IGA ASU DECISION THEATER NETWORK MARICOPA COUNTY.DOCX

INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE ARIZONA BOARD OF REGENTS AND MARICOPA COUNTY
(C-36-18-008-M-00)
ASU Reference No. FP00011565
This Intergovernmental Agreement (Agreement or IGA) is made and entered into by and between Maricopa
County, a political subdivision of the State of Arizona, for and on behalf of the Maricopa County Recorder
(Recorder), and the Arizona Board of Regents, for and on behalf of Arizona State University and its Decision
Theater Network (ASU).
PURPOSE OF THE AGREEMENT
ASU has developed an automated, non-partisan, web-based Polling Place and Mapping Optimization Tool, that is
hosted by ASU at ASU’s Decision Theater® (the Tool). Recorder provided information and advice to ASU with
respect to the development and uses of the Tool, and now desires to use the Tool, as a licensee, on a pilot, proof
of concept, and beta test basis (the Pilot), and ASU desires to license the Tool to Recorder for use in the Pilot. The
Pilot is of mutual interest to the Recorder and ASU and furthers the educational, scholarship, and research
objectives of ASU as a nonprofit, tax-exempt, educational institution.
STATUTORY AUTHORIZATION
The Parties are authorized to enter into this Agreement with one another pursuant to Arizona Revised Statutes
(A.R.S). §§ 11-201, 11-251(3), 11-951, et seq., and 15-1625(B).
TERMS OF THE AGREEMENT
1. Pilot and License. Subject to the terms of this Agreement, ASU grants to Recorder a non-exclusive, non-
transferable, fully-paid-up limited license to use the Tool to conduct the Pilot. Recorder will use the Tool with and
to optimize its polling place and mapping activities.
2. Consideration. Recorder will not be responsible for any payments to ASU for the Pilot or the Tool under this
Agreement. Each party will be responsible for all of its costs and expenses incurred associated with conducting
the Pilot and providing the Deliverables. Consideration for the license includes the valuable Feedback Recorder
has and will continue to provide to ASU regarding the Tool, including any suggested enhancements to the Tool.
3. Term and Termination. This Agreement and the Pilot commence on the date of the last signature of both
parties, and will continue for 12 months thereafter, unless sooner terminated as set forth herein (the Term). Either
party may terminate this Agreement for any reason upon 30 days’ prior written notice to the other. All provisions
of this Agreement that anticipate performance after termination, and all provisions necessary to interpret and
enforce them, will survive termination of this Agreement. This Agreement may be modified or extended at any
time by mutual written consent of the parties.
4. Independent Contractor. Recorder is an independent contractor. Neither Recorder nor any of Recorder’s
agents, employees, contractors or subcontractors, nor any of its or their employees or subcontractors (collectively,
with Recorder, the Recorder Parties), will be employees, agents, or partners of ASU. Recorder will provide all
tools, equipment, and supplies Recorder determines to be necessary to perform the Pilot.
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5. Records and Reports. Recorder will provide ASU interim reports concerning the performance of the Pilot as
and when ASU may request. Upon termination of the Term, Recorder will, if requested by ASU, provide a final
written report regarding the Pilot.
6. Intellectual Property/Licensing/Ownership.
(a) As between the parties, all rights, including all Intellectual Property rights, and title in and to the Tool, and
all updates, modifications, derivatives, improvements, and enhancements of or to the Tool, are and will remain the
property of ASU. Recorder does not and will not hold or acquire any rights to the Tool other than those expressly
granted herein. The Tool contains proprietary information and Intellectual Property owned by ASU. ASU warrants
to Recorder that ASU owns or has sufficient rights in the Tool to enter into and perform ASU’s obligations under
this Agreement, and to its knowledge, the Tool will not infringe on or violate the Intellectual Property rights of
any third parties.
(b) As part of the Pilot, the Recorder Parties who have been using the Tool as part of the Pilot (Participants)
will provide feedback to ASU regarding the Tool, including any suggestions on improving the Tool (Feedback).
Feedback includes Intellectual Property that any of the Recorder Parties may make, conceive, discover, develop
or create in connection with the Pilot using the Tool.
(c) All copyrightable Feedback will be considered “Work Made for Hire” under the U.S. Copyright Act, 17
U.S.C. § 101, et seq. To the extent that any copyrightable Feedback is not considered work made for hire for ASU (or
if ownership of all rights therein does not otherwise vest exclusively in ASU), Recorder hereby irrevocably assigns,
and will cause the Recorder Parties to so assign, without further consideration, to ASU all right, title and interest
to all Feedback. Recorder will make full and prompt disclosure of the Feedback to ASU. All Feedback will be
owned by ASU.
(d) During and after the Term, Recorder will, and will cause the Recorder Parties, as and when requested by
ASU, to do such acts, and sign such instruments to vest in ASU the entire right, title and interest to all Feedback,
and to enable ASU to prepare, file, and prosecute applications for, and to obtain patents and/or copyrights on, the
Feedback, and, at ASU’s expense, to cooperate with ASU in the protection and/or defense of the Feedback.
(e) ASU will not acquire any rights or title in or to any content or data, including voter data, that the Recorder
makes available through the Tool, or used by Recorder in connection with the Tool (the Recorder Data). As
between the Parties, Recorder will remain the sole owner of all Recorder Data, as well as all output and analytics
generated by the Tool using the Recorder Data.
(f) Notwithstanding the foregoing, Recorder grants to ASU an irrevocable right and license to use all output
and analytics generated by the Tool, even if generated using the Recorder Data, but only to the extent the output
and analytics are aggregated and de-identified. To be considered de-identified, all direct and indirect personal
identifiers must be removed, including names, ID numbers, and dates of birth. ASU will not attempt to re-identify
or de-aggregate de-identified or aggregated information.
(g) Recorder will not make, either solely or jointly with any other person or persons, including ASU, any
changes or additions to, or derivatives of, the Tool (Derivative Works). However, to the extent any Derivative
Works are created, they will be owned by ASU and Recorder hereby irrevocably assigns to ASU all right, title and
interest to the Tool and all Derivative Works. Recorder will promptly discolose to ASU any Derivative Works it
creates or becomes aware of.
(h) Intellectual Property means any and all inventions, designs, original works of authorship, formulas,
processes, compositions, programs, databases, data, technologies, discoveries, ideas, writings, improvements,
procedures, techniques, know-how, and all patent, copyright, Derivative Works, and other intellectual property
rights (and goodwill) relating to the foregoing.
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7. Publications. Under ASU policy the results of work performed under this Agreement must be publishable.
ASU and its employees and students engaged in work regarding the Pilot and the Tool will be free to present at
symposia or professional meetings, and to publish in journals, theses or dissertations, or otherwise of their own
choosing, methods and results of the work performed under this Agreement. In addition, with prior consent from
ASU, Recorder may present at symposia or professional meetings, and publish in journals, or otherwise of its own
choosing, information regarding the Pilot, the Tool, and its uses by the Recorder. All publications and presentations
will fully and properly give attribution to the other party for the other party’s contributions and the ownership of
the Tool.
8. Disclaimers. Recorder’s use of the Tool is on an as is where is basis. Except as may be set forth in this
Agreement, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, with
respect to the Tool, the Pilot, or any services provided.
Neither party will have any liability to the other arising out of or related to the Tool or this Agreement for any
direct or indirect damages, including lost profits, lost data, goodwill or indirect, incidental, consequential, special,
or punitive damages, whether in contract or tort and regardless of the theory of liability, even if a party has been
advised of the possibility of such damages.
9. Entire Agreement; Amendments. This Agreement constitutes the entire understanding between the parties
relating to the subject matter hereof, and supersedes any other agreement or understanding between the parties. No
amendment or modification to this Agreement will be valid or binding upon the parties unless made in writing and
signed by each party. This Agreement may be executed in counterparts, each of which will be deemed an original.
If any part of this Agreement is 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.
10. Assignment. Neither party may assign any rights hereunder without the written, prior consent of the other.
11. Responsibility. Each party will be responsible for the negligence, acts, and omissions of its employees and
contractors when acting under such party’s direction and supervision. Other than for employees and contractors
acting under ASU’s direction and supervision, ASU is not responsible for any actions of any third parties, including
its students.
12. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State
of Arizona. In addition, ASU’s obligations are subject to the policies of the Arizona Board of Regents.
13. Cancellation for Nonappropriations. If ASU’s performance under this Agreement depends on the
appropriation of funds by the Arizona Legislature, and if the Legislature fails to appropriate the funds necessary
for performance or reduces ASU’s appropriation during the fiscal year, then ASU may provide written notice of
this to Recorder and reduce the scope of this Agreement or cancel this Agreement without further obligation of
ASU. Appropriation is a legislative act and is beyond the control of ASU.
14. Conflict of Interest. Pursuant to A.R.S. §38-511, the parties may cancel this Agreement without penalty or
further obligation within 3 years after execution of this Agreement, if any person significantly involved in
initiating, negotiating, securing, drafting or creating this Agreement on behalf of either party is at any time while
this Agreement or any extension of this Agreement is in effect, an employee or agent of the other party in any
capacity or consultant to the other party with respect to the subject matter of this Agreement.
15. Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to
this Agreement, the parties 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. Further, pursuant to A.R.S. §12-1518, and subject
to the Arizona Board of Regents’ Policy 3-809, the parties will use mandatory arbitration of any legal action that
is filed in the Arizona superior court concerning a controversy arising out of this Agreement, if required by A.R.S.
§12-133.
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16. Insurance. ASU maintains general liability insurance and worker’s compensation coverage as required by
state law and pertinent federal laws and regulations under the State of Arizona Risk Management Plan.
17. Nondiscrimination. The parties will comply with all applicable state and federal laws, rules, regulations and
executive orders governing equal employment opportunity, immigration and nondiscrimination, including the
Americans with Disabilities Act. If applicable, the parties will abide by the requirements of 41 CFR §§ 60-1.4(a),
60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their
status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based
on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and
subcontractors take affirmative action to employ and advance in employment individuals without regard to race,
color, religion, sex, national origin, protected veteran status or disability.
18. Notices. All notices and communications required or permitted under this Agreement will be in writing and
will be given by personal delivery against receipt (including private courier service such as FedEx), or United
States Mail. All notices and communications will be sent to the addresses set forth below or to such other address
as the parties may specify in the same manner:
For ASU: Office for Research & Sponsored Pilots Administration
Arizona State University
P.O. Box 876011
Tempe, Arizona 85287-6011
e-mail: asu.awards@asu.edu
For the Recorder: Adrian Fontes, Maricopa County Recorder
Maricopa County Recorder
111 S. 3rd Ave
Phoenix, AZ 85003
Email: afontes@risc.maricopa.gov
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives on the respective dates entered below.
ARIZONA BOARD OF REGENTS FOR AND ON BEHALF OF
ARIZONA STATE UNIVERSITY
By:
Name:
Title: Director Research Administration
Date Signed:
MARICOPA COUNTY
By:
Steve Chucri, Chairman
Maricopa County Board of Supervisors
Date Signed:
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ATTEST BY:
By:
Fran McCarroll
Clerk of the Board
Date:
IGA DETERMINATION – ASU
This IGA, which is an agreement between public agencies, has been reviewed pursuant to A.R.S. §11-951, et seq.
by the undersigned, who has determined that it is in the proper form and is within the power and authority granted
under the laws of the State of Arizona to those parties to the Agreement represented by Legal Counsel for Arizona
State University.
APPROVED AS TO FORM:
Office of General Counsel for Arizona State University
IGA DETERMINATION – MARICOPA COUNTY
This IGA, which is an agreement between public agencies, has been reviewed pursuant A.R.S. §11-951, et seq. by
the undersigned, who has determined that it is in the proper form and is within the power and authority granted
under the laws of the State of Arizona to those parties to the Agreement represented by Maricopa County.
APPROVED AS TO FORM:
Maricopa County Attorney’s Office
Colleen Connor, Deputy County Attorney
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