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INTERGOVERNMENTAL AGREEMENT
This Intergovernmental Agreement (“Agreement” or at times “IGA”) is entered into this 20 day of
November, 2024 (the “Effective Date”) by and between Maricopa County, for and on behalf of its
Department of Emergency Management, (“Maricopa”) and The Arizona Board of Regents for and on
behalf of Arizona State University Watts College Center for Emergency Management and Homeland
Security (“ASU”).
INTENT
A.
A.R.S. §§ 11-951, et. seq. provide that public agencies may enter into governmental
agreements for the provisions of services or joint cooperative action.
B.
Maricopa desires to engage ASU to perform certain services as Maricopa may require
from time to time (the “Services”) and described in this IGA. The performance of the Services is
consistent, compatible, and beneficial to the role and mission of ASU. The intent of this IGA is to obtain
analytics and support services from ASU in the development and revision of the Maricopa County
Community Wildfire Protection Plan (“CWPP”). ASU will only provide resources as necessary and
appropriate to compliment Maricopa County capabilities. Maricopa County Department of Emergency
Management (MCDEM) will maintain lead operational management of the CWPP, and will be the
primary project developer. The CWPP must be developed in accordance with the Healthy Forests
Restoration Act of 2003 (HFRA). The CWPP is a plan for an at-risk community that identifies and
prioritizes areas of hazardous fuel reduction treatment and recommends measures to reduce structural
ignitability throughout the at-risk community. The planning area consists of all at-risk cities and
unincorporated areas of Maricopa County that surround public lands.
1.0 Scope of Work. General Requirements:
1.1.1
The CWPP 5-Year Update must be developed collaboratively by local and state
government representatives in consultation with federal agencies and
interested parties.
1.1.2
The CWPP 5-Year Update must identify the specific communities within the
County at moderate to high risk of wildfire and designate them as “Communities
at Risk”, as well as identifying critical infrastructure at risk from wildfire.
1.1.3
The CWPP 5-Year Update must identify and prioritize areas for hazardous fuel
reduction treatments and recommend the types and methods of treatment that
will protect the "Communities at Risk" and essential infrastructure(s)
throughout the area addressed by the plan, from wildfire.
1.1.4
The CWPP 5-Year Update should include a list of fuel reduction projects
accomplished since the last 5-year update.
1.1.5
The CWPP 5-Year Update must recommend measures that homeowners and
communities can take to reduce the ignitability of structures throughout the
County as a whole, and more specific such measures for the “Communities at
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Risk”.
1.1.6 The final contents of the CWPP must be mutually agreed upon by Maricopa
County Department of Emergency Management, local fire departments and
districts, and the Arizona State Forestry Division.
1.1.6.1
This shall include consultation and involvement of local
representatives from the federal agencies throughout the area
addressed by the plan.
1.1.7
A Minimum of One Copy of the Final Approved CWPP, including developed
maps, must be provided to each participating incorporated community, fire
department or district, federal and state government agency, and County
department in both digital and hard copy.
1.1.8
The final draft CWPP shall be completed and made available to all participating
communities and agencies for approval and/or implementation within three
months of completion.
2.0 ASU SHALL:
2.1.2
Support the development, review, and organization of GIS products in support
of County GIS services as related to CWPP requirements.
2.1.2
Assist the collection, review, and synthesis of fire risk, fire history, vegetation
risks, risk reduction projects, and any additional data as aligned with the CWPP
requirements.
2.1.3
Co-facilitate community outreach and engagement events for all appropriate
fire districts, jurisdictional partners, state and federal resources, and community
organizations.
2.1.4
Support MCDEM in the creation and compilation of all written products, and
associated distribution, as necessary to meet CWPP requirements.
2.1.5
Provide assistance to develop long-term strategic initiatives/programs to
maintain the continued data management and alignment of future CWPP
updates and revisions.
3.0
Term and Termination.
3.1.1
The term of this agreement, and its associated products, commences on
November 20, 2024, and terminates on June 31, 2025.
Either party may terminate this Agreement at any time by giving the other party not fewer than
fifteen (15) days prior written notice. If this Agreement is terminated by Maricopa, Maricopa
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will remain responsible for payment to ASU for all Services performed through the date of
termination and for reimbursement to ASU of all non-cancelable commitments incurred in the
performance of the Services. Upon termination, property purchased in furtherance of this
Agreement will remain the property of the purchasing party, unless otherwise agreed.
4.0 Compensation and Invoicing.
4.1.1
Budget. Maricopa shall pay ASU as compensation for the Services performed under this
Agreement in the amount not to exceed $40,000, paid to ASU through 2 equal invoices.
On a quarterly basis
4.1.2
Invoices are due and payable within 30 days of receipt. Maricopa will send payment to
Arizona State University, 411 N. Central Avenue, Suite 750, MC 3520 Phoenix, AZ 85004.
4.1.3
ASU reserves the right to subject invoices not paid within thirty (30) days of the invoice
date to a 1.5% per month late fee on the unpaid balance for any amounts not in dispute.
ASU reserves the right to discontinue the Services if Maricopa fails to make payments
when due. In the event of non-payment, ASU may terminate all further work on the
Services and seek full payment from Maricopa for all work performed and all expenses
incurred including allocable costs, pursuant to the termination clause of this Agreement
including the collection of payment. Should it become necessary for ASU to commence
collection proceedings or retain an attorney to enforce any of the terms of this
Agreement, Maricopa will pay all attorneys’ fees and the costs of collection incurred by
ASU.
4.1.4
All necessary funding is provided pursuant to the Firewise Title III Funds (“Funds”). ASU
shall use the award in strict compliance with the guidance found in Section 303 of the
Secure Rural Schools and Community Self- Determination Act of 2000 (Public Law 110-
341) and Public Law 112-141 for the National Forest Fees in accordance with the
President’s Healthy Forest Initiative. The efforts under this assistance agreement must
follow the goals of the Maricopa County Community Wildfire Protection Plan which are
to reduce the risk of catastrophic fire to wildland urban interface communities, and to
promote community involvement. The acceptable use of Funds includes costs related
update and completion of the Community Wildfire Protection Plan. To ensure
reimbursement, prior approval must be obtained from the Maricopa County Department
of Emergency Management. Once agreement is approved by both governing parties, the
$40,000 will be encumbered to ASU.
5.0 No Warranty, Limitation of Liability.
5.1.1
ASU does not make any representation or warranty for the accuracy of the Services. All
services are provided on an “AS-IS” and “with all faults” basis, with no representations
or warranties of any kind whatsoever, express or implied, including, without limitation,
warranties of merchantability, fitness for a particular purpose, noninfringement, validity
of patent rights claims, whether issued or pending, or for the absence of latent or other
defects, whether or not discoverable. ASU assumes no responsibility for the accuracy or
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lack of accuracy of any testing provided under the Services. Maricopa assumes any risk
for the inaccuracy of such testing.
5.1.2
TO THE FULLEST EXTENT PERMITTED BY LAW, ASU EXPRESSLY DISCLAIMS ANY AND
ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, INCLUDING ANY OUTCOME DESIRED BY CLIENT OR NON-
INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY
RIGHTS.
5.1.3
Limitation of Liability. To the fullest extent permitted by law: 1) ASU shall not be liable
for any consequential, incidental, indirect, special, reliance, punitive, or exemplary
damages or losses, whether in contract, tort, or otherwise, that arise in any way out of
this Agreement or the Services; and 2) IN NO EVENT WILL THE AGGREGATE LIABILITY OF
ASU IN ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH THIS
AGREEMENT OR THE SERVICES PROVIDED EXCEED $100.
7.0
Intellectual Property. ASU will retain ownership of its pre-existing intellectual property, including
any that may be incorporated into the Services and/or deliverables under this Agreement. The
parties understand and agree that ASU owns any and all right, title and interest in and to any and
all intellectual property developed, created or invented solely by ASU in its performance under
this Agreement, including the Services and/or any deliverables, and that ASU will have the
exclusive right to patent, copyright, publish, distribute, disclose, use or disseminate in whole or
in part any such intellectual property. In no event is any ASU intellectual property considered a
“work for hire” and, except as provided in this Section 12, in no way does the provision of Services
under this Agreement confer any license, right, title or interest in any ASU intellectual property
to Client. Solely to the extent to allow Client to make use of any deliverables for their intended
purpose as contemplated by this Agreement, ASU hereby grants to Client a fully paid up,
perpetual, irrevocable, royalty-free, worldwide right and license to ASU’s pre-existing intellectual
property incorporated into the deliverables, if any.
8.0
Indemnification. Maricopa will indemnify, defend, save and hold harmless the ASU, its
departments, agencies, boards, commissions, universities, and its and their officials, agents, and
employees (collectively, “Indemnitee”) for, from, and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim
processing, investigation, and litigation) arising out of or in any way related to this Agreement or
the Services. Maricopa will be responsible for primary loss investigation, defense, and judgment
costs where this indemnification is applicable.
9.0
No University Endorsements. In no event will Maricopa (or its successors, employees, agents
and contractors) state or imply in any publication, advertisement or other medium that ASU has
approved, endorsed or tested any product or service. In no event will ASU’s performance of any
Services hereunder be considered a test of the effectiveness or the basis for any endorsement of
a product or service.
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10.0
Use of Names or Logos. 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”), or the name of any representative or employee of the other party in any sales
promotion work or advertising, or any form of publicity, without the prior written permission of
the party that owns the Marks in each instance. Use of any party’s Marks must comply with the
owning party’s requirements, including using the “®” indication of a registered trademark where
applicable.
11.0
Similar Research. Nothing in this Agreement will be construed to limit the freedom of ASU or of
its researchers from engaging in similar services made under other grants, contracts or
agreements with parties other than Maricopa.
12.0
Export Controls. Maricopa will notify ASU in writing if any technological information or data
provided to ASU under this Agreement is subject to export controls under U.S. law or if
technological information or data that Maricopa is requesting ASU to produce during the course
of work under this Agreement is expected to be subject to such controls. Maricopa will notify
ASU of the applicable export controls (for example, Commerce Control List designations, reasons
for control, countries for which an export license is required). ASU will have the right to decline
export-controlled information or tasks requiring production of such information.
13.0
Notices. All notices, requests, demands and other communications hereunder will be deemed
to have been duly given if the same shall be in writing and be delivered (a) personally, (b) by
certified mail, postage prepaid, (c) by facsimile transmission, with a copy by regular mail or (d)
by overnight delivery service and addressed to the recipient’s business address.
14.0
Force Majeure.
14.1
With the exception of a party’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” shall mean 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,
fire, flood, substantial snowstorm or other weather condition, or of a public enemy, acts of the
Government in either its sovereign or contractual capacity, war, terrorism, embargo, any United
States or foreign government regulation, direction or request, accident, disease, pandemic or
epidemic, mass health issues, quarantine restrictions, strike or other labor difficulties, dispute or
labor trouble, civil unrest, freight embargoes, natural disasters, or any failure, disruption or delay
of any transportation, utilities, power, equipment or communications system, critical electronic
systems, acts of terrorism, mass shootings, other emergencies that disrupt a party’s operations,
or any other or similar cause beyond that party’s reasonable control.
14.2
The party which is so prevented from performing shall give prompt notice to the other
party of the occurrence of such Force Majeure Event, the expected duration of such condition and
the steps which it is taking to correct such condition. This Agreement may be terminated by either
party by written notice upon the occurrence of such Force Majeure Event which results in a delay
of performance hereunder exceeding thirty (30) days.
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15.0
Applicable Law. Any dispute regarding or arising under this Agreement, or the interpretation of
this Agreement, will be subject to and resolved in accordance with the laws of the State of
Arizona, without regard to its conflicts of laws principles.
16.0
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 hereto 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 parties. In the event of litigation, as
required by Arizona Revised Statutes (“A.R.S.”) §12-1518, the parties agree to make use of
arbitration in all contracts that are subject to mandatory arbitration pursuant to rules adopted
under A.R.S. §12-133.
17.0
Assignment. Neither party will assign or transfer any interest in this Agreement without the
prior written approval of the other party. 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.
18.0
Recitals and Exhibits. All recitals herein, and all exhibits attached hereto and referred to herein,
are integral and material parts of this Agreement.
19.0
Severability. If any provision of this Agreement shall for any reason be found invalid, illegal,
unenforceable, or in conflict with any valid controlling law: (a) such provision will be separated
from this Agreement; (b) such invalidity, illegality, unenforceability, or conflict will not affect any
other provision hereof; and (c) this Agreement will be interpreted and construed as if such
provision, to the extent the same shall have been held invalid, illegal, unenforceable, or in
conflict, had never been contained herein.
20.0
Waiver. The waiver of a breach hereunder may be affected 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.
21.0
Modification. Any modification or amendment of this Agreement will be effective only if made
in writing and signed by both parties.
22.0
No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or will
be construed to confer upon any person or entity, other than the parties and their respective
successors and assigns permitted by this Agreement, any right, remedy or claim under or by
reason of this Agreement.
25.0
Failure of Legislature to Appropriate. In accordance with ARS § 35−154, 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, then ASU may provide
written notice of this to Client and cancel this Agreement without further obligation of ASU.
Appropriation is a legislative act and is beyond the control of ASU.
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23.0
Merger and Integration. This Agreement contains the entire understanding between the
parties concerning the subject matter of this Agreement and supersedes any and all prior
understandings, agreements, representations, and warranties, express or implied, written or
oral, between the parties concerning the subject matter of this Agreement.
24.0
Nondiscrimination. The parties agree to 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.
25.0
Conflict of Interest. In accordance with A.R.S. § 38-511, either party may cancel this Agreement
within three years after the execution of this Agreement, without penalty or further obligation,
if any person significantly involved in initiating, negotiating, securing, drafting or creating this
Agreement on behalf of such party, at any time while this Agreement or any extension thereof is
in effect, is an employee or agent of any other party to this Agreement in any capacity or a
consultant to any other party with respect to the subject matter of this Agreement.
26.0
Independent Contractor. Each party is an independent contractor and is independent of the
other party. Under no circumstances shall any employees of 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. Neither party shall have any right, power, or authority under this
Agreement to act as a legal representative of the other party, and neither party shall have any
power to obligate or bind the other or to make any representations, express or implied, on behalf
of or in the name of the other in any manner or for any purpose whatsoever contrary to the
provisions of this Agreement. Each party acknowledges that the relationship of the parties
hereunder is non-exclusive.
27.0
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.
[SIGNATURES ON NEXT PAGE.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives on the respective dates entered below.
THE ARIZONA BOARD OF REGENTS
MARICOPA COUNTY
FOR AND ON BEHALF OF
ARIZONA STATE UNIVERSITY
By:
By:
Name:
Name: Jack Sellers
Title:
Title:
Chairman, Board of Supervisors
Date:
Date:
INTERGOVERNMENTAL AGREEMENT DETERMINATION
In accordance with A.R.S. § 11-952, this Agreement has been reviewed by the undersigned who have
determined that this Agreement is in appropriate form and is within the powers and authority of the
respective parties.
Maricopa County
The Arizona Board of Regents for and on Behalf of
Arizona State University
By: _________________________
By: _____________________________
Deputy County Attorney
Counsel for ASU
Date: ____________________
Date: ____________________________
ATTEST: _______________________________
Office of the Clerk of the Board Date