, obligations or other liabilities whatsoever of the other. 17. No Third Party Beneficiaries. This Agreement is intended to govern the rights and duties of the contracting Parties only and is not intended to confer on any third party any rights or benefits which would not exist in the absence of this Agreement. 18. Compliance with Laws. The Parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this IGA. Anti -Discrimination. The provisions of A.R.S. § 41-1463 and Executive Order 2009-09 issued by the Governor of the State of Arizona, which amended Executive Order 75-5 and superseded Executive Order 99-4, are incorporated by this reference as a part of this IGA as if set forth in full herein. During the performance of this Agreement, the Parties will not discriminate against any employee, client or any other individual in any way because of that person's age, race, creed, color, religion, sex, disability or national origin. b. Americans with Disabilities Act. This IGA is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. 8 c. Legal Arizona Workers Act Compliance. Each Party warrants to the other that it will, at all times during the term of this IGA, comply with all federal immigration laws applicable to the warranting Party's employment of its employees, and with the requirements of A.R.S. § 23-214(A) (together, the "State and Federal Immigration I:aws"). Each Party further agrees to ensure that each contractor who performs work associated with any Project subject to this IGA (i) complies with the State and Federal Immigration Laws, and (ii) ensures that any subcontractor who performs work for the contractor complies with the State and Federal Immigration Laws. Each Party shall further require that each contractor who performs work on a Project subject to this IGA advises each subcontractor of the Party's rights, and the subcontractor's obligations, with respect to this subsection, by including a provision in each subcontract substantially in the following form: "Subcontractor hereby warrants that it will at all times during the term of this contract comply with all federal immigration laws applicable to subcontractor's employees, and with the requirements of A.R.S. § 23-214(A). Subcontractor further agrees that [Town or University] may inspect the Subcontractor's books and records to insure that Subcontractor is in compliance with these requirements. Any breach of this paragraph by Subcontractor will be deemed to be a material breach of this contract subjecting Subcontractor to penalties up to and including suspension or termination of this contract." Any breach of the warranty of compliance with the State and Federal Immigration Laws by either Party, by that Party's contractor on a Project subject to this IGA, or by a subcontractor of that Party's contractor on a Project subject to this IGA shall be deemed to be a material breach of this IGA subjecting the breaching Party to penalties up to and including suspension or termination of this IGA. A Party in breach of the warranty of compliance with State and Federal Immigration Laws shall further be liable to the other Party for any additional costs attributable directly or indirectly to remedial action under this subsection. Either Party may, at any time, inspect the books and records of the other Party in order to verify the other Party's compliance with the State and Federal Immigration Laws. d. Israel Boycott Certification. To the extent required or applicable, each Party certifies that it is not currently engaged in, and will not for the duration of this Agreement engage in, a boycott of Israel as defined by A.R.S. § 35-393.01. Violation of this certification may result in termination of this Agreement. 19. 'Waiver. Waiver by any Party of any breach of any term, covenant or condition herein contained shall not be deemed a waiver of any other term, covenant or condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained. 20. Force Majeure. A Party shall not be in default under this IGA if it does not fulfill any of its obligations under this IGA because it is prevented or delayed in doing so by reason of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purpose of this IGA, any cause beyond the control of the Party affected, including but not limited to failure of facilities, breakage or accident to machinery or transmission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage, strike, lockout, labor dispute, boycott, material or energy shortage, casualty loss, acts of God, or action or non -action by governmental bodies in approving or failing to act upon applications for approvals or permits which are not due to the negligence or willful action of the Parties, order of any government officer or court (excluding orders promulgated by the Parties themselves), and declared local, state or national emergency, which, by exercise of due diligence and foresight, such Party could not reasonably have been expected to avoid. Either Party rendered unable to fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. 21. Remedies. Either Party may pursue any remedies available to it for the breach of this Agreement, and no right or remedy is intended to be exclusive of any other right or remedy existing at law or at equity or by virtue of this Agreement. The Parties acknowledge that disputes arising from this Agreement may be subject to arbitration in accordance with applicable law and court rules. 22. Notification. All notices or demands upon any Party to this IGA shall be in writing, unless other forms are designated elsewhere, and shall be delivered in person or sent by mail addressed as follows: University: Stephen G. Harsy, PhD, Director Sponsored Projects & Contracting Services P.O. Box 210158, Room 515 Tucson, AZ 85721-0158 Town: Fausto Burruel, Deputy Director of Public Works Town of Marana 11555 W. Civic Center Drive. Marana, AZ 85653 Either Party may, by written notice to the other, designate a different person or address for the receipt of notices under this IGA. Any written notice under this IGA shall be deemed delivered and received on the date of delivery, if delivered by hand, or three business days after the date of mailing, if sent by mail. In Witness Whereof, the Town of Marana has caused this IGA to be executed by its Mayor and attested to by the Clerk of the Board, and the Arizona Board of Regents, University of Arizona has caused this IGA to be executed by the University's Sponsored Projects & Contracting Services. 10 TOWN OF MARANA 1 f Ed Honea, M yor /0 Zdq Date ATTEST: Cherry Laws n, toW6 Clerk tb Date ARIZONA BOARD OF REGENTS, UNIVERSITY OF ARIZONA: Mark A. Drury Contracts Manager Date ATTORNEY CERTIFICATION The foregoing IGA by and between the Town of Marana and the Arizona Board of Regents, University of Arizona has been reviewed pursuant to A.R.S. § 11-952 by the undersigned who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona. /D • Date Printed Name: Date Title: Associate General Counsel, University of Arizona 12 Exhibit A — Sample Proiect Services Agreement Actual format and content can vary as necessary Project Services Agreement between the Town of Marana and the Arizona Board of Regents, University of Arizona For the Project This Project Services Agreement ("Agreement") is entered, into by and between the Town of Marana ("Town") and the Arizona Board of Regents, University of Arizona (University), pursuant to A.R.S. § 11-952 and the applicable Intergovernmental Agreement between Town of Marana and The Arizona Board of Regents, University of Arizona for Transportation Engineering Project Services and Related Research dated October 15, 2019,("IGA"). Recitals A. The Town desires to engage the services of the University to (title and description of the Project] (the "Project"). B. The University agrees to provide the Town with the Project Services as set forth in this Agreement. C. The Parties agree to a [not to exceed cost OR fixed price] of $ for the Project Services to be provided by the Universityunder this Agreement. [Remove if not applicable] Agreement 1. IGA. This Agreement incorporates all definitions, terms, and conditions of the IGA. 2. Effective Date. Term, This Agreement is effective on execution by the last party to execute it. The'term of this Agreement is _ year(s) from the effective date. 3. Project Services. In addition to the responsibilities set forth in the IGA, the Parties agree to provide the following for the Project [may also include an attachment to this Agreement that describes the Scope of Work and deliverables in greater detail]: a. Town. The Town shall: [List additional responsibilities or anything else that is applicable] b. University. The University shall: 13 [List additional responsibilities or anything else that is applicable — include any federal or third partyflowdown terms and conditions applicable to University.] 4. Designated Representatives. The parties designate the following people to serve as their Designated Representatives for purposes of initial communication regarding the Project: 5 0 7. Town: [Insert name, title, address, telephone] University: [Insert name, title, address, telephone] Billing and Payment. The University shall invoice the Town on a [monthly, quarterly] basis for Project Services rendered at the rates or payment schedule attached to this Agreement and agreed to be reasonable and applicable [a cost budget or fixed payment schedule may be attached as a separate attachment]. The Town's Designated Representative shall review each invoice to approve the invoices for payment. Invoices reviewed and approved for payment shall be paid within 30 days of submission to the Town. Termination. Either Party may terminate this' Project Agreement by thirty (30) days advance written notice to the other Party - Notices. All notices or demands upon any party to this Agreement shall be in writing, unless other forms are designated elsewhere, and shall be delivered in person or sent by mail addressed as follows: University: Town: Stephen G. Harsy, PhD, Director., Fausto Burruel, Deputy Director of Public Sponsored Projects & Contracting Services Works P.O. Box 210158, Room 515 Town of Marana Tucson, AZ 85721-.0158 11555 W. Civic Center Drive. Marana, AZ 85653 Either party may, by written notice to the other, designate a different person or address for the receipt of notices under this Agreement. Any written notice under this Agreement shall be deemed delivered and received on the date of delivery, if delivered by hand, or three business days after the date of mailing, if sent by mail. 14 TOWN OF MARANA: Fausto Burruel, Deputy Director of Date Public Works THE ARIZONA BOARD OF REGENTS, UNIVERSITY OF ARIZONA: Mark A. Drury, Contracts Manager Sponsored Projects & Contracting Services Add additional approvals if applicable and necessary Add additional attachments or exhibits as necessary 15