IGA RE TOBACCO USE PREV IGNITE WITH ASU.PDF

INTERGOVERNMENTAL AGREEMENT
MAR1COPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
1. Agreement No: C-86-16- 2. Agreement Type: Fee-for-Service
3. Agreement Amount: $8,000.00 4. Purpose: Influence, Guide, Network for Intercollegiate
Tobacco Education (IGNITE)
5. Start Date: November 7, 2016 6. Expiration Date: June 30, 2017
This Agreement is entered into by and between the Arizona Board of Regents, a body corporate (ABOR), for and on behalf of
Arizona State University (ASU) (referred to herein as "Contractor"), and Maricopa County, by and through its Department of Public
Health (MCDPH) (referred to herein as "County"). Contractor and the County are collectively referred to herein as the "Parties"
and individually as a Tarty.' Contractor, for and in consideration of the covenants and conditions set forth herein, shall provide
and perform the services as set forth below. All rights and obligations of the Parties shall be governed by the terms of this
Agreement, its exhibits, attachments, and appendices, including any subcontracts or amendments as set forth herein and in:
Section 1 General Provisions Section III Work Statement
Section II Special Provisions Section IV Compensation
This Agreement contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise,
regarding the subject matter of this Agreement shall be deemed to exist or to bind the Parties. Nothing in this Agreement shall
be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or the Contractor in any
state or federal court.
Legal Notice under this Agreement shall be given by personal delivery or by registered or certified mail, postage prepaid, return
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
otherwise indicated in the notice.
Notice to Contractor: ORSPA ASU Phone (480) 965-1427
Address: Attn: Karen Moses Office for Research & Sponsored Projects P.O. Box 876011, Tempe, AZ 85287-6011
Notice to County: MCDPH Grants/Contract Unit Phone: (602) 372-0675
Address: 4041 North Central Avenue, Ste #1400, Phoenix, Arizona 85012
IN WITNESS WHEREOF, the Parties enter into this Agreement:
ARIZONA BOARD OF REGENTS, a body corporate, for MARICOPA COUNTY BOARD OF SUPERVISORS
and on behalf of Arizona State University
Signature Signature
Name egther Clark Name
Associate Director, Research
Title Administration Title Chairman, Board of Supervisors
Date Date
ATTEST:
Signature
Clerk of the Board
Date
Pursuant to A.R.S. § 11-952, the undersigned public agency Pursuant to A.R.S. § 11-952, the Attorney for the Board of
attorney has determined that this Intergovernmental Agreement Supervisors has determined that this Intergovernmental
is in proper form and is within the powers and authority granted Agreement is within the powers and authority granted under the
under the laws of the State of Arizona. laws of the State of Arizona.
Signature Signature
Attorney for Maricopa County
Date Date
1

SECTION I GENERAL PROVISIONS
1. EFFECT
To the extent the Special Provisions are in conflict with the General Provisions, the Special
Provisions shall control. To the extent the Work Statement(s) and the Special or General
Provisions are in conflict, the Work Statement(s) shall control,
2. DEFINITIONS
As used throughout this Agreement, the following terms shall have the following meanings:
A. Agreement means this document and all attachments and amendments hereto.
B. Contractor means the person, firm or organization listed on the Cover Page of
this Agreement.
C. County means Maricopa County, Arizona.
D. Department means the Maricopa County Department of Public Health.
E, Funding Source means any federal, State, or private agency funding source,
which may impose conditions on the funding that will be passed on to the
Contractor.
3. GENERAL REQUIREMENTS
A. The terms of this Agreement shall be construed in accordance with Arizona law.
Any lawsuit arising out of this Agreement shall be brought in the appropriate court
in Maricopa County,
B. The Contractor shall, without limitation, obtain and maintain all licenses, permits,
and authority necessary to do business, render services, and perform work under
this Agreement, and shall comply with all laws regarding unemployment insurance,
disability, and workers' compensation.
C. The Contractor is an independent contractor in the performance of work and the
provision of services under this Agreement and is not to be considered an officer,
employee, or agent of the County.
4. AMENDMENTS
All Amendments to this Agreement must be in writing and signed by authorized persons
for both Parties. All amendments shall clearly state the effective date of the action.
5. RETENTION OF RECORDS
A. This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the Contractor that relate to
this Agreement.
B. As required by A.R.S. 35-214, the Contractor shall retain all financial books,
records, and other documents related to this Agreement for five (5) years after final
payment or until after the resolution of any audit questions, which could be more
than five (5) years, whichever is longer. County, federal, or State auditors, and
2

SECTION I GENERAL PROVISIONS
any other persons duly authorized by the County, shall have full access to and the
right to examine, copy and make use of any and all such financial books, records
and other documents. The records will be provided at Arizona State University,
Tempe, Arizona, or another location designated by ASU on reasonable notice to
the County.
6. ASSIGNMENT AND SUBCONTRACTING
No rights, liability, obligations or duties under this Agreement may be assigned, delegated,
or subcontracted without the prior written approval of the County.
7. AGREEMENT COMPLIANCE MONITORING
County shall monitor the Contractors compliance with, and performance under, the terms
and conditions of this Agreement. On-site visits for compliance monitoring may be made
by the County and/or its grantor agencies at any time during the Contractors normal
business hours, with not less than two business days' prior notice given to Contractor.
During an on-site visit, the Contractor shall make its records and documents related to
work performed or services provided under this Agreement available to the County for
inspection and copying.
8. AVAILABILITY OF FUNDS
A. The provisions of this Agreement relating to the payment for services shall become
effective when funds assigned for the purpose of compensating the Contractor, as
provided herein, are actually available to the County for disbursement. The County
shall be the sole authority in determining the availability of funds under this
Agreement and the County shall keep the Contractor fully informed as to the
availability of funds. The County will not authorize any services under this
Agreement unless it has funds available to pay for such services and County will
remain responsible for payment of all services so authorized.
B. If any action is taken by any State agency, federal department, or any other agency
or instrumentality to suspend, decrease, or terminate its fiscal obligations under or
in connection with this Agreement, the County may amend, suspend, decrease, or
terminate its obligations under or in connection with this Agreement, subject to
subparagraph A. above. If this Agreement is terminated, the County shall be liable
for payment only for services rendered prior to the effective date of the termination,
provided that such services are performed in accordance with the provisions of this
Agreement. The County shall give written notice of the effective date of any
suspension, amendment, or termination under this section at least ten (10) days in
advance.
C. In accordance with A.R.S. § 35-154, if Contractor'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, then
Contractor may provide written notice of this to County and cancel this Agreement
without further obligation of either Party. Appropriation is a legislative act and is
beyond the control of the Contractor.
9. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
A. The Contractor shall, during the term of this Agreement, promptly inform the
3

SECTION 1 GENERAL PROVISIONS
County in writing of the award of any other contract or grant where the award of
such contract or grant may affect either the direct or indirect costs being paid or
reimbursed under this Agreement.
B. County may request, and the Contractor shall provide within a reasonable time,
not exceeding ten (10) working days, a copy of such other contract or grant, when„
in the opinion of the County, the award of the contract or grant may affect the costs
being paid or reimbursed under this Agreement.
C. If the County determines that the award to the Contractor of such other contract or
grant has affected the costs being paid or reimbursed under this Agreement, the
County shall prepare an amendment to this Agreement effecting a cost adjustment.
If the Contractor disputes the proposed cost adjustment, the dispute shall be
resolved pursuant to the "Disputes" clause section contained herein.
10. DEFAULT
Either Party may suspend, modify, or terminate this Agreement immediately upon giving
written notice to the other Party if the other Party fails to perform under or otherwise
breaches any obligation under this Agreement, or upon the occurrence of any event that
may jeopardize the ability of the other Party to perform any of its obligations under this
Agreement,
11. TERMINATION
A. Either Party may terminate this Agreement at any time by giving the other Party at
least thirty (30) calendar days prior written notice. The notice shall be given by
personal delivery or by registered or certified mail, postage prepaid, return receipt
requested. Additionally, the terminating Party will give the other Party a courtesy
email per the Notices section advising of the pending termination.
B. This Agreement may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
C. The County may terminate this Agreement upon twenty-four (24) hours' notice
when the County deems the health or welfare of a patient is endangered or the
Contractor's non-compliance jeopardizes funding source financial participation. if
not terminated by one of the above methods, this Agreement will terminate upon
the expiration date of this Agreement as stated on the Cover Page of this
Agreement.
D. If County terminates this Agreement prior to the expiration date, County will remain
responsible for payment to Contractor for all work and services performed through
the date of termination and for reimbursement to Contractor of all non-cancelable
commitments incurred in the performance of the work and/or services. Upon
termination, property purchased in furtherance of this Agreement will remain the
property of the purchasing Party, unless expressly specified otherwise.
12. SEVERABILITY
Any provision of this Agreement that is determined to be invalid, void, or illegal by a court
shall in no way affect, impair, or invalidate any other provision hereof, and the remaining
provisions shall remain in full force and effect.
4

SECTION 1 GENERAL PROVISIONS
13. STRICT COMPLIANCE
The waiver of a breach hereunder may be effected only by a writing signed by the waiving
Party and will not constitute, or be held to be, a waiver of any other or subsequent breach
or to affect in any way the effectiveness or enforceability of the provision in question.
14. NON-LIABILITY
Neither Party and its officers, representaflves, agents, and employees shafl not be liable
for any act or omission by the other Party or any subcontractor, employee, officer, agent,
or representative of the other Party or any subcontractor occurring in the performance of
this Agreement, nor shall a Party be liable for purchases or contracts made by the other
Party or any subcontractor in connection with this Agreement.
15. INDEMNITY
Each Party (as "Indennnitor") agrees to indemnify, defend, and hold harmless the other
Party (as "Indemnitee") from and against all claims, losses, liability, costs, and expenses
(including reasonable attorneys' fees) (hereinafter collectively referred to as "Claims")
arising out of bodily injury of any person (including death) or property damage, but only to
the extent that such Claims, which result in vicarious liability to Inclennnitee, are caused by
the act, omission, negligence, misconduct, or other fault of I ndennnitor, its officers, agents,
employees, or authorized volunteers.
16. COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no person or entity has been employed or retained to solicit
or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee. For breach or violation of this warranty, the
County may immediately terminate this Agreement without liability.
17. SAFEGUARDING CLIENT INFORMATION
The use or disclosure by any Party of any information under this Agreement is directly
limited to the performance of this Agreement.
18. RIGHTS IN DATA
The Parties shall have the use of data and reports resulting from this Agreement without
cost or other restriction, except as otherwise provided herein or by law. Each Party shall
supply to the other Party, upon request, any available information known to the supplying
Party that is relevant to this Agreement and to the performance hereunder.
19. NON-DISCRIMINATION
Each Party, in connection with any service or other activity under this Agreement, shall
not in any way discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, disability, affiliation or belief. The Contractor shall include this clause
in all of its subcontracts related to this Agreement. 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
5

SECTION 1 GENERAL PROVISIONS
discrimination against all individuals based on their race, color, religion, sex or
national origin. Moreover, 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.
20. EQUAL EMPLOYMENT OPPORTUNITY
Neither Party will not discriminate against any employee or applicant for employment
because of race, age, disability, color, religion, sex, or national origin. Each Party shall
take affirmative action to insure that applicants are employed and that employees are
treated during employment without regard to their race, age, disability, color, religion, sex,
or national origin. Such action shall include, but is not limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-
off or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. Each Party shall, to the extent such provisions apply, comply
with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, at
seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, at seq.); the Age
Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, at seq.); the
Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) ('IRCA"); and Arizona
Executive Order 2009-09, which mandates that all persons shall have equal access to
employment opportunities. Each Party shall also comply with all applicable provisions of
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, at seq.).
21. RIGHT OF PARTIAL CANCELLATION
If more than one activity is funded by this Agreement, the County reserves the right to
terminate this Agreement or any part thereof based on the Contractor's failure to perform
any part of this Agreement without impairing, invalidating or canceling the remaining Work
Statement obligations. In such event, Section 11..D. will apply with respect to the canceled
activity.
22. RIGHT TO EXTEND AGREEMENT
Subject to the availability of funds and acceptable Contractor performance, the Contractor
hereby acknowledges and agrees that the County shall have the right to request an
extension of this Agreement for additional one-year periods, not to exceed a total extended
term of five (5) years, except that the cost will be subject to renegotiation. Any extension
of this Agreement shall be in writing mutually acceptable to the County and the Contractor
and signed by both Parties:
23. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A. The undersigned, an authorized representative of the Contractor, certifies, to the
best of his or her knowledge and belief, that the Contractor, defined as the primary
participant in accordance with 45 C.F.R. Part 76, and its principals:
1) are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
2) have not within the 3-year period preceding this Agreement been convicted of
or had a civil judgment entered against them for the commission of fraud or a
6

SECTION I GENERAL PROVISIONS
criminal offense in connection with obtaining, attempting to obtain, or performing a
public (federal, State or local) transaction or contract under a public transaction;
violation of federal or State antitrust statues or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false statements, or
receiving stolen property;
3) are not presently indicted or otherwise criminally or civilly charged by a
government entity (federal, State or local) with the commission of any of the
offenses enumerated in paragraph (2) of this certification; and
4) have not within the 3-year period preceding this Agreement had one or more
public transactions (federal, State or local) terminated for cause or default.
B. If the Contractor is not able to provide this certification, an explanation as to why
shall be attached to this Agreement.
C. The Contractor shall include, without modification, this Paragraph in all lower tier
covered transactions (i.e., transactions with subcontractors) and in all solicitations
for lower tier covered transactions related to this Agreement.
26. E-VERIFICATION OF EMPLOYEES
Each Party warrants that it is in compliance with A.R.S. § 41-4401 and further
acknowledges:
A. That it and its subcontractors, if any, warrant their compliance with all federal
immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214;
That a breach of the warranty under subsection A above shall be deemed a
material breach of this Agreement that entitles the other Party to, among other
things, immediately terminate this Agreement without liability;
C. That the other Party and any contracting government entity retains the legal right
to inspect the papers of any contractor or subcontractor employee who works on
this Agreement to ensure that the contractor or subcontractor is complying with the
warranty provided under subsection A above and that the contractor agrees to
make all papers and employment records of said employee(s) available during
normal working hours in order to facilitate such an inspection;
D. That nothing herein shall make any contractor or subcontractor an agent or
employee of the County or contracting government entity.
7

SECTION II SPECIAL PROVISIONS
1. EFFECT
To the extent that the Special Provisions are in conflict with the General Provisions, the
Special Provisions shall control. To the extent that the Work Statement(s) are in conflict
with the Special or General Provisions, the Work Statement(s) shall control.
2. DISPUTES
Except as otherwise provided by law, or otherwise specifically agreed to by the Parties,
any dispute not involving a question of law arising out of this Agreement that is not
resolved between the Parties within a reasonable time, which shall not exceed sixty (60)
days, shall be resolved as follows:
A. Disputes must be filed with the person administering this Agreement for the
County, if one has been appointed, or, if not, with the Procurement Officer, within
ten (10) days from the date the Parties knew or should have known the basis of
the dispute.
B. The person administering this Agreement or the Procurement Officer, as
applicable, shall respond in writing to the dispute within fourteen (14) days.
C. The Contractor may abide by the decision or may appeal the decision to the
Director of the MCDPH within seven (7) days.
This Paragraph shall not apply to claims arising from bodily injury, death, or property
damage.
As required by A.R.S. § 12-1518, the Parties agree to make use of arbitration in disputes
that are subject to mandatory arbitration pursuant to A.R.S. § 12-133.
3. CHANGES
A. The County may, at any time, by written order, make changes within the general
scope of this Agreement in any one or more of the following areas:
1. Work Statement activities reflecting changes in funding source or County
regulations, policies, or requirements.
2. Administrative requirements, such as changes in reporting periods,
frequency of reports, or report formats, required by funding source or
County regulations, policies, or requirements.
3. Contractor reimbursement schedules and/or program budgets.
B. The order will not increase or decrease the maximum reimbursable amount to be
paid the Contractor. Additionally, the order will not direct substantive changes in
services to be rendered by the Contractor.
C. Any dispute or disagreement caused by such order shall constitute a "Dispute"
within the meaning of the Disputes Clause of the Special Provisions of this
Agreement and shall be administered accordingly.
4. AUDIT REQUIREMENT

SECTION II SPECIAL PROVISIONS
A. If the Contractor expends $750,000 or more in a year in federal awards, the
Contractor shall have a single audit conducted for that year according to the
Federal Office of Management and Budget ("OMB") Uniform Guidance 2 C.F.R.
Part 200. The audit report shall be submitted to the County for review within nine
(9) months following the close of the fiscal year. The Contractor shall take any
necessary corrective action to remedy any material weaknesses and/or reportable
conditions identified in the audit report within six (6) months after the release date
of the report. The County may consider sanctions as described in OMB Uniform
Guidance for contractors not in compliance with the audit requirements. All books
and records shall be maintained in accordance with Generally Accepted
Accounting Principles (GAAP),
B. Comply with the requirement of the Federal Office of Management and Budget
("OMB") Uniform Guidance 2 C.F.R. Part 200. The Contractor is responsible for
having an audit performed in accordance with, and when required, by OMB
Uniform Guidance, and for sending a copy of the report issued as a result of the
audit to the County within thirty (30) days of issuance. The County reserves the
right to engage an auditor, at the Contractor's expense, to perform an OMB
Uniform Guidance audit of the Contractor in the event that the Contractor fails to
engage an auditor or the County rejects or disapproves of the auditor engaged by
the Contractor.
5. INSURANCE
A. The Contractor shall have in effect at all times during the term of this Agreement
insurance or comparable self-insurance that is adequate to protect the County, its
officers, employees, property, and equipment against the losses set forth below.
The Contractor shall provide the County with a certificate of insurance or a certified
copy of the insurance policy naming the County as an additional insured, or, if the
Contractor is self-insured, shall provide the County with a letter indicating that it is
self-insured.
B. The following types and amounts of insurance are required as minimums:
1. Workers' compensation and unemployment insurance as required by law.
2. Unemployment insurance as required by Arizona law.
3. Public liability, bodily injury, and property damage policies that insure
against claims for liability for the Contractor's negligence or maintenance
of unsafe vehicles, facilities, or equipment brought by clients receiving
services pursuant to this Agreement and by lawful visitors of such clients.
The limits of the policies shall not be less than $2,000,000 per occurrence
and $4,000,000 aggregate.
C. Automobile and Truck Liability, Bodily Injury and Property Damages:
1. General liability, each occurrence; $1,000,000
2. Property damage; $1,000,000
3. Combined single limit; $1,000,000
9

SECTION II SPECIAL PROVISIONS
D. Standard minimum deductible amounts are allowable. Any losses applied against
insurance deductible are the sole responsibility of the Contractor.
E. Professional Liability:
1, Insurance for the Contractor and its agents, employees, and other staff
shall be maintained with coverage limits of one million dollars ($1,000,000)
per person, three million dollars ($3,000,000) per occurrence.
2 The Contractor agrees that in the event it, or any of its agents, employees,
and other staff working under this Agreement, is named as a defendant in
litigation, or is identified in a written notice of claim, wherein professional
misconduct is alleged, the Contractor will promptly notify the Department
in writing. The duty to notify under this paragraph applies whether or not
the County is alleged to be involved, is named as a party to the matter, or
could be potentially liable as a party.
F. The Contractor shall immediately inform the Department of any cancellation of its
insurance or any decrease in its lines of coverage at least thirty (30) days before
such action takes place.
G. Commercial General Liability — Occurrence Form
Policy shall include bodily injury, property damage and broad form contractual
liability coverage.
• 1. The policy shall be endorsed to include coverage for physical/sexual
abuse and molestation.
2. The policy shall be endorsed to include the following additional insured
language: "Maricopa County Department of Public Health, its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its
elected officials, trustees, employees, agents, and volunteers shall be
named as additional insureds'with respect to liability arising out of the
activities performed by, or on behalf of the Contractor".
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 4,000,000
Each Occurrence Limit $ 2,000,000
Personal/Advertising Injury $ 1,000,000
Sexual Abuse/Molestation $ 1,000,000
H. Exception:
In the event the Contractor or sub-contractor(s) is/are a public entity, then the
Insurance Requirements shall not apply. Such public entity shall provide a •
Certificate of Self-Insurance. If the contractor or sub-contractor(s) is/are a State of
10

SECTION II SPECIAL PROVISIONS
Arizona agency, board, commission, or university then none of the above shall
apply.
6. SPECIAL REQUIREMENTS
A. If the use of subcontractors is approved by the County, the Contractor agrees to
use written subcontracts or consultant agreements that conform to federal and
State laws and regulations and the requirements of this Agreement appropriate to
the service or activity covered by the subcontract. These provisions apply with
equal force to the subcontract as if the subcontractor were the Contractor. The
Contractor is responsible for performance under this Agreement whether or not
any subcontractors are used. The Contractor shall submit a copy of each
subcontract to the County within fifteen (15) days of its effective date.
B. The Contractor shall include in any subcontracts a provision to the effect that the
subcontractor agrees that the County shall have access to the subcontractor's
facilities and the right to examine any books, documents, and records of the
subcontractor involving transactions related to the subcontract, and that such
books, documents, and records shall not be disposed of except as provided herein.
7. REPORTING REQUIREMENTS
If requested by the County, the Contractor shall submit monthly, quarterly, and annual
progress reports on or before the third (3rd) day of the month following the end of the
reporting period. In addition, a quarterly expenditure report will be submitted with the
quarterly progress report.
8. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Pursuant to A.R.S. § 38-511, either Party may cancel this Agreement without penalty or
further obligation, within three years after execution of this Agreement, if any person
significantly involved in initiating, negotiating, securing, drafting, or creating this
Agreement on behalf of a Party is, at any time while this Agreement or any extension of
this Agreement is in effect, an employee or agent of any other Party to this Agreement in
any capacity or is a consultant to any other Party to this Agreement with respect to the
subject matter of this Agreement.
9. POLICY ON CONFIDENTIALITY
The Contractor and the County understand and agree that this Agreement is subject to all
State and federal laws protecting client confidentiality of medical, behavioral health and
drug treatment information.
As public institutions, the Parties are subject to A.R.S. §§ 39-121 through 39-127
regarding public records. Accordingly, notwithstanding any other provision of this
Agreement, any provision regarding confidentiality is limited to the extent necessary to
comply with the provisions of Arizona law.
The Parties may choose, from time to time, in connection with work contemplated under
this Agreement, to disclose proprietary or confidential information to each other
(Confidential Information). All such disclosures must be in writing and marked as
Confidential Information. The Parties will use reasonable efforts to prevent the disclosure
to unauthorized third parties of any Confidential Information of the other Party and will use
11

SECTION II SPECIAL PROVISIONS
such information only for the purposes of this Agreement, and for three (3) years after the
termination of this Agreement; provided that the receiving Party's obligations hereunder
shall not apply to information that
A. is already in the receiving Party's possession at the time of disclosure; or,
B. is or later becomes part of the public domain through no fault of the receiving
Party; or,
C. is received from a third party with no duty of confidentiality to the disclosing Party;
or,
D. was developed independently by the receiving party prior to disclosure; or,
E. is required to be disclosed by law or regulation.
Any information that is transmitted orally or visually, in order to be protected hereunder,
shall be identified as such by the disclosing Party at the time of disclosure, and identified
in writing to the receiving Party, as Confidential Information, within thirty (30) days after
such oral or visual disclosure. Contractor shall retain the right to refuse acceptance of
such Confidential Information which is not required for the purposes of this Agreement.
10. LAWS, RULES AND REGULATIONS
The Contractor and the County understand and agree that this Agreement is subject to all
State and federal laws, rules, and regulations that pertain hereto.
11. SPONSORSHIP ACKNOWLEDGMENT
All promotional materials, brochures, and- flyers prepared by the Contractor shall include
the following statement, "Sponsored by Maricopa County Department of Public Health."
12. NAMES AND MARKS
Neither Party will use any names, service marks, trademarks, trade names, logos, or
other identifying names, domain names, or identifying marks of the other Party ("Marks"),
without in each case, the prior written consent of the Party that owns the Marks. Use of
any Party's Marks must comply with the owning Party's requirements including using the
0 indication of a registered trademark where applicable.
13: ISRAEL BOYCOTT
By submitting this agreement the Contractor certifies that they are in compliance with
Article 9, A.R.S. Section 35-393 et seq.
12

SECTION III WORK STATEMENT
1. DEFINITIONS
A. DEPARTMENT: refers to the Maricopa County Department of Public Health
(MCDPH) and includes the Maricopa County Office of School Health and Wellness
Initiatives.
B. CONTRACTOR: refers to the college or university campus listed on the front page
of this Agreement.
C. COUNTY: refers to Maricopa County, Arizona.
D. OSHWI: is an acronym for the Maricopa County Office of School Health and
Wellness Initiatives.
E. STIPEND: refers to the funds allocated to the Contractor school, Tobacco
Prevention Site Coordinator.
F. MATERIAL: refers to non-stipend related expenses
G. DELIVERABLES: defined as the essential program outcomes as outlined by the
program description, i.e. educational projects, outreach events, reporting, and
technical assistance.
H. IGNITE: Influence, Guide, and Network, for Intercollegiate Tobacco Education
(IGNITE) is a tobacco prevention and cessation program targeted at college student
populations in the college setting. It encompasses tobacco prevention and cessation
educational and outreach events, tobacco-free policy adoption, implementation and
enforcement and awareness policies to support these programmatic outcomes. This
program is funded by the Arizona Department of Health Services.
2. PURPOSE
The purpose of this IGA is to provide funding to schools to implement the IGNITE
(Influence, Guide, Network, for Intercollegiate Tobacco Education) Program. The County
agrees to provide funding from its Arizona State Grant for the program, and the College
agrees to distribute funds and provide reports on individual campus progress towards
program goals.
3. SERVICE GOALS
Contractor agrees to act as a pay agent and pass through funds to each campus based
on the following categories:
A. Tobacco Use Prevention Materials and/or Coordinator Stipend(s): With a
maximum of not-to-exceed $2,000 per campus ($330 per project). Arizona State
University gets $ 8,000 stipend for its four campuses (Downtown; Phoenix, main:
Tempe, Poly and West). Funds may be used to purchase materials/services in
support of the IGNITE (Influence, Guide, Network, for Intercollegiate Tobacco
Education) County's program requirements and/or be used as coordinator
stipend(s).
13

SECTION III WORK STATEMENT
1. Materials may include but are not limited to banners and promotional
material, student incentives and other materials needed for projects.
2. Services may include but are not limited to training, speakers, venue fees,
and presenters.
3. Stipend(s) may be paid to faculty and/or student coordinators as
approved by OSHW1 Prevention Specialists .
B. The Contractor will be provided the following materials by OSHWI to supplement
efforts:
- Incentive materials for use at campus events.
- Visual aids for use at presentations and events.
C. All necessary training and technical support to complete the program including a
tobacco prevention seminar sponsored by OSHW1 and hosted locally. Campus
representatives will be able to attend free of charge.
4. SERVICE OBJECTIVES/ACTIVITIES
The Contractor agrees to provide the following required services:
A. Complete 3 projects focused on promoting tobacco prevention and/or cessation.
B. Complete 3 projects designed to raise awareness about or promote adoption,
implementation, or enforcement of strong tobacco-free policy on campus.
C. All required reports and evaluations will be submitted by the 1st of each month for
activity completed in the prior month by electronic form to assigned OSHWI
Prevention Specialist, link to electronic form will be provided during coordinator
orientation and via monthly reminders to coordinators.
D. Activity reports are required to be submitted to the designated OSHWI staff in order
for invoices to be processed.
*** Please note that any variance from the above stated activities must be
approved by your OSHW1 IGNITE Coordinator.
S. OTHER REQUIREMENTS
A. Contractor shall respond to all additional requests for information solicited by
OSHW1when they are submitted in writing and allow for a minimum of 72 hours to
respond.
B. Final invoices must be submitted within 45 days of the expiration of the contract
period.
C. Contractor agrees to participate in randomly generated site visits in accordance
with the fiduciary responsibility delegated to us by State grantor, the Arizona
Department of Health Services. During the site visits, County will check for
supporting documentation for submitted charges.
14

SECTION III WORK STATEMENT
D. Termination. Either Party may at any time terminate this Agreement by giving the
other Party not less than thirty (30) days prior written notice. In the event this
Agreement is canceled by County, County shall remain responsible for payment
to Contractor for all work performed through the date of termination and for
reimbursement to Contractor of all non-cancelable commitments incurred in the
conduct of the research. Non-cancelable commitments shall include employment
commitments to Contractor personnel through the end of the semester following
any such termination by County. In the event Contractor terminates this Agreement
any unused funds from the advance will be returned. Upon termination, property
purchased in furtherance of this Agreement wfll remain the property of the
purchasing Party, unless expressly specified otherwise.
15

SECTION IV COMPENSATION
1. COMPENSATION
Subject to the availability of funds, County shall pay the Contractor for the services
described herein for a sum not-to-exceed the Contract Amount listed on the cover page
of this contract. The Contractor may request reimbursement up to 2 times during the
contract year. The first invoice may include any combination of 3 completed projects as
identified in SECTION III. 3A and 38. The second invoice may include any combination
of 3 additional completed projects identified in SECTION Ill. 3A and 38. The Contractor
may choose to submit a single invoice for all completed projects.
2. METHOD OF PAYMENT
A. All payment requests/invoices must be on Contractor letterhead and contain a
signature, authorizing the reimbursement request.
• Date of completed project
• Type of completed project
• Amount per completed project
• Total amount requested
B. The County will, within thirty (30) working days from the date of receipt of
documents enumerated herein, process and remit to the Contractor a warrant for
payment up to the maximum total allowable for services provided.
C. The Contractor understands and agrees that the County will not honor any claim
for payment submitted two (2) months after the period covered by invoice. The
Contractor understands and agrees that the County will not process any claim for
payment for services rendered prior to the expiration date that is submitted sixty
(60) days after the expiration date without approval of the County.
D. Payments made by the County to the Contractor are conditioned upon the timely
receipt of applicable, accurate, and complete invoices submitted by the Contractor.
E. Invoices may be submitted via electronic form, email or regular mail to the
designated OSHWI IGNITE Coordinator:
Abel Kebede, MS, MPH
Maricopa County Department of Public Health
Office of School Health and Wellness Initiatives
4041 N. Central Ave, Ste 1400
Phoenix, AZ 85012
Phone: 602-372-3647
Email: AbelKebede@mail.maricopa.gov
3. PAYMENTS
Payments shall be made to "Arizona State University" and sent to the following addresses:
Office for Research and Sponsored Projects Administration
Arizona State University
16

5EPTION IV CO1VIPENSATION
PO Box 876011
Tempe, AZ 85287-6011
With courtesy email to: CashManagement@asu.edu
4. NOTICE
Any notice given under this Agreement shall be sent to the attention of the following:
MARICOPA COUNTY:
Maricopa County Department of Public Health,
Office of School Health and Wellness Initiatives
Attn: Li!liana Cardenas, Program Manager
4041 N. Central Avenue, Suite 700
Phoenix, AZ 85012
Maricopa County Department of Public Health
Grants and Contracts Unit
Attn: Grants Administrator
4041 N Central Ave, Suite 1400
Phoenix, AZ 85012
CONTRACTOR:
17

ATTACHMEW A SCHOOLS
IGNITE University Arizona State University
University Contacts: Karen Moses
Title: Office for Research & Sponsored Programs
Email: Karen.mosesa,asu.edu
Phone: 602-361-5810
Mail Contract to:
Names: Karen Moses
Title: Office for Research & Sponsored Programs
Email: Karen.mosesa,asu.edu
Address: P.O. Box 876011
Tempe, AZ 82587-6011
School(s)
Name of School(s): Arizona State University
Project Focus: Tobacco Cessation
Cost
Quantity Total Amount
4 $2,000.00 $8,000.00
MCDPH OSHINI Specialist: Abel Kebede
18