Loading...
HomeMy WebLinkAboutResolution 2022-041 Approving and Authorizing the Mayor to Execute an IGA Between State of Arizona and Town of Marana for Traffic Signal Management System LicensesMARANA RESOLUTION NO. 2022-041 RELATING TO PUBLIC WORKS; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE STATE OF ARIZONA AND THE TOWN OF MARANA FOR PROCUREMENT OF MAXVIEW ADVANCED TRAFFIC SIGNAL MANAGEMENT SYSTEM (ATMS) LICENSES WHEREAS the Town of Marana has been allocated up to $61,000 in federal funds by the Pima Association of Governments for the purchase of 15 additional licenses for the Town's centralized traffic signal management system (Maxview); and WHEREAS the use of these federal funds require the Town of Marana to partner with a sponsor agency capable of administering federal funds on the Town's behalf; and WHEREAS for this project, the Town will be sponsored by the Arizona Department of Transportation (ADOT) and all facets of project management will be administered through ADOT pursuant to an intergovernmental agreement (IGA) between the Town and ADOT; and WHEREAS the Town is empowered by A.R.S. §§ 9-240 and 11-952 to enter into this IGA; and WHEREAS the Mayor and Council of the Town of Marana feel it is in the best interests of the citizens of Marana to enter into the IGA addressed by this resolution. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the intergovernmental agreement between the State of Arizona by and through its Department of Transportation and the Town of Marana for procurement of Maxview advanced traffic signal management system licenses in substantially the form set forth on Exhibit A attached to and incorporated within this resolution by this reference is hereby approved, and the Mayor is authorized to execute it for and on behalf of the Town of Marana. IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, conditions and objectives of the IGA. 00080332.DOCX /1 Resolution No. 2022-041 - 1 - PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 3rd day of May 2022. ATTE �Y Cherry L. L wson, Town Clerk 00080332.DOCX /1 Resolution No. 2022-041 Mayor Ed Honea APPROVED AS TO FORM: Jane 'rall, Town Attorney -2- Exhibit A to Resolution No. 2022-041 ADOT CAR No.: IGA 22-0008541-I AG Contract No.: POO1 2022 000554 Project Location/Name: Regional Traffic Signal Program - Software Type of Work: Purchase Software Licenses Federal -aid No.: MRN-O(2O8)T ADOT Project No.: TO347 O1D/O1X TIP/STIP No.: 4.22 CFDA No.: 20.205 - Highway Planning and Construction Budget Source Item No.: INTERGOVERNMENTAL AGREEMENT BETWEEN THE STATE OF ARIZONA AND TOWN OF MARANA THIS AGREEMENT ("Agreement") is entered into this date , pursuant to the Arizona Revised Statutes ("A.R.S.") §§ 11-951 through 11-954, as amended, between the STATE OF ARIZONA, acting by and through its DEPARTMENT OF TRANSPORTATION (the "State" or "ADOT") and the TOWN OF MARANA, an Arizona municipal corporation (the "Town"). The State and the Town are each individually referred to as a "Party" and are collectively referred to as the "Parties." I. RECITALS 1. The State is empowered by A.R.S. § 28-401 to enter into this Agreement and has delegated to the undersigned the authority to execute this Agreement on behalf of the State. 2. The Town is empowered by A.R.S. § 9-240 to enter into this Agreement and has by resolution, a copy of which is attached and made a part of, resolved to enter into this Agreement and has authorized the undersigned to execute this Agreement on behalf of the Town. The purpose of this Agreement between the Town and the State is to allow the State to acquire federal funds for the procurement of 15 Maxview Advanced Traffic Signal Management System (ATMS) licenses, (the "Project" or "Equipment"). The Town currently has 24 traffic signals on the ATMS; the additional Equipment will allow the Town to connect the Town's remaining and future traffic signals to the ATMS. There is no new right of way required for the Project. The Project cost, shown in Exhibit A, is estimated at $61,000.00, which includes federal aid. With the aid and consent of the State and the Federal Highway Administration (FHWA), the Town will utilize the State's Procurement Process and ADOT Procurement contract(s), to enter into a contract with an authorized supplier who will provide the Equipment as outlined in the contract and approved plans to complete this Project. The Town will receive and install the Equipment at its own cost. The Town will be 00080336.DOC /1 Page 1 of 10 Exhibit A to Resolution No. 2022-041 IGA 22-0008541-I reimbursed up to a maximum allotment of $51,000.00, complete -in-place, as verified by ADOT. 4. The interest of the State in this Project is the acquisition of federal funds for the use and benefit of the Town and authorization of such federal funds for the Project pursuant to federal law and regulations. The State shall be the designated agent for the Town for the Project, if the Project is approved by FHWA and funds for the Project are available. THEREFORE, the Recitals set forth above and Exhibit A, attached hereto and made part hereof, are incorporated into this Agreement and in consideration of the mutual terms expressed herein, it is agreed as follows: II. SCOPE OF WORK 1. The Parties agree: a. The Project will be completed, accepted, and paid for in accordance with the requirements of the Project plans and specifications. b. The final Project amount may exceed the initial estimate(s) identified in Exhibit A, and in such case, the Town is responsible for, and agrees to pay, any and all actual costs exceeding the initial estimate. If the final Project amount is less than the initial estimate, the difference between the final bid amount and the initial estimate will be de -obligated or otherwise released from the Project. The Town acknowledges it remains responsible for actual costs and agrees to pay according to the terms of this Agreement. 2. The State will: a. Execute this Agreement, and if the Project is approved by FHWA and funds for the Project are available, be the Town's designated agent for the Project. b. If Project Development Administration ("PDA") costs exceed the estimate during the development of design, notify the Town, obtain concurrence prior to continuing with the development of design, and invoice, as determined by ADOT, the Town for additional costs to complete PDA for the Project. After the Project costs are finalized, invoice or reimburse the Town for the difference between actual costs and the amount the Town has already paid for PDA. c. Submit all required documentation pertaining to the Project to FHWA with the recommendation that the maximum federal funds programmed be approved for the procurement of the Project. d. After funding is authorized, the State will send a Notice to Proceed letter ("NTP") and ADOT Procurement will coordinate with the Town and solicit and enter into a contract(s) with authorized supplier(s) for the purchase of the Equipment. Instruct the vendor to deliver Equipment directly to the Town for final acceptance and to bill the Town directly. The Town will then enter into such contract(s) with such authorized supplier(s) for the purchase of the Equipment. 00080336.DOC /1 Page 2 of 10 Exhibit A to Resolution No. 2022-041 IGA 22-0008541-I e. Within 30 days after receipt, review, and approval of invoice(s) and documentation of payment for Equipment, reimburse the Town for eligible costs incurred not to exceed 80% of $51,0000.00, the programmed amount for the Project, as depicted in Exhibit A. After completion of final inspection, and within 30 days of receipt, review, and approval of the final invoice and documentation from the Town, reimburse the Town with the remaining federal funds approved and programmed as depicted in Exhibit A for this Project not to exceed $51,000.00. f. After notification of Project completion from the Town, perform final inspection, verify installation of all Equipment was performed and completed in compliance with State and FHWA requirements. g. Reserve the right to de -obligate federal funds should the Project go six months or more without being charged to. h. Not be obligated to complete or maintain the Project, should the Town fail to budget or provide for proper and perpetual maintenance as set forth in this Agreement. 3. The Town will: a. Designate the State as the Town's authorized agent for the Project. b. Agree to be responsible for actual PDA costs, if during the development of design, PDA costs exceed the initial estimate. Be responsible and pay for the difference between the estimated and actual PDA of the Project within 30 days of receipt of an invoice. c. Coordinate with the State during the procurement process, providing Equipment specifications to best ensure the requirements of the Project are met. d. Utilize the State's Procurement Process and the ADOT Procurement contract(s) developed and entered into for this Project. Issue a purchase order to the authorized supplier and install the Equipment acquired under this Agreement. e. Have 365 calendar days from award of contract to order the Equipment. Send the invoice to the State, and inform the State when the Equipment arrives so the State can inspect the Equipment. f. Make all payments directly to the vendor, and be responsible for all costs incurred for the purchase of the Equipment subject to reimbursement by the State as provided herein. g. Within 30 days after payment for the Equipment, submit an invoice, on ADOT's Progress Payment Report Form, Exhibit B, attached and made a part of this Agreement, including all back-up documentation, to the State for review and approval, of eligible costs incurred by the Town for the purchase of the Equipment, not to exceed 80% of the total programmed amount, $51,000.00, as depicted in Exhibit A. Any costs incurred prior to the date of the official NTP will not be eligible for reimbursement. 00080336.DOC /1 Page 3 of 10 Exhibit A to Resolution No. 2022-041 IGA 22-0008541-I h. Be responsible for the cost of installation and any costs exceeding the maximum federal funds available for the Project. Should costs be deemed ineligible or exceed the maximum federal funds available, it is understood and agreed that the Town is responsible for these costs; payment for these costs shall be made within 30 days of receipt of an invoice from the State. i. Install the Equipment acquired under this Agreement within one year of receipt of Equipment and maintain all Project improvements provided for the life of the Equipment. Keep complete records of all Equipment installed per this Project in a manner consistent with State and FHWA requirements. j. Notify the State when all Equipment has been installed and is ready for inspection; coordinate final inspection of the Project with the State. After completion of final inspection, invoice the State, on the Progress Payment Report Form, Exhibit B, for the remaining federal funds programmed as depicted in Exhibit A for this Project for a total not to exceed $51,000.00. k. Certify that the Town has adequate resources to discharge the Town's real property related responsibilities and ensures that its Title 23 -funded projects are carried out using the FHWA approved and certified ADOT Right of Way Procedures Manual and that they will comply with current FHWA requirements whether or not the requirements are included in the FHWA approved ADOT Right of Way Procedures Manual. (23 CFR 710.201) Automatically grant to the State, by execution of this Agreement, its agents and/or contractors, without cost, the temporary right to enter Town rights of way, as required, to conduct any and all Equipment inspection related activities for the Project, on, to and over said Town rights of way. This temporary right will expire with completion of the Project. III. MISCELLANEOUS PROVISIONS 1. This Agreement shall become effective upon signing and dating of the Determination Letter by the State's Attorney General. 2. Any change or modification to the Project will only occur with the mutual written consent of both Parties. 3. The terms, conditions and provisions of this Agreement shall remain in full force and effect until completion of the Project and all related deposits and/or reimbursements are made. Any provisions for maintenance shall be perpetual, unless assumed by another competent entity. 4. This Agreement may be cancelled at any time up to 30 days before the award of the Project contract, so long as the cancelling Party provides at least 30 days' prior written notice to the other Party. It is understood and agreed that, in the event the Town terminates this Agreement, the Town shall be responsible for all costs incurred by the State up to the time of termination. It is further understood and agreed that in the event the Town terminates this Agreement, the State shall in no way be obligated to complete or maintain the Project. 00080336.DOC /1 Page 4 of 10 Exhibit A to Resolution No. 2022-041 IGA 22-0008541-I 5. The Town shall indemnify, defend, and hold harmless the State, any of its departments, agencies, officers or employees (collectively referred to in this paragraph as the "State") from any and all claims, demands, suits, actions, proceedings, loss, cost and damages of every kind and description, including reasonable attorneys' fees and/or litigation expenses (collectively referred to in this paragraph as the "Claims"), which may be brought or made against or incurred by the State on account of loss of or damage to any property or for injuries to or death of any person, to the extent caused by, arising out of, or contributed to, by reasons of any alleged act, omission, professional error, fault, mistake, or negligence of the Town, its employees, officers, directors, agents, representatives, or contractors, their employees, agents, or representatives in connection with or incident to the performance of this Agreement. The Town's obligations under this paragraph shall not extend to any Claims to the extent caused by the negligence of the State, except the obligation does apply to any negligence of the Town which may be legally imputed to the State by virtue of the State's ownership or possession of land. The Town's obligations under this paragraph shall survive the termination of this Agreement. The cost of the Project under this Agreement is to be covered by the federal funds programmed for this Project, up to the maximum available. The Town acknowledges that actual Project costs may exceed the maximum available amount of federal funds, or that certain costs may not be accepted by FHWA as eligible for federal funds. Therefore, the Town agrees to pay the difference between actual costs of the Project and the federal funds received. 7. Should the federal funding related to this Project be terminated or reduced by the federal government, or Congress rescinds, fails to renew, or otherwise reduces apportionments or obligation authority, the State shall in no way be obligated for funding or liable for any past, current or future expenses under this Agreement. 8. The cost of the Project under this Agreement includes indirect costs approved by FHWA, as applicable. 9. The Parties warrant compliance with the Federal Funding Accountability and Transparency Act of 2006 and associated 2008 Amendments (the "Act"). Additionally, in a timely manner, the Town will provide information that is requested by the State to enable the State to comply with the requirements of the Act, as may be applicable. 10. The Town acknowledges and will comply with Title VI of the Civil Rights Act Of 1964. 11. The Town acknowledges compliance with federal laws and regulations and may be subject to the CODE OF FEDERAL REGULATIONS, TITLE 2, PART 200 (also known as The Uniform Grant Guidance). Entities that expend $750,000.00 or more (on or after 12/26/14) of federal assistance (federal funds, federal grants, or federal awards) are required to comply by having an independent audit in accordance with §200.331 Subpart F. Either an electronic or hardcopy of the Single Audit is to be sent to Arizona Department of Transportation Financial Management Services within the required deadline of nine months of the sub recipient fiscal year end. ADOT - FMS Attn: Cost Accounting Administrator 206 S 17th Ave. Mail Drop 204B 00080336.DOC /1 Page 5 of 10 Exhibit A to Resolution No. 2022-041 IGA 22-0008541-I Phoenix, AZ 85007 SingleAudit@azdot.gov 12. This Agreement shall be governed by and construed in accordance with Arizona laws. 13. This Agreement may be cancelled in accordance with A.R.S. § 38-511. 14. The Town shall retain all books, accounts, reports, files and other records relating to the Agreement for five years after completion of the Project. These documents shall be subject at all reasonable times to inspection and audit by the State. Such records shall be produced by the Town at the request of ADOT. 15. This Agreement 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. The Parties to this Agreement shall comply with Executive Order Number 2009-09 issued by the Governor of the State of Arizona and incorporated in this Agreement by reference regarding "Non -Discrimination." 16. Non -Availability of Funds: Every obligation of the Parties under this Agreement is conditioned upon the availability of funds appropriated or allocated for the fulfillment of such obligations. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by either Party at the end of the period for which the funds are available. No liability shall accrue to either Party in the event this provision is exercised, and the Parties shall not be obligated or liable for any future payments as a result of termination under this paragraph. 17. In the event of any controversy, which may arise out of this Agreement, the Parties agree to abide by arbitration as is set forth for public works contracts if required by A.R.S. § 12-1518. 18. The Parties shall comply with the applicable requirements of A.R.S. § 41-4401. 19. The Parties shall certify that all contractors comply with the applicable requirements of A.R.S. §35-393.01. 20. The Parties shall comply with all applicable laws, rules, regulations and ordinances, as may be amended. 21. All notices or demands upon any Party to this Agreement shall be in writing and shall be delivered electronically, in person, or sent by mail, addressed as follows: For Agreement Administration: Arizona Department of Transportation Joint Project Agreement Section 205 S. 17th Avenue, Mail Drop 637E Phoenix, AZ 85007 1PABranch@azdot.gov For Project Administration: Arizona Department of Transportation 00080336.DOC /1 Page 6 of 10 Town of Marana Attn: Diahn L. Swartz, PE, PTOE 5100 W. Ina Rd Tucson, AZ 85743 520.382.2675 dswartz@maranaaz.gov Town of Marana Exhibit A to Resolution No. 2022-041 IGA 22-0008541-I Project Management Group Attn: Diahn L. Swartz, PE, PTOE 205 S. 171h Avenue, Mail Drop 614E 5100 W. Ina Rd Phoenix, AZ 85007 Tucson, AZ 85743 PMG@azdot.gov 520.382.2675 dswartz@maranaaz.gov For Financial Administration: Arizona Department of Transportation Project Management Group 205 S. 17th Avenue, Mail Drop 614E Phoenix, AZ 85007 PMG(@azdot.gov Town of Marana Attn: Diahn L. Swartz, PE, PTOE 5100 W. Ina Rd Tucson, AZ 85743 520.382.2675 dswartz@maranaaz.gov 22. Any revisions to the names and addresses above may be updated administratively by either Party and shall be in writing. 23. In accordance with A.R.S. § 11-952 (D), attached and incorporated in this Agreement is the written determination of each Party's legal counsel that the Parties are authorized under the laws of this State to enter into this Agreement and that the Agreement is in proper form. 00080336.DOC /1 Page 7 of 10 Exhibit A to Resolution No. 2022-041 IGA 22-0008541-I IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective upon the full completion of signing and dating by all Parties to this Agreement. TOWN OF MARANA By Date ED HONEA Mayor ATTEST: Date CHERRY LAWSON Town Clerk I have reviewed the above referenced Intergovernmental Agreement between the State of Arizona, acting by and through its DEPARTMENT OF TRANSPORTATION, and the TOWN OF MARANA, an agreement among public agencies which, has been reviewed pursuant to A.R.S. §§ 11-951 through 11-954 and A.R.S. § 9-240 and declare this Agreement to be in proper form and within the powers and authority granted to the Town under the laws of the State of Arizona. No opinion is expressed as to the authority of the State to enter into this Agreement. Approved as to Form: By Date Town Attorney 00080336.DOC /1 Page 8 of 10 Exhibit A to Resolution No. 2022-041 IGA 22-0008541-I ARIZONA DEPARTMENT OF TRANSPORTATION By Date STEVE BOSCHEN, PE Division Director A.G. Contract No. (ADOT IGA 22-0008541), an Agreement between public agencies, the State of Arizona and the Town of Marana, has been reviewed pursuant to A.R.S. §§ 11-951 through 11-954 and A.R.S. § 28-401, by the undersigned Assistant Attorney General who has determined that it is in the proper form and is within the powers and authority granted to the State of Arizona. No opinion is expressed as to the authority of the remaining Parties, other than the State or its agencies, to enter into said Agreement. :A Assistant Attorney General Date 00080336.DOC /1 Page 9 of 10 Exhibit A to Resolution No. 2022-041 IGA 22-0008541-I EXHIBIT A Cost Estimate T0347 01D/01X The Project costs are estimated as follows: ADOT Project Development Administration (PDA) Cost: Federal -aid funds @ 100% $ 10,000.00 Procurement: Federal -aid funds @ 100% $ 51,000.00 Estimated TOTAL Project Cost $ 61,000.00 Total Federal Funds $ 61,000.00 00080336.DOC /1 Page 10 of 10