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INTERGOVERNMENTAL AGREEMENT
between
CITY OF CHANDLER
and
THE ARIZONA BOARD OF REGENTS FOR AND ON BEHALF OF ARIZONA STATE
UNIVERSITY
This Intergovernmental Agreement ("IGA"), dated this __ day of ___________, 2023, is entered
into by and between the Arizona Board of Regents for and on behalf of Arizona State University,
("ASU"), and the City of Chandler, a municipal corporation organized and existing under the
laws of the State of Arizona ("Collaborator") pursuant to Arizona Revised Statutes 11-952.
I.
GENERAL PINCIPLES
Collaborator governs a city that is located in Maricopa County, and provides services to its
residents as mandated by the city code, and Arizona State law.
ASU is a state-funded educational unit dedicated to teaching and applying sustainability
principles to local, regional, and global challenges.
The Project Cities Program, a project of ASU, delivers sustainability research, education, and
solutions with practical, measurable and meaningful impact. It is a university-community
partnership in which ASU students, in designated courses, work directly with a local community
partner on community identified sustainability-related challenges, policies, and issues. Students
from multiple disciplines research difficult problems and propose innovative solutions that
enable the community partner to make informed decisions and improve its progress toward a
better future.
The Parties will collaborate on experiential learning projects for students that bring fresh
perspectives to challenges within the jurisdiction of the City of Chandler.
II. AREAS OF POTENTIAL COLLABORATION
ASU and Collaborator will work together to explore opportunities for collaborative activities
including, for example and without limitation: co-creating implementation frameworks or
solution pathways for environmental, economic and social improvement projects. Collaborator's
intent is to focus on research projects that are aligned with strategic objectives, initiatives, or
existing programs.
III. COOPERATIVE PROJECTS AND COMPENSATION
Each cooperative project undertaken by the Parties hereunder will be mutually agreed upon in
writing with a "Scope of Work Statement", that addresses information pertaining to the
specific area of study and shall include the scope of work, duration, cost, deliverables, and other
necessary items to be addressed for cooperative activities. Each Scope of Work Statement shall
be approved by the Collaborator’s City Manager or designee and will be bound to the terms of
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this Agreement. All funds will be paid in United States Dollars based upon a defined payment
schedule outlined in each Scope of Work Statement.
Each Party acknowledges that it is not using, nor will it use in the future, any broker with respect
to any transaction entered into between ASU and Collaborator pursuant to this IGA without the
written consent of the other Party.
For each project undertaken by the Parties, ASU will manage the client relationship, write the
proposal, provide· resources, develop the necessary partnerships, and manage the activities of the
team.
IV. DISCLAIMER
Nothing in this IGA constitutes a grant, express or implied, by either Party to the other of any
license or rights whatsoever to the intellectual property of a Party that may exist at the time this
IGA is entered. No Party makes any representations or warranties, expressed or implied,
regarding any information shared, or its performance, under this IGA, including but not limited
to any warranty of the merchantability, use or fitness for any particular purpose of any research
results and any warranty against infringement of any intellectual property rights.
Each Party will be responsible for its own actions and those of its employees under this IGA.
V. TERM AND TERMINATION
This IGA is non-exclusive and shall be effective on the date first set forth above ("Effective
Date"), and shall survive for 5 years from the Effective Date. The Parties may modify or extend
this Agreement at any time by mutual written consent; Collaborator's consent must be duly
authorized by its City Council. Either Party may terminate this Agreement at any time by giving
the other Party not less than thirty (30) days prior written notice. Upon termination of this IGA
and by request of a Party, each Party shall promptly return (or destroy at the request of each
Party and subject to Arizona Public Records Law) any and all proprietary information provided
by the other Party.
VI. GENERAL
1.
Independent Contractors. Each Party is an independent contractor and is independent of
the other Party. This IGA does not create a partnership, joint venture or agency relationship
of any kind between the Parties. This IGA does not create any fiduciary or other obligation
between the Parties. Neither Party shall have any right, power or authority under this IGA
to act as a legal representative of the other Party, and neither Party shall have any right or
authority to bind or obligate the other or make any representation or warranty on behalf of
the other. Under no circumstances shall any employees of one Party be deemed the
employees of the other Party for any purpose. Each Party is responsible for the direction
and compensation of its employees. Each Party acknowledges that the relationship of the
Parties hereunder is non-exclusive.
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2.
Complete Agreement. This IGA is a complete and exclusive statement of the agreement
between the Parties, which supersedes all prior or concurrent proposals and understandings
in any language, whether oral or written, and all other communications, in any language,
between the Parties relating to the subject matter of this IGA. Such communications include
but are not limited to in person conversations, telephone exchanges including any messages
received or not received, email or other electronic transmissions including instant
messaging services or fax, letters, memoranda, etc.
3.
Endorsement. Neither Party shall imply the endorsement of the other or use publicly for
publicity, promotion or otherwise, any logo, name, trade name, service mark or trademark
(including music and colors) of the other Party, or any simulation, abbreviation, or
adaptation of the same, or the name of any employee or agent of the other Party, without
the other Party's prior written, express consent.
4.
No Authority. Any person from or agent of ASU providing services under this IGA will
have no authority to negotiate any agreements for the Collaborator, to incur any obligations
or expenses on behalf of the Collaborator, or to act in any other manner on behalf of the
Collaborator or in its name. Such person from or agent of ASU will not provide, and are not
engaged or authorized by the Collaborator to provide, legal advice or services,
notwithstanding that one or more may be trained as lawyers.
5.
Confidential Information. In order to provide support to the Collaborator as described in
the Scope of Work Statement/s, individuals from ASU may need to participate in internal
discussions among Collaborator employees, and view non-public internal Collaborator
documents and written communications pertaining to ASU's services ("Confidential
Information"). In order to be protected hereunder, all Confidential Information must be
marked confidential if disclosed in written or other tangible form. If Confidential
Information is disclosed orally or visually, Confidential Information must be identified as
confidential at the time of disclosure and reduced to writing, marked confidential, and
transmitted to ASU within thirty (30) days of the initial disclosure. ASU will protect
Confidential Information to prevent unauthorized disclosure or publication of the
Confidential Information by using the same degree of care, but no less than a reasonable
degree of care that ASU uses to protect its own confidential information of a like nature.
Non-Disclosure of Confidential Information. ASU's obligations regarding the disclosure of
Confidential Information received pursuant to collaborative projects under this Agreement
survive for six (6) years from the Effective Date. Except as provided in the "Other
Disclosure Provisions" paragraph below, ASU shall agree to (i) hold the Confidential
Information in confidence, and (ii) not at any time divulge, disclose, or communicate the
Confidential Information to anyone other than Collaborator employees except as authorized
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by the Collaborator, or use the Confidential Information for any purpose other than in
connection with the ASU' s services under this Agreement.
Other Disclosure Provisions. The "Non-Disclosure of Confidential Information" paragraph
above does not apply to ASU with respect to Confidential Information that (a) was in the
ASU's possession before the effective date of the Scope of Work Statement/s; (b) is or
becomes a matter of public knowledge or publicly available through no fault of ASU; (c) is
disclosed by ASU with the prior written approval of a duly authorized representative of the
Collaborator; ( d) is received in good faith, without any obligation of confidentiality from a
third party having a legal right to disclose the same; or ( e) is independently developed by
ASU by individuals without access to such information. In addition, ASU may disclose
Confidential Information if such information is required to be disclosed by any law, rule,
regulation, judicial or administrative process or applicable professional standards, provided
that, to the extent permitted by applicable law or regulation, ASU notifies the Collaborator
prior to any such required disclosure.
ALL INFORMATION IS PROVIDED “AS IS” AND WITHOUT WARRANTY,
REPRESENTATION, OR GUARANTEE OF ANY SORT, EXPRESSED OR IMPLIED.
Nothing in this Agreement will be construed to convey to either party any right, title or
interest in any confidential information provided by the other party or any right, title or
interest in any intellectual property of the parties, including but not limited to, processes,
copyrights or patents. No license to the receiving party under any trademark, patent or
copyright is either granted or implied by the conveying of confidential information to the
receiving party. Neither party will use any service marks, trademarks, logos or other marks
of the other party without the express written approval of the other party.
Notice is hereby provided that ASU is a public institution under the State of Arizona, and as
such, is subject to A.R.S. §§ 39 121 through 39 127 regarding public records. Any
provision regarding confidentiality is limited to the extent necessary to comply with
Arizona law.
6.
Publication Rights and Publicity.
a. Use. ASU and any person from ASU who works on the project shall have the
right to use, publish, and present publicly any findings and data based on or
derived from the Created Materials or work performed under the Scope of Work
Statements; provided that no Confidential Information (as defined above) shall be
disclosed in such publications or presentations. ASU shall provide the
Collaborator with an opportunity to review any such materials at least 30 days
prior to submission for publication or presentation for the purpose of identifying
any Confidential Information that is contained therein which should be removed;
the Collaborator shall perform such review within 30 days of receipt. Publications
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and presentations by ASU of general conclusions about ASU's initiatives drawn
from work with multiple jurisdictions and publications or presentations that
summarize publicly available information about the Collaborator’s initiatives do
not have to be submitted for review.
b. Publicity. Neither the Collaborator nor ASU may issue a press release or other
public announcement about ASU's services under this Agreement or Scope of
Work Statements, nor may either use any name, trademark or insignia of the other
party (or of any school, department or unit of the other party) for promotional
purposes or any other purposes in connection with the Agreement, without the
prior written approval of the other party.
7.
Title IX Obligation. Title IX protects individuals from discrimination based on sex,
including sexual harassment. Students will be receiving academic credit for the applied
project experience with Collaborator. ASU fosters a learning and working environment
built on respect and free of sexual harassment. ASU has provided collaborator additional
Title IX Guidance materials that explain all parties' obligations related to providing a safe
learning environment for students. Collaborator is committed to maintaining a workplace
free from sexual harassment, and Collaborator's own workplace policies prohibit
discrimination or harassment - including sexual harassment - because of an individual's
protected status.
ASU's Title IX Guidance is available at http://links.asu.edu/PC TitleIXGuidance.
VII. STATE OF ARIZONA PROVISIONS
1. Nondiscrimination. The Parties will comply with all applicable state and federal laws, rules,
regulations, and executive orders governing equal employment opportunity, immigration, and
nondiscrimination, including the Americans with Disabilities Act. If applicable, the Parties
will abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.S(a) and 60-741.S(a). These
regulations prohibit discrimination against qualified individuals based on their status as
protected veterans or individuals with disabilities, and prohibit discrimination against all
individuals based on their race, color, religion, sex, or national origin. 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.
2. Conflict of Interest. In accordance with Arizona Revised Statutes ("A.R.S.") § 38-511,
either ASU or the Collaborator 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
ASU or on behalf of the Collaborator, at any time while this Agreement or any extension
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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.
3. Arbitration in Superior Court. As required by 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.
4. Failure of Legislature to Appropriate. In accordance with A.R.S. § 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 Collaborator and cancel this Agreement
without further obligation of ASU. Appropriation is a legislative act and is beyond the
control of ASU or the Collaborator.
5. ASU 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, without in each case, the prior written consent of the other party. Collaborator's use of
any ASU Marks must comply with ASU's requirements including using the ® indication of a
registered trademark where applicable.
6. Student Educational Records. Student educational records are protected by the federal
Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g ("FERPA"). Collaborator
will comply with FERPA and will not access or make any disclosures of student educational
records to third parties without prior notice to and consent from ASU or as otherwise
provided by law. If this Agreement contains a scope of work or any provision that requires or
permits Collaborator to access or release any student records, then, for purposes of this
Agreement only, ASU hereby designates Collaborator as a "school official" for ASU under
FERPA, as that term is used in FERPA and its implementing regulations. As such,
Collaborator will comply with FERPA and will not make any disclosures of ASU students'
educational records to third parties without prior notice to, and consent from, ASU or as
otherwise permitted by law. In addition, any access or disclosures of student educational
records made by Collaborator or its employees and agents must comply with ASU's
definition of legitimate educational purpose, which definition can be found at: SSM 107-01:
Release of Student Information (http://www.asu.edu/aad/manuals/ssm/ssml 07-01.html). If
Collaborator violates the terms of this section, Collaborator will immediately provide notice
of the violation to ASU.
7. Intellectual Property Ownership
General. Subject to any obligations to the United States Government pursuant to the
provisions of 35 U.S.C. sections 200-212 and applicable regulations of Chapter 37 of the
Code of Federal Regulations:
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a) "Intellectual Property" means any inventions, discoveries, concepts, methods, processes,
data, copyrights, computer programs and related documentation, works of authorship
fixed in a medium of expression, or mask works, whether or not patentable, copyrightable
or subject to mask work rights or other similar statutory rights, as well as applications for
any such rights.
b) ASU and Collaborator shall each retain ownership of all Intellectual Property and
materials owned by each of them prior to the Effective Date.
c) Intellectual Property resulting from the performance of the Project and created solely by
legal inventors or authors who are ASU employees will be owned by ASU ("ASU IP")
and managed through Skysong Innovations, LLC ("SI").
d) Intellectual Property resulting from the performance of the Project and created solely by
legal inventors or authors who are Collaborator's employees will be owned by
Collaborator ("Collaborator IP").
e) Intellectual Property resulting from the performance of the Project and created jointly by
legal inventors who are ASU's employees and Collaborator's employees will be owned
jointly by ASU, managed by SI, and Collaborator ("Joint IP").
f) ASU and Collaborator shall each retain ownership of all intellectual property and
materials owned by each of them prior to the Effective Date.
g) ASU hereby grants to the Collaborator a fully paid, royalty-free, non-exclusive, license to
use, reproduce, distribute, modify, and transmit Intellectual Property resulting from the
performance of the cooperative projects, or portions thereof in any media now known or
hereafter developed for government purposes.
Patent Applications. Patent applications will be filed by SI on behalf of ASU on ASU IP
and Joint IP. Collaborator may, at any time, request SI to file a patent application on ASU
IP or Joint IP. If such a request is made, Collaborator agrees to reimburse SI for all patent
costs plus a 15% patent administration charge. In addition, Collaborator has the right to
review all filings and office actions related to the patent applications, provided, however,
that in an emergency when immediate action is needed to protect ASU IP or Joint IP,
documents may be filed prior to review by the Collaborator and in such event, telephone
or facsimile notice shall be given promptly by SI or SI's counsel of such action. SI will
use reasonable efforts to avoid emergency situations in cases where they have control
over the timing of steps involved in protecting ASU IP or Joint IP.
Option. In consideration of Collaborator's support of this Project and to the extent that SI
has a right to grant such license, Collaborator shall be entitled to an option to negotiate a
royalty-bearing license to ASU IP and/or ASU's interest in Joint IP, so long as
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Collaborator agrees to reimburse SI for all patent costs plus a 15% patent administration
charge during the term of the option. Failure to reimburse SI's patent costs plus a 15%
patent administration charge will result in termination of the option.
a) Collaborator must exercise the option in writing to SI within thirty (30) days of SI's
notification to Collaborator of any invention/discovery or within thirty (30) days of
the termination of the Project, whichever occurs sooner.
b) A license must be negotiated in good faith within three (3) months of Collaborator's
written notification that it wishes to exercise the option. Said license shall contain
reasonable terms that are standard in the industry for the ASU IP and/or ASU' s
interest in Joint IP, shall require diligent performance by Collaborator for the timely
commercial development and marketing of such ASU IP and/or ASU's interest in
Joint IP, and shall include Collaborator's obligation to reimburse SI's patent costs plus
a 15% patent administration charge for all inventions subject to the license.
Disclosure. Collaborator shall retain all invention disclosures submitted by ASU or SI
in confidence and use its best efforts to prevent disclosure to third parties.
Collaborator shall be relieved of this obligation only when this information becomes
publicly available through no fault of Collaborator.
8. Governing Law and Venue. This Agreement will be governed by the laws of the State of
Arizona without regard to any conflicts of laws principles. ASU's obligations hereunder are
subject to the regulations/policies of the Arizona Board of Regents. Any proceeding arising
out of or relating to this Agreement will be conducted in Maricopa County, Arizona. Each
Party waives any objection it may now or hereafter have to venue or to convenience of
forum.
9. Indemnification. Each party (as "indemnitor") agrees to indemnify, defend, and hold
harmless the other party (as "indemnitee") from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney 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/derivative
liability to the indemnities, are caused by the act, omission, negligence, misconduct, or other
fault of the indemnitor, its officers, officials, agents, employees, or volunteers.
10. Counterparts. This IGA may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which taken together shall constitute one and the same
instrument, and photocopy, facsimile, electronic and other copies shall have the same effect
for all purposes as an ink-signed original.
**SIGNATURE PAGE FOLLOWS**
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IN WITNESS WHEREOF, The Parties have caused this IGA to be executed by their duly
authorized representatives as of the Effective Date.
CITY OF CHANDLER, an Arizona municipal corporation
___________________________
Date:
ATTEST:
____________________________
(SEAL)
CITY OF CHANDLER COUNSEL
The foregoing IGA by and between the City of Chandler and the Arizona State University has
been reviewed pursuant to A.R.S. § 11-952 by the undersigned who has determined that it is in
proper form and is within the powers and authority granted under the laws of the State of
Arizona to those parties to the Agreement represented by the City of Chandler’s attorney.
____________________________
_________________
Name: Kelly Schwab
Date:
Title: City Attorney
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ARIZONA BOARD OF REGENTS FOR AND ON BEHALF OF
ARIZONA STATE UNIVERSITY
By: ____________________________
Name: Kristy Macdonald
Title: Assistant Director, Research Operations
Date: ____________________________
GLOBAL INSTITUTE OF SUSTAINABILITY AND INNOVATION
By: ____________________________
Name: Anne Reichman
Title: Director, Sustainable Cities Network & Project Cities
Date: ____________________________
ATTORNEY CERTIFICATION
The foregoing IGA by and between the Collaborator and the Arizona State University has been
reviewed pursuant to A.RS. § 11-952 by the undersigned who has determined that it is in proper
form and is within the powers and authority granted under the laws of the State of Arizona to
those parties to the Agreement represented by Legal Counsel for Arizona State University.
__________________________
_________________
Name:
Date:
Title:
Associate General Counsel