BROADBAND IGA ASU FINAL 09072022.DOCX

1
MASTER INTERGOVERNMENTAL AGREEMENT
MARICOPA COUNTY and ARIZONA STATE UNIVERSITY
1.
Agreement No:  _________   
2.        Agreement Type:  Financial Agreement          
    
3.
Agreement Amount: $ 34.6 Million  
4.        Purpose: ARPA State and Local Recovery Funds     
5.
Start Date:   
                      6.        Expiration Date:  
12/31/2026
                 
This Agreement is entered into by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and 
the Arizona Board of Regents for and on behalf of Arizona State University and its University Technology Office (“ASU” or 
“Subrecipient”).  ASU and County are collectively referred to herein as the “Parties” and individually as a “Party.”  ASU, for and in 
consideration of the covenants and conditions set forth herein, shall use the funds from the County 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 I
-
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 ASU in any State or 
federal Court.
                                                
IN WITNESS WHEREOF, the Parties enter into this Agreement:
      
THE ARIZONA BOARD OF REGENTS FOR AND ON 
BEHALF OF ARIZONA STATE UNIVERSITY
MARICOPA COUNTY BOARD OF SUPERVISORS
Signature
Signature
Name
Heather Clark
Name
Title
Executive Director, Research Operations
Title
Chairman, Board of Supervisors
Date
Date
Pursuant to A.R.S. § 11-952, the undersigned public agency 
attorney has determined that this Intergovernmental Agreement 
is in proper form and is within the powers and authority granted 
under the laws of the State of Arizona.
ATTEST: 
Signature
Signature
Date
Office of the Clerk of the Board
Name
Pursuant to A.R.S. § 11-952, the Attorney for the Board of 
Supervisors has determined that this Intergovernmental 
Agreement is within the powers and authority granted under the 
laws of the State of Arizona.
Title
Associate General Counsel, Arizona State 
University
Signature
Date
Date
Attorney for Maricopa County

SECTION I
                                                                           GENERAL PROVISIONS       
2
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.
County means Maricopa County, Arizona.
    
C.
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 
Subrecipient.
D.
ASU means the Arizona Board of Regents for and on behalf of Arizona State 
University and its University Technology Office having offices at 1551 S. Rural 
Road, Tempe, AZ 85281.
E.
Recipient means Maricopa County, the direct recipient of the Coronavirus State 
and Local Fiscal Recovery funds and ARPA funds from the federal government.
F.
Subrecipient means ASU.
G.
Subrecipient Staff, Employee or Faculty means a person or persons employed 
by, contracted with, or retained by the Subrecipient for the purpose of providing 
the services and responsibilities contained in this Agreement.
H.
HIPAA  means the Health Insurance Portability and Accountability Act of 1996 (PL 
104-191) and the United States Department of Health and Human Services 
(DHHS) final regulations on “Privacy Standards for Individually Identifiable Health 
Information”, as amended and clarified from time to time.
I.
ARPA means the American Rescue Plan Act of 2021, H.R. 1319.
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 Subrecipient 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 Subrecipient 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. Under no circumstances will any employees of

SECTION I
                                                                           GENERAL PROVISIONS       
3
one Party be deemed the employees of the other Party for any purpose.  This 
Agreement does not create a partnership, joint venture or agency relationship 
between the Parties of any kind or nature.  This Agreement does not create any 
fiduciary or other obligation between the Parties, except for those obligations 
expressly and specifically set forth herein.
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.
ADEQUACY OF RECORDS
If the Subrecipient's books, records and other documents related to this Agreement are 
not sufficient to support and document that allowable expenditures were provided 
pursuant to ARPA, the Subrecipient shall reimburse the County for any ARPA funds not 
adequately supported and documented.
6.
RETENTION OF RECORDS
A. 
This provision applies to all financial and programmatic records, supporting 
documents, statistical records, and other records of the County and Subrecipient 
that relate to this Agreement.
B.
The County and Subrecipient 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.  Upon reasonable advance notice, the County, federal, or 
State auditors, and 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.
7.
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 and Subrecipient. Any 
attempted assignment in violation of this provision will be null and void.  Subject to the 
foregoing, this Agreement will be binding upon the permitted successors and permitted 
assigns or other permitted transferees of the Parties.
8.
AUDIT DISALLOWANCES
A.
The Subrecipient shall, upon written demand therefore, reimburse the County for 
any payments made under this Agreement that are disallowed, by a federal, State 
or County audit in the amount of the disallowance, as well as any court costs and 
attorney fees the County incurs to pursue legal action relating to a disallowance to 
the extent awarded by a court of competent jurisdiction.
B.
If the County determines that a cost for which payment has been made is a 
disallowed cost, the County shall notify the Subrecipient in writing of the 
disallowance (which notice shall include evidence substantiating the County’s 
determination) and the required course of action, which shall be at the option of 
the County either to adjust any future claim submitted by the Subrecipient by the

SECTION I
                                                                           GENERAL PROVISIONS       
4
amount of the disallowance or to require immediate repayment of the disallowed 
amount by the Subrecipient.
C.
The County shall, upon review and agreement of the Parties, remit to the 
Subrecipient any payments determined to have been insufficiently paid, in the 
amount of the payment shortfall, as well as any court costs and attorney fees the 
Subrecipient incurs to pursue legal action relating to such short payment to the 
extent awarded by a court of competent jurisdiction.
9.
AGREEMENT COMPLIANCE MONITORING
County may monitor the Subrecipient's 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 Subrecipient's 
normal business hours, upon reasonable advance notice.  During an on-site visit, the 
Subrecipient shall make its records and documents related to work performed or services 
provided under this Agreement available to the County for inspection and copying.
10.
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 Subrecipient, 
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 Subrecipient fully informed as to the 
availability of funds. Notwithstanding the foregoing, Subrecipient shall have no 
obligation to commence or continue work or the performance of services under this 
Agreement in the absence of payment from the County.
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.  If this 
Agreement is terminated, the County shall be liable for payment only for services 
rendered through 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 as soon as County becomes aware of such 
suspension, decrease or termination of fiscal obligations so that Subrecipient can 
mitigate its damages, but in no event will County give less than ten (10) days 
advance written notice to Subrecipient.
11.
CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
Intentionally omitted.
12.
DEFAULT
For material breach of contractual obligations, or upon the happening of any event which 
would jeopardize the ability of a Party to perform its contractual obligations, the other Party 
may suspend, modify, or terminate this Agreement immediately upon giving written notice 
to the defaulting Party in the event of non-performance of any stated objectives.

SECTION I
                                                                           GENERAL PROVISIONS       
5
Notwithstanding the foregoing sentence, the defaulting Party will have fourteen (14) 
working days from the date of notice received from the non-defaulting Party to remedy any 
such default prior to any suspension, modification or termination of this Agreement. Unless 
expressly stated otherwise in this Agreement, such determination will not be made until 
such time as the disputes process has been exhausted.  
13.
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.
B.
This Agreement may be terminated by mutual written agreement of the Parties 
specifying the termination date therein.
C.
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.
Either Party has the right to terminate this Agreement for cause upon fourteen (14) 
working days written notice for any of the following reasons:
(1)
Breach of this Agreement which is not corrected within fourteen (14) 
working days after written notice thereof.
(2)
Inability to discharge the duties and responsibilities under this Agreement 
for a continual period of thirty (30) days or more.
E.
This Agreement is subject to cancellation in accordance with the provisions of 
A.R.S. § 38-511.
F.
Termination of this Agreement shall not relieve the Parties of responsibility for 
obligations incurred prior to the effective date of the termination, including any non-
cancelable commitments incurred by Subrecipient for which County will remain 
responsible.  Further, any monies not properly spent by Subrecipient prior to 
termination shall be returned to the County no later than thirty (30) calendar days 
from the date of termination.  Subrecipient’s responsibilities set forth in Section III, 
Paragraph 4, shall survive the termination of this Agreement.
14.
SEVERABILITY
Any provision of this Agreement that is determined to be invalid, void, or illegal by a court 
of competent jurisdiction shall in no way affect, impair, or invalidate any other provision 
hereof, and the remaining provisions shall remain in full force and effect.
15.
STRICT COMPLIANCE
Acceptance by the County of performance that is not in strict compliance with the terms 
of this Agreement shall not be deemed to waive the requirement of strict compliance for 
all future performance.  All changes in performance obligations under this Agreement must 
be in writing and signed by the Parties.

SECTION I
                                                                           GENERAL PROVISIONS       
6
16.
NON-LIABILITY
A. The County and its officers, representatives, agents, and employees shall not be liable 
for any act or omission by the Subrecipient or any subcontractor, employee, officer, 
agent, or representative of the Subrecipient or any Subrecipient subcontractor 
occurring in the performance of this Agreement, nor shall they be liable for purchases 
or contracts made by the Subrecipient or any Subrecipient subcontractor in connection 
with this Agreement.
B. The Subrecipient and its officers, representatives, agents, and employees shall not be 
liable for any act or omission by the County or any County subcontractor, employee, 
officer, agent, or representative of the County or any County subcontractor occurring 
in the performance of this Agreement, nor shall they be liable for purchases or 
contracts made by the County or any County subcontractor in connection with this 
Agreement.
17.
INDEMNITY
To the extent allowed by law, each Party (as “Indemnitor”) 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 Indemnitee, are caused by the act, omission, negligence, misconduct, 
or other fault of Indemnitor, its officers, agents, employees, or authorized volunteers. 
18.
COVENANT AGAINST CONTINGENT FEES
The Subrecipient represents 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 representation, 
the County may immediately terminate this Agreement without liability.
19.
CONFIDENTIAL INFORMATION
The use or disclosure by any Party of any information concerning an eligible individual 
served under this Agreement is directly limited to the performance of this Agreement. 
County and Subrecipient shall safeguard confidential and privileged client information, if 
any is collected under this Agreement, and shall only disclose such information in 
accordance with all applicable federal, state and local laws, rules, and/or regulations. 
Subrecipient’s obligation to maintain the confidentiality of all client specific information, if 
any, shall exist after termination or expiration of this Agreement.County and ASU may 
choose, from time to time and in connection with the performance of this Agreement, to 
disclose confidential information to each other. Such disclosures must be in writing and 
marked “Confidential,” and each Party will use reasonable efforts to prevent the disclosure 
to unauthorized third parties.  Notwithstanding any other provision of this Agreement to 
the contrary, the Parties acknowledge that each Party is subject to A.R.S. §§ 39-121 
through 39-127. Any provision regarding confidentiality is limited to the extent necessary 
to comply with Arizona law.
 
20.
RIGHTS IN DATA

SECTION I
                                                                           GENERAL PROVISIONS       
7
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 and which is 
not subject to obligations of confidentiality.
21.
OWNERSHIP OF INFORMATION
Subject to applicable state and federal laws, rules and regulations, the Subrecipient shall 
have full and complete ownership rights to and the sole and exclusive right to inspect, 
reproduce, duplicate, adapt, distribute, display, disclose and otherwise use all reports, 
information, data and material, including intellectual property, prepared, developed, 
created or invented solely by the Subrecipient in its performance of this Agreement. 
County may examine and may receive copies of such information necessary for County's 
performance of this Agreement. ASU grants to the County an irrevocable, royalty-free, 
non-transferable, non-exclusive right and license to use, reproduce, make derivative 
works, display, and perform publicly any copyrights or copyrighted material (including any 
computer software and its documentation and/or databases) first developed and delivered 
under this Agreement solely for the purpose of and only to the extent required to meet the 
County’s obligations to ARPA.  
22.
NON-DISCRIMINATION
The Subrecipient, 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 Subrecipient shall include this 
clause in all of its subcontracts related to this Agreement. 
23.
EQUAL EMPLOYMENT OPPORTUNITY
The Subrecipient shall not discriminate against any employee or applicant for employment 
because of race, age, disability, color, religion, sex, or national origin.  The Subrecipient 
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.  The Subrecipient 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, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 
the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et 
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.  The Subrecipient shall also comply with all 
applicable provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, 
et seq.).
24.
RIGHT OF PARTIAL CANCELLATION
Subject to the provisions of Section I, Paragraphs 12 and 13, 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 Subrecipient's failure to perform any part of this Agreement 
without impairing, invalidating or canceling the remaining Work Statement obligations.

SECTION I
                                                                           GENERAL PROVISIONS       
8
25.
RIGHT TO EXTEND AGREEMENT
Subject to the availability of funds and acceptable Subrecipient performance, the 
Subrecipient hereby acknowledges and agrees that the County shall have the right to 
extend this Agreement for additional one-year periods, not to exceed the termination date 
for expenditure of funds as established by ARPA or the federal government. Any extension 
of this Agreement shall be in writing and mutually acceptable to the County and the 
Subrecipient and signed by both Parties.
26.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A. 
The undersigned, an authorized representative of the Subrecipient, certifies, to the 
best of his or her knowledge and belief, that the Subrecipient, 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 
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 Subrecipient is not able to provide this certification, an explanation as to why 
shall be attached to this Agreement.
C.  
The Subrecipient 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.
27.
E-VERIFICATION OF EMPLOYEES
The Subrecipient warrants that it is in compliance with A.R.S. § 41-4401 and further 
acknowledges:
 
A.
That the Subrecipient 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;
 
B.
That a breach of the warranty under subsection A above shall be deemed a 
material breach of this Agreement that entitles the County to, among other things,

SECTION I
                                                                           GENERAL PROVISIONS       
9
immediately terminate this Agreement without liability;
 
C. 
That the County 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.
28.
DISPOSITION OF PROPERTY
All property acquired with funds provided for in this Agreement shall become the property 
of the funding source.
29.
FORCE MAJEURE
With the exception of County’s payment obligations hereunder, neither Party will be liable 
for failure to perform any obligation under this Agreement if such failure is directly caused 
by a Force Majeure Event.  A “Force Majeure Event” means an event or circumstance that 
is beyond the reasonable control and without the fault or negligence of the Party impacted, 
and that could not have been prevented by the reasonable diligence of the Party.  Without 
in any way limiting the foregoing, a Force Majeure Event may include, but is not restricted 
to, acts of God or of a public enemy, acts of the Government in either its sovereign or 
contractual capacity, war, riots, fires, floods, epidemics or pandemics, mass health issues 
or disease, quarantine restrictions, strikes or labor difficulties, civil tumult, freight 
embargoes, natural disasters, unusually severe weather, a failure or disruption of utilities 
or critical electronic systems, acts of terrorism, mass shootings or other emergencies that 
may disrupt a Party’s operations.
30.
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which will be 
deemed an original, but all of which taken together will constitute one and the same 
instrument, and photocopy, facsimile, electronic and other copies will have the same effect 
for all purposes as an ink-signed original.

SECTION II
                                                                            SPECIAL PROVISIONS       
10
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.
DISPUTE RESOLUTION
In the event of any dispute, claim, question, or disagreement arising from or relating to this 
Agreement or the breach thereof, the Parties will first attempt to resolve the matter over a 
period of at least ninety (90) days before resorting to formal dispute resolution.  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 Parties.  
The Parties agree to arbitrate disputes filed in Maricopa County Superior Court that are 
subject to mandatory arbitration pursuant to A.R.S. § 12-133.  A.R.S. § 12-1518 requires 
this provision in all ASU contracts. This Paragraph shall not apply to claims arising from 
bodily injury, death, or property damage.
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.
Subrecipient reimbursement schedules and/or program budgets.
 
B.
The order will not increase or decrease the maximum reimbursable amount to be 
paid the Subrecipient.  Additionally, the order will not direct substantive changes 
in services to be rendered by the Subrecipient.
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
A.
If the Subrecipient expends $750,000 or more in a year in federal awards, the 
Subrecipient shall have a single audit conducted for that year according to the 
Office Management and Budget, Title 2, Subtitle A, Chapter II, PART 200—
UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND 
AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 
200.  The audit report shall be submitted to the County for review within nine (9) 
months following the close of the fiscal year.  The Subrecipient 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 § .225 of OMB 
Circular A-133 for contractors not in compliance with the audit requirements.  All

SECTION II
                                                                            SPECIAL PROVISIONS       
11
books and records shall be maintained in accordance with Generally Accepted 
Accounting Principles (GAAP).
B.
The Subrecipient shall schedule an annual financial audit to be submitted to the 
County for review within twelve (12) months following the close of the program’s 
fiscal year.  Subrecipient understands that its failure to meet this requirement may 
result in the loss of current funding and disqualification from consideration for 
future County-administered funding.
5.
INSURANCE
Each Party is insured pursuant to A.R.S. § 41-621.
6.
SPECIAL REQUIREMENTS
If the use of subcontractors is approved by the County, the Subrecipient 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 Subrecipient.  The Subrecipient is responsible for 
performance under this Agreement whether or not any subcontractors are used.  The 
Subrecipient shall submit a copy of each subcontract to the County upon written request.
7.
REPORTING REQUIREMENTS
The Subrecipient shall submit written quarterly progress reports to the County on or before 
the tenth (10th) day of the month, beginning with the third month following the payment of 
the ARPA funds from the County to Subrecipient.  Reports shall include all data elements 
required by the Treasury for broadband projects (see relevant sections of the State and 
Local Fiscal Recovery Funds Project and Expenditure Report User Guide: PE Report User 
Guide April 2022 (treasury.gov)). Each report shall provide a status update to include project 
status and spending/obligations to date.  At the completion of the project(s), the 
Subrecipient shall provide a final reconciliation report to the County. Any remaining funds 
shall revert to the County.
8.
ADMINISTRATIVE REQUIREMENTS
1.1
Accounting Standards - The Subrecipient agrees to comply with this Agreement 
and to adhere to the accounting principles and procedures required to utilize 
adequate internal controls and maintain necessary source documentation for all 
costs incurred, as well as any applicable federal laws and regulations. The 
Subrecipient further agrees to maintain an adequate accounting system that 
provides for appropriate grant accounting (including calculation of program 
income).
1.2
Repayment of Funds – The Subrecipient agrees to repay funds provided under 
this Agreement for noncompliance with the terms of this Agreement, subject to 
Section I, Paragraphs 12 and 13 and Section II, Paragraph 2. Repayment shall be 
in accordance with the terms of this Agreement or the requirement of applicable 
laws and regulations, including continuing use compliance. The County may 
specify in writing, the terms of the repayment or alternative terms in lieu of 
repayment. However, in no case shall repayment or alternative terms be 
accomplished later than sixty (60) calendar days following the written 
determination of noncompliance by the County and the conclusion of all dispute

SECTION II
                                                                            SPECIAL PROVISIONS       
12
resolution proceedings provided for under Section I, Paragraphs 12 and 13 and 
Section II, Paragraph 2.
1.3
Documentation and Record Keeping - The Subrecipient agrees to comply with this 
Agreement and the following record keeping requirements:
1.3.1
Records to be maintained - The Subrecipient shall maintain all financial 
records as required by 2 C.F.R. § 200, and OMB Circulars;
1.3.2
Unique Entity ID (UEI) Number and SAM Profile - All Subrecipients shall 
have a valid Dun and Bradstreet (DUNS) number and an active profile in 
the federal System for Award Management (SAM).
1.3.2.1
To 
obtain 
a 
UEI 
Number 
use 
this 
link: 
https://www.dnb.com/duns-number.html 
1.3.2.2
For additional information on System for Award Management 
(SAM) and, DUNS use this link:
https://www.sam.gov/SAM/pages/public/generalInfo/aboutSAM
.jsf 
1.3.3
Disclosure - The Subrecipient understands that client information collected 
under this Agreement is private and the use or disclosure of such 
information, when not directly connected with the administration of the 
County's or the Subrecipient's responsibilities with respect to services 
provided under this Agreement, is prohibited unless written consent is 
obtained from such person receiving service.
1.3.4
Property Records - The Subrecipient shall maintain property and 
equipment inventory records that clearly identify properties and equipment 
purchased, improved, or sold. Properties and equipment retained shall 
continue to meet eligibility criteria and shall conform to the use of property 
and equipment.
  
9.
LAWS, RULES AND REGULATIONS
The Subrecipient and the County understand and agree that this Agreement is subject to 
all State and federal laws, rules, and regulations that pertain hereto.
10.
 SPONSORSHIP ACKNOWLEDGMENT
All promotional materials, brochures, and flyers prepared by the Subrecipient relating to 
this Agreement shall include the following statement, “Sponsored by Maricopa County.”
11.
FEDERAL DISCLOSURE REQUIREMENTS. 
The County acknowledges and agrees that: (1) federal agencies that provide funding for 
research may require disclosure of contracts pursuant to Section 223 of the National 
Defense Authorization Act (NDAA), Section 117 of the Higher Education Act of 1965, as 
amended (HEA), and National Security Presidential Memorandum 33 (NSPM-33) 
(collectively, “Federal Disclosure Requirements”); and (2) nothing in this Agreement shall 
prevent ASU from disclosing the Agreement to federal agencies pursuant to the Federal 
Disclosure Requirements.

SECTION III
                                                                                  WORK STATEMENT      
13
1.
BACKGROUND
The Parties share a common interest in Maricopa County Regional Broadband Initiative 
to Serve the Underserved and Unserved Communities.  The Parties are authorized to 
enter into this Agreement pursuant to A.R.S. §§ 11-951 through 11-954, which provide 
that public agencies may enter into intergovernmental agreements for the provision of 
services or for joint or cooperative action.  Accordingly, the Parties desire to enter into this 
Agreement, which provides for a collaboration in which the Parties share their expertise, 
knowledge, and resources.  ASU is empowered by A.R.S. §§ 15-1625, et. seq., to enter 
into this Agreement and has delegated to the undersigned the authority to execute the 
Agreement on behalf of ASU.  ASU and its University Technology Office (“UTO”) have the 
capability, facilities and equipment to provide services to the County.  Individual services 
will be undertaken by ASU from time to time as agreed to by the Parties (the “Services”) 
in separate statements of work included in, and funded through, individual Task 
Agreements or Scopes of Work. The performance of the Services is consistent, 
compatible, and beneficial to the role and mission of ASU to provide educational 
experiences for students and to encourage and support research and related educational 
activities.
Maricopa County has received money from the American Rescue Plan Act of 2021 
(“ARPA”), H.R. 1319, CDFA Number 21.027; Title IX—Committee on Finance; Subtitle 
M—Coronavirus State and Local Fiscal Recovery Funds; Section 9901, Coronavirus State 
and Local Fiscal Recovery Funds, and such funds may be used to respond to the public 
health emergency with respect to COVID-19 or its negative economic and equity impacts, 
including broadband mapping and plotting, to ensure that Americans have access to 
reliable and affordable broadband. (U.S. Treasury Final ARPA Broadband Funding Rules, 
31 C.F.R. Part 35, p. 294 et. seq.). The Maricopa County Board of Supervisors has 
formally approved and allocated ARPA funds for projects to address the negative impact 
that the COVID-19 pandemic has had on the residents of Maricopa County.
2.
PURPOSE
The purpose of this Agreement is to respond to the public health emergency caused by 
COVID-19, and to provide funds to assist in the economic recovery from the pandemic.  
Maricopa County is authorized to distribute the ARPA funds to subrecipients to accomplish 
the purposes of ARPA. By this Agreement, Maricopa County shall provide to ASU, as 
Subrecipient, a total of $ 34.6 Million in ARPA funds, to be spent on Services related to 
broadband plotting and mapping, to address digital equity, and to close the digital divides 
for underserved and unserved populations. The expenditure of these funds must be 
incurred by December 31, 2026.
3.
RESPONSIBILITIES OF THE COUNTY
A.
The County agrees to provide the ARPA funds as outlined in this Agreement.
B.
The County shall review the Scopes of Work, or Task Agreements, submitted by 
Subrecipient, identifying projects it intends to accomplish with the ARPA funds.  
Only after the County has approved Subrecipient’s plans can any ARPA monies 
be spent.
C.
The County shall comply with the federal government’s reporting requirements for 
the ARPA, including 2 C.F.R. 200.1.

SECTION III
                                                                                  WORK STATEMENT      
14
D.
The County shall monitor the use of these ARPA funds by Subrecipient consistent 
with the federal government’s requirements, including 2 C.F.R. 200.332. 
4.
RESPONSIBILITIES OF THE SUBRECIPIENT
A.
Prior to spending any monies towards any projects, Subrecipient shall submit a 
written Plan(s) to the County identifying the projects it intends to accomplish, and 
how ARPA funds will be spent. 
B.
Subrecipient agrees to expend these ARPA funds as outlined in Section III, 
Paragraph 2, “Purpose,” of this Agreement.  Subrecipient’s use of the ARPA funds 
shall abide by all laws, rules, and guidelines of the federal government for these 
ARPA funds.
C.
Subrecipient shall place the ARPA funds in a stand-alone account, not to be co-
mingled with other funds.  Under this stand-alone account, Subrecipient shall 
record receipts of ARPA funds from the County, and Subrecipient’s expenditures 
of ARPA funds pursuant to this Agreement, all in a manner to provide the County 
with a record of the transactions conducted pursuant to this Agreement. 
D.
The County shall monitor the use of these ARPA funds by Subrecipient consistent 
with the federal government’s requirements, including 2 C.F.R. 200.332. 
E.
Subrecipient shall provide, in a timely manner, any information the County needs 
to comply with the federal government’s reporting requirements (including 2 C.F.R. 
200.1 and 2 C.F.R. 200.332). This includes, but is not limited to providing copies 
of contracts, contract amendments, line-item detail of project budgets, receipts, 
invoices, packing slips, purchase orders, and payments.
F.
Subrecipient shall comply with, and assist the County in complying with, any 
federal government audit requirements (including 2 C.F.R. Part 200, Subpart F).  
Subrecipient shall keep and maintain proper and complete books, records, files, 
and accounts of all its operations, which shall be open for inspection and audit by 
the County or its auditors, at all reasonable times.  All books, accounts, reports, 
files and other records relating to this Agreement shall be subject to inspection and 
audit by the County for the later of five (5) years after completion of the Agreement 
or the last date of the federal government’s auditing of the use of ARPA funds.
G.
Subrecipient shall reimburse the County for any and all uses of these ARPA funds 
in the event that the federal government determines the use did not comply with 
the ARPA laws, rules, and guidelines.  The intent of the parties is that Subrecipient 
will reimburse the County within a timeframe that allows the County to use the 
reimbursed funds to refund the money to the U.S. Department of the Treasury, as 
required by the ARPA.
H.
Subrecipient shall comply with the federal government’s requirements regarding 
the purchase, use, and disposition of real property and/or equipment.  This 
includes, but is not limited to, the following: (1) Equipment and real property 
acquired with these funds must be used solely for the purpose(s) stated in this 
Agreement and consistent with the ARPA; and, (2) Any purchase, use, and 
disposition of equipment or real property with these funds must comply with the 
Uniform Guidance at 2 C.F.R. Part 200, Subpart D (including 2 C.F.R. 200.311 
and 2 C.F.R. 200.313).

SECTION III
                                                                                  WORK STATEMENT      
15
I.
Intentionally omitted. 
J.
The  scheduling of services to be performed under this Agreement will be arranged 
to avoid conflict with ASU’s educational and research programs.  ASU will control 
the scheduling of such services but will use reasonable efforts to meet the 
timelines established by the County.  ASU shall provide Lev Gonick as Principal 
Investigator to coordinate work under this Agreement.
K.
The Scopes of Work to be performed by Subrecipient are attached hereto as the 
following Exhibits: 
A.
 Maricopa County Broadband Taskforce Broadband Mapping Pilot 
Scope of Work
B.
Maricopa County Broadband Mapping to Scale
C.
Maricopa County Digital Infrastructure
D.
Maricopa County Leverage Public-Private Partnerships to Address 
Las Mile Broadband Gaps Program
E.
Maricopa County Connect Under Served Part of County with 
Reliable Service & Increase Internet Speeds to Symmetrical 100 Mbps
F.
Maricopa County Digital Equity Program

SECTION IV
                                               COMPENSATION
16
1.
COMPENSATION AND METHOD OF PAYMENT
A.
Total payments from the County to the subrecipient shall not to exceed a total of $ 
34,600,000. ASU shall invoice the County quarterly. The County shall send 
payments to ASU via Electronic Fund Transfer. The County acknowledges and 
agrees that ASU is not obligated to commence work until ASU has received 
payment. In the event of non-payment, ASU may terminate all further work on the 
Scope of Work project(s) and seek full payment from the County for all work 
performed and all expenses incurred including allocable costs pursuant to the 
termination clause of this Agreement including the collection of payment. 
B.
The Subrecipient must maintain, and have available upon request, supporting 
documents for each quarterly report/status update provided to the County, 
including invoices of costs incurred and expenditure reports.
C.
The Subrecipient understands and agrees that expenditure of these funds must be 
incurred before December 31, 2026.  Any funds remaining (including any accrued 
interest) either after completion of the project(s), or not expended before 
December 31, 2026, shall revert to the County, and must be returned by 
Subrecipient to the County before January 15, 2027. 
D.
The Subrecipient shall submit quarterly reports to:
Maricopa County
Lee Ann Bohn, Assistant County Manager
301 W. Jefferson Street
E-mail:   LeeAnn.Bohn@maricopa.gov
Phone:  (602) 372-7020
2.
NOTICE
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 below with courtesy copy sent 
to emails, and shall be effective upon receipt by the Party to whom addressed unless otherwise 
indicated in the notice. 
ASU/Subrecipient:
University Technology Office
1551 S. Rural Road
Tempe, AZ  85281
Attn: Lev Gonick, Chief Technology Officer
Phone: (480)965-9334
Email: Lev.Gonick@asu.edu
Copy to:
Office for Research and Sponsored Projects 
Administration
660 S. Mill Avenue, Centerpoint Suite 312
Tempe, AZ  85281
Attn: Heather Clark, Executive Director-
Research Operations
Phone: (480)965-1427
Email: ASU.Awards@asu.edu
Maricopa County:
Maricopa County
Lee Ann Bohn
Assistant County Manager
301 W. Jefferson Street
Phoenix, AZ  85003
Phone: (602)372-7020
Email:  LeeAnn.Bohn@maricopa.gov

SECTION IV
                                               COMPENSATION
17
Copy to: Heather.Christina.Clark@asu.edu