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HomeMy WebLinkAboutC2021-018 - Partnership for Economic Innovation �o�kTM Nyt�N a _ n CONTRACT/GRANT INFORMATION SHEET- NEW CONTRACT • b • • 9,/�ha[Is 0:1 Date: 9/23/2020 Staff's Name:James Smith Department: Administration Vendor's Name: Partnership for Economic Vendor Number: Innovation Received W9: ® Y ❑ N ❑ ALREADY IN SYSTEM Business License#: Exp. Date: Click here to enter a date. ACCOUNTING SUMMARY Org Object Project/# $ Accounting Code: DEDAD 6402 TBD(used for variety of different Choose an item. things/departments/funds): CONTRACT SUMMARY Contract Number Assigned: 2021-018 Current Contract Total: $10,000 Owner's Contingency (included in Current Contract Total) Total Contract Amount with Renewals: Brief Description of Service: Participation in the Smart Region Consortium If Renewable: Choose an item. Total#of Renewals Max: Choose an item. Contract Beginning Date: 7/1/2020 Contract Expiration Date: 6/30/2021 Budgeted Expenditure: ❑ Yes ® No Budget Page#: Approved by Council: ❑ Yes; Date: Click here to enter a ❑ No ® N/A date. Insurance Certificate provided: ® Yes ❑ No ❑ N/A GRANT SUMMARY Name of Grantee: Grant Number Assigned: Resolution Number: Date Council Approved: Revised 3/19/20 1 eo,ih-ad No , aoo l g AGREEMENT BETWEEN THE PARTNERSHIP OF ECONOMIC INNOVATION AND THE TOWN OF FOUNTAIN HILLS The TOWN of FOUNTAIN HILLS, a municipal corporation(the"Town"), has approved participation in and support of the regional SMART REGION CONSORTIUM ("Consortium") of the PARTNERSHIP FOR ECONOMIC INNOVATION ("PEI"), an Arizona non-profit corporation. The purpose of this agreement ("Agreement") is to set forth the terms and conditions upon which the Town will participate in and provide support to the Consortium in exchange for the Consortium's services described herein. WHEREAS,the Consortium shall be a public-private partnership that connects participating governments with technology-based innovations to intentionally collaborate in solving the challenges governments face in meeting the needs of their residents and to build the infrastructure needed to position Greater Phoenix as a smart region. Additionally, the Consortium will potentially yield many other benefits in that it: LI Creates economies of scale by leveraging regional assets 0 Shifts some of the risk of smart city deployment from the Town to the Consortium O Enhances services to residents ❑ Saves revenue for communities in delivering urban services 13 Increases ROI from interoperable technology deployment a Reduces procurement costs through economies of scale and clearer requirements C] Vets and implements technology faster through cooperative testing across the region O Increases opportunity to attract and grow technology companies fl Enhances the reputation of the region U Reinforces the regional identity around people,place, and technology 0 Supports the local startup community Now therefore, in consideration of the mutual covenants, conditions, representations and warranties herein contained, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: TERM The term of this Agreement begins on July 151,2020 and expires on June 30th, 2021 ("FY2020- 21"). The term of the Agreement may be extended by up to one year by the Parties' written agreement. RESPONSIBILITIES OF THE CONSORTIUM The Consortium was established on March 26`h, 2019 as for the Project Services Agreement (EXHIBIT A)entered by and among Arizona State University(ASU),Greater Phoenix Economic Council (GPEC), Institute for Digital Progress (IDP), Maricopa Association of Governments(MAG)and the PEI. - I - PEI will serve as the fiscal agent for the Consortium,and in this capacity,PEI will maintain all financial records including documentation of billings and payments made in regard to this project.PEI will ensure all billings and payments are consistent with the approved budget. (EXHIBIT B) The Consortium's governance structure includes a Smart Region Leadership Council,an Industry Advisory Commission,and an Executive Team,each fulling its roles and responsibilities as identified in the"Consortium Overview". (EXHIBIT C) The Consortium will provide a voting seat on the Leadership Council for determination and approval of the Smart Region Opportunity Projects according to community membership tier. The Consortium will support the Town to identify challenges and opportunities that can improve the quality of life for all citizens and businesses and drive the creation,advancement and adoption of smart city technology throughout the Town and the region. The Consortium will assist the Town to evaluate proposals and identify the most responsive, viable responses for implementation of approved projects. The Consortium will create and maintain a data portal to house,aggregate, analyze, and report the results of projects agreed upon by the Leadership Council and within the parameters of applicable data sharing agreements. The Consortium will provide workforce development classes, innovation sandboxes,and research support. Full details of the purpose and scope of the Consortium can be found in EXHIBIT C attached to this Agreement. RESPONSIBILITIES OF THE TOWN Staff Support of Smart Region Consortium Efforts: The Town shall support Smart Region Consortium efforts as follows: o The Town shall provide representation on the Leadership Council.The Leadership Council will be comprised of one voting seat for each Consortium member community.The Leadership Council will serve as the voting council for determination and approval of the Smart Region Opportunity Projects identified through the call for innovation(See Exhibit C); o The Town shall cooperate in the implementation of the Consortium's process to identify and select Smart Region Opportunity Projects; o The Town shall use its best efforts to respond to special requests by the Consortium for information about the Town's Smart City&Region projects and activities; o The Town shall, at its sole option,deliver to the Consortium staff and Executive Team copies of any Town-approved Smart City development strategies,work plan,programs and evaluation criteria. The Consortium staff shall not disclose the same to the other community and industry participants in the Consortium or their representatives; o The Town shall utilize good-faith efforts to cause the designated representative of the Town to attend all events and functions to which the Town has committed itself; and o The Town agrees to cooperate with the Consortium to improve the Town's adoption of smart city and smart region policies and technology consistent with the Town's unique character and interest,thus advancing the Town's and region's competitiveness, quality of life and job creation. Recognition of Smart Region Consortium: The Town agrees to recognize the Consortium as Town's officially designated regional entity to coordinate, advise, develop and promote smart city initiatives and programs in the Greater Phoenix region. This agreement does not preclude the Town from entering agreements with other entities. ADDITIONAL AGREEMENTS OF THE PARTIES: Participation in Marketing Events Representative(s)of the Town shall utilize good-faith efforts to cause the designated representative of the Town to participate in the Consortium's marketing events provided that such participation shall not be at the Consortium expense. Provision of Technical Assistance The Consortium will use its commercially reasonable best efforts to provide technical assistance and support to Town staff for development and implementation of smart city projects. Compensation The Town agrees to pay$10,000 for services to be provided by the Consortium pursuant to the Agreement during the fiscal year ending on June 30,2021, as set forth in this Agreement. This amount is based upon the Town's population men from the 2018 Office of Economic Opportunity population estimate, which listed the Town as having a population of 24,029. Funding of this Agreement shall be subject to the annual appropriations of funds for this activity by the Town Council pursuant to the required budget process of the Town; Nothing herein shall preclude the Town from contracting separately with PEI for services to be provided in addition to those to be provided hereunder, upon terms and conditions to be negotiated by the Town and PEE; and PEI shall submit invoices for payment on an annual basis.The first invoice will be issued on July 1st, 2020. Cooperation The parties acknowledge that the Consortium is a cooperative organization effort among PEI, its executive partners Arizona State University(ASU), Greater Phoenix Economic Council(GPEC), Institute for Digital Progress(IDP), Maricopa Association of Governments (MAG) and its member communities. Accordingly,the Town and PEI covenant and agree to work together in a productive and harmonious manner,to cooperate in furthering the Consortium goals. The Town agrees to work with all the partners and member communities, as necessary and appropriate, to revise the performance measures,benchmarks, and/or goals for the Consortium. GENERAL PROVISIONS: Covenant Against Contingent Fees PEI warrants that no person or selling agent has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage,brokerage,or contingent fee. For a breach or violation of this warranty, the Town shall have the right to terminate this Agreement without liability or, at its discretion,to deduct the commission, brokerage or contingent fee from its payment to PEI. Assignment Prohibited No party to this agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and have no effect. Independent Contractor; No Agency Nothing contained in this Agreement creates any partnership,joint venture or agency relationship between the Town and PEI. At all times during the term of this Agreement, PEI shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control PEI only insofar as to the results of PEt's services rendered pursuant to this Agreement. PEI shall have no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an agent. PEI shall have no authority, express or implied,pursuant to this Agreement to bind Town to any obligation whatsoever. Indemnification And Hold Harmless During the term of this Contract, PEI shall indemnify,defend,hold, protect and save harmless the Town and any and all of its Councilmembers,officers and employees from and against any and all actions, suits, proceedings, claims and demands, loss, liens, costs,expense and liability of any kind and nature whatsoever, for injury to or death of persons,or damage to property, including property owned by Town,brought,made, filed against, imposed upon or sustained by the Town,its officers,or employees in and arising from or attributable to or caused directly or -4- indirectly by the negligence,wrongful acts,omissions or from operations conducted by PEI,its directors,officers, agents or employees acting on behalf of PEI and with PEI's knowledge and consent. Any party entitled to indemnity shall notify PEI in writing of the existence of any claim, demand or other matter to which PEI's indemnification obligations would apply and shall give to PEI a reasonable opportunity to defend the same at its own expense and with counsel reasonably satisfactory to the indemnified party. Nothing in this subsection shall be deemed to provide indemnification to any indemnified party with respect to any liabilities arising from the fraud,negligence, omissions or willful misconduct of such indemnified party. Insurance PEI shall procure and maintain for the duration of this Agreement, at PEI's own cost and expense, insurance against claims for injuries to persons or damages to property which may arise from or in connection with this Agreement by PEI, its agents, representatives, employees or contractors. The Town acknowledges that it has received and reviewed evidence of PEI's insurance coverage in effect as of the execution of this Agreement. Gratuities The Town may,by written notice to PEI,terminate the right of PEI to proceed under this Agreement upon one(1) calendar day notice, if it is found that gratuities in the form of entertainment, gifts, or otherwise in excess of twenty-five dollars were offered or given by PEI, or any agent or representative of PEI,to any officer or employee of the Town with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending,or the making of any determinations with respect to the performance of such contract; provided that the existence of the facts upon which the Town makes such findings shall be an issue and may be reviewed in any competent court. In the event of such termination, the Town shall be entitled to pursue all legal and equitable remedies against PEI available to the Town. Activities by an officer or employee of the Town while engaged in official business with PEI, shall not be deemed a gratuity. Equal Employment Opportunity During the performance of this Agreement,PEI agrees as follows: o PEI will not discriminate against any employee or applicant for employment because of race, color,religion,gender, sexual orientation, national origin, age, disability, or any other legally protected status. PEI shall take affirmative action to ensure that applicants and employees are treated without regard to their race, color, religion, gender, sexual orientation,national origin, age,disability, or any other protected class. Such action shall include,but not be limited to,the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. PEI agrees to -5 - post in conspicuous places,available to employees and applicants for employment,notices setting forth the provisions of this nondiscrimination clause. o PEI will,in all solicitations or advertisements for employees placed by or on behalf of PEI,state that all qualified applicants will receive consideration for employment without regard to race,color,religion,gender,sexual orientation, national origin, age,disability,or any other legally protected status. o PEI will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement,provided that the foregoing provisions shall not apply to Agreements or subcontracts for standard commercial supplies or new materials. Upon request by the Town, PEI shall provide Town with information and data concerning action taken and results obtained in regard to PEI's Equal Employment Opportunity efforts performed during the term of this Agreement. Such reports shall be accomplished upon forms furnished by the Town or in such other format as the Town shall prescribe. Compliance with Applicable Federal and State Laws Required PEI understands and acknowledges the applicability of the Immigration Reform and Control Act of 1986, the Drug Free Workplace Act of 1989 and the American with Disabilities Act, and agrees to comply therewith in performing under any resultant agreement and to permit Town inspection of its records to verify such compliance. PEI warrants to the Town that,to the extent applicable under A.R.S. §41-4401,PEI is in compliance with all Federal Immigration laws and regulations that relate to its employees and with the E-Verify Program under A.R.S. § 23-214(A). PEI acknowledges that a breach of this warranty by PEI or any subconsultants providing services under this Agreement is a material breach of this Agreement subject to penalties up to and including termination of this Agreement or any applicable subcontract. The Town retains the legal right to inspect the papers of any employee of PEI or any subconsultant who works on this Agreement to ensure compliance with this warranty. The Town may conduct random verification of the employment records of PEI and any of its subconsultants who work on this Agreement to ensure compliance with this warranty. The Town will not consider PEI or any of its subconsultants who work on this Agreement in material breach of the foregoing warranty if PEI and such subconsultants establish that they have complied with the employment verification provisions prescribed by 8 USCA § 1324(a)and(b) of the Federal Immigration and Nationality Act and the E-verify requirements prescribed by A.R.S. § 23-214(A). The provisions of this section must be included in any contract PEI enters into with any and all of its subconsultants who provide services under this Agreement or any subcontract to provide services under this Agreement. As used in this section"services"are defined as furnishing labor, time or effort in the State of Arizona by a contractor or subcontractor. Services include -6- construction or maintenance of any structure,building or transportation facility or improvement to real property. Termination for Cause Town shall have the right to terminate this Agreement if PEI shall fail to duly perform, observe or comply with any covenant, condition or agreement on its part under this Agreement and such failure continues for a period of 30 days (or such shorter period as may be expressly provided herein) after the date on which written notice requiring the failure to be remedied shall have been given to PEI by the Town; provided,however,that if such performance,observation or compliance requires work to be done, action to be taken or conditions to be remedied which,by their nature,cannot reasonably be accomplished within 30 days,no event of default shall be deemed to have occurred or to exist if, and so long as, PEI shall commence such action within that period and diligently and continuously prosecute the same to completion within 90 days or such longer period as the Town may approve in writing. The foregoing notwithstanding, in the event of circumstances which render PEI incapable of providing the services required to be performed hereunder,including,but not limited to,insolvency or an award of monetary damages against PEI in excess of its available insurance coverage and assets,the Town may immediately and without further notice terminate this Agreement. Termination for Convenience The Town and PEI agree to the full performance of the covenants contained herein,except that the Town reserves the right,at its discretion and without cause, to terminate or abandon any service provided for in this Agreement, or abandon any portion of the Project for which services have been performed by PEI. In the event the Town abandons or suspends the services, or any part of the services as provided in this Agreement,the Town will notify PEI in writing and immediately after receiving such notice, PEI must discontinue advancing the work specified under this Agreement. Upon such termination, abandonment,or suspension, PEI must deliver to the Town all drawings,plans, specifications,special provisions, estimates and other work entirely or partially completed,together with all unused materials supplied by the Town. PEI must appraise the work PEI has completed and submit PEI's appraisal to the Town for evaluation. The Town may inspect PEI's work to appraise the work completed. PEI will receive compensation in full for services performed to the date of such termination.The fee will be paid in accordance with this Agreement,and as mutually agreed upon by PEE and the Town. However, in no event may the fee exceed the fee set forth in this Agreement.The Town will make the final payment within 60 days after PEI has delivered the last of the partially completed items and the Parties agree on the final fee. Responsibility for Compliance with Legal Requirements PEI's performance hereunder shall be in material compliance with all applicable federal, state and local health,environmental, and safety laws, regulations, standards,and ordinances in effect during the performance of this Agreement. _ 7 - Institution of Legal Actions Any legal actions instituted pursuant to this Agreement must be filed in the County of Maricopa, State of Arizona, or in the Federal District Court in the District of Arizona. In any legal action, the prevailing party in such action will be entitled to reimbursement by the other party for all reasonable costs and expenses of such action, including reasonable attorneys' fees as may be fixed by the Court. Applicable Law Any and all disputes arising under any Agreement to be awarded hereunder or out of the proposals herein called for,which cannot be administratively resolved,shall be tried according to the laws of the State of Arizona Continuation During Disputes PEI agrees that,notwithstanding the existence of any dispute between the parties, each party shall continue to perform the obligations required of it during the continuation of any such dispute,unless enjoined or prohibited by an Arizona court of competent jurisdiction. Town Review of PEI Records PEI must keep all Agreement records separate and make them available for audit by Town personnel upon request. Notices Any notice,consent or other communication required or permitted under this Agreement shall be in writing and shall be deemed received at the time it is personally delivered,on the day it is sent by facsimile transmission,on the second day after its deposit with any commercial air courier or express service or,if mailed, three(3) days after the notice is deposited in the United States mail addressed as follows: If to Town: Grady E. Miller Town Manager gmmiller@fh.az.gov 16705 E. Avenue of the Fountains Fountain Hills,AZ 85268 If to PEI: Stephan Frijia Programs Director sfrijia@azpei.org 1475 N. Scottsdale Road Scottsdale,Arizona 85257 _8 - Any time period stated in a notice shall be computed from the time the notice is deemed received. Either party may change its mailing address or the person to receive notice by notifying the other party as provided in this paragraph. Transactional Conflict of Interest All parties hereto acknowledge that this Agreement is subject to cancellation by the Town pursuant to the provisions of A,R.S. § 38-51 l. Nonliability of Officials and Employees No member, official or employee of the Town will be personally liable to PEI, or any successor in interest, in the event of any default or breach by the Town or for any amount which may become due to PEI or successor,or on any obligation under the terms of this Agreement. No member, official or employee of PEI will be personally liable to the Town, or any successor in interest, in the event of any default or breach by the PEI or for any amount which may become due to the Town or successor,or on any obligation under the terms of this Agreement. No Waiver Except as otherwise expressly provided in this Agreement, any failure or delay by any party in asserting any of its rights or remedies as to any default, will not operate as a waiver of any default, or of any such rights or remedies, or deprive any such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. Severability If any provision of this Agreement shall be found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law, provided that the fundamental purposes of this Agreement are not defeated by such severability. Captions The captions contained in this Agreement are merely a reference and are not to be used to construe or limit the text. No Third Party Beneficiaries No creditor of either party or other individual or entity shall have any rights, whether as a third- party beneficiary or otherwise,by reason of any provision of this Agreement. Disclosure of Confidential Information If Required By Law This agreement allows the Parties to disclose Confidential Information,as defined below, to each other under the following terms. In the opinion of the Parties to this Agreement: (1)the Confidential Information is the proprietary property of the Parties and is strictly confidential and -9 - privileged pursuant to, among other laws,A.R.S. §§44-401,et seq.,(2)the release of the Confidential Information provided could cause harm to the Parties' competitive position,(3)the Confidential Information is potentially personal and private, and(4)the Confidential Information is exempt from disclosure under the Arizona Public Records and Open Meeting Laws, A.R.S. § 39-121,et seq. The Agreement does not license, assign, or convey any intellectual property or proprietary rights from any Party to any other Party. "Confidential Information"means non-public information,know-how,or trade secrets in any form,that: 1. Is designated as being confidential;or 2. A reasonable person knows or reasonably should understand to be confidential. The Town must comply with and may be subject to certain disclosure requirements under the Arizona public records law (A.R.S. § 39-101,et seq.).The Town may disclose Confidential Information if required to comply with a court order or other legally authorized demand, including a public records request,that has the force of law. Prior to disclosure,the Town must: 1. Seek the highest level of protection available;and 2. Give PEI reasonable prior notice of the request for records and identify responsive documents to allow PEI to seek a protective order, if such notice is permitted under law. Entire Agreement,Waivers and Amendments This Agreement may be executed in up to three(3)duplicate originals,each of which is deemed to be an original. This Agreement, including eleven(I I)pages of text and the below-listed exhibits which are incorporated herein by this reference,constitutes the entire understanding and agreement of the parties. Exhibit A—Operating Agreement Exhibit B--Budget Exhibit C—Consortium Overview This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Town or PEI, and all amendments hereto must be in writing and signed by the appropriate authorities of the parties hereto. [Signature page follows] - 10- IN WITNESS WHEREOF, the parties hereto have executed the Agreement this day of ,2019. TOWN OF FOUNTAIN HILLS, a municipal corporation. By. y .. IMP 4- . �r ^— Grady E.Miller,T n :nager ATTEST: S / BY: . . ir 11" kJ Elizabet urke,Town Clerk APPROVED AS TO FORM: Aaron D. Arnson,Town Attorney PARTNERSHIP FOR ECONOMIC INNOVATION, an Arizona nonprofit corporation By: Dean Duncan, Executive Director [Signature page of Agreement Between the Partnership of Economic Innovation and the Town of Fountain Hills] - 1I - EXIBIT A OPERATING AGREEMENT Project Services Agreement among Arizona State University, Greater Phoenix Economic Council, Institute for Digital Progress, Maricopa Association of Governments, and the Partnership for Economic Innovation for the Smart Region Consortium This Project Services Agreement ("Agreement") is entered into by and among Arizona State University (ASU), Greater Phoenix Economic Council (OPEC), Institute for Digital Progress (IDP), Maricopa Association of Governments (MAG) and the Partnership for Economic Innovation("PEI")for the establishment for the Smart Region Consortium("Consortium").ASU, OPEC, IDP,MAC,and PEI may be collectively referred to herein as the"Partners." Recitals A. The Consortium shall be a public-private partnership that connects local governments with technology-based innovations to solve the challenges governments face in meeting the needs of their residents and to build the infrastructure needed to position Greater Phoenix as a smart region. B. ASU, a public university, strives to advance urban and regional innovation to make more inclusive, vibrant, resilient, and sustainable communities through its Center for Smart Cities and Regions. C. OPEC,a public-private partnership and nonprofit agency,strives to attract and grow quality businesses and advocate for Greater Phoenix's competitiveness. D. IDP, innovation-driven nonprofit agency serves all levels governments, technology- driven companies,innovators and entrepreneurs. E. MAG, a metropolitan planning organization and a council of governments, serves Maricopa County and portions of Pinal County with a range of activities in areas such as transportation,environmental quality,and human services. F. Partnership of Economic Innovation, a nonprofit agency, strives to transform Greater Phoenix into a top global market for innovation and technology, fueled by research, industry and entrepreneurs. G. Partners desire to work collaboratively to deliver the Project Services for the Smart Region Consortium Project,under the terms and conditions stated herein. Exhibit A-Page 1 of Now therefore, in consideration of the mutual covenants, conditions, representations and warranties herein contained, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Parties hereto agree as follows: 111. General Terms and Conditions of the Agreement 1. Scope.The partners shall provide the Project Services for the Project as further described in the attached Exhibit A-Scope of Work. 2. Fiscal Agent.PEI will serve as the fiscal agent for the Smart Region Consortium,and in this capacity,PEI wilt maintain all financial records including documentation of billings and payments made in regard to this project.These records arc to be made available to the partners listed in this Agreement within three(3)business days of request to review.PEI will ensure all billings and payments are consistent with the attached"Budget"attached hereto as Exhibit B. Each Partner's Designated Representative shall review each invoice to approve the invoices for payment. Invoices reviewed and approved for payment shall be paid within thirty(30)days of submission to PEI. 3. Designated Representatives and Notices. The parties designate the following people to serve as their Designated Representatives for purposes of initial communication regarding the Project and to serve on the consortium's Executive Team. Changes to the designated representation and all other notices or demands upon any party to this Agreement shall be in writing,unless other forms are designated elsewhere,and shall be delivered in person or sent by mail addressed as follows: ASU:Sethuraman Panchanathan,EVP KED/Chief Research& Innovation Officer 300 E University Dr Suite 145,Tempe,AZ,85218 GPEC:Chris Camacho,President and CEO 2 N.Central Ave.Suite 2500,Phoenix,AZ 85004 IDP:Dominic Papa,Executive Director 515 E Grant St,Phoenix AZ 85004 MAG: Eric J. Anderson,Executive Director 302 N I"Avenue,Suite 200,Phoenix,AZ 85003 PEI:John W.Graham,Chairman of Board 1475 N.Scottsdale Road,Suite 211 B,Scottsdale,AZ 85257 Either party may,by written notice to the other,designate a different person or address for the receipt of notices under this Agreement,without requiring an amendment. 2 Exhibit A-Page 2 of 6 Any written notice under this Agreement shall be deemed delivered and received on the date of delivery, if delivered by hand,or three business days after the date of mailing, if sent by mail. 4, Default:Remedies. a. Default. An"Event of Default"by a Partner under this Agreement shall mean one or more of the following: (i) any representation made in this Agreement by a Partner was materially inaccurate when made or shall provide to be materially inaccurate;or (ii) a Partner fails to observe or perform any material covenant, obligation or agreement required of it under this Agreement after the expiration of all applicable notice and cure periods. b. Notice and Cure. Upon the occurrence of an Event of Default by any Partner,such Partner shall, upon written notice from the other Partners, remedy such Event of Default within thirty(30)days after receipt of such notice. c. Remedies for Default.Whenever any Event of Default occurs and is not cured by the non-performing Partner in accordance with Section 4(b)of this Agreement,the other Partners shall proceed with mediation as provided in Section 5.If,after the forty-five (45) day moratorium provided in Section 14(i) the Event of Default has not been cured, the non-defaulting Partners may terminate the defaulting Partner from this Agreement. 5. Mediation.In the event that there is a dispute hereunder which the Partners cannot resolve between themselves,the Partners agree that there shall be a forty-five(45)day moratorium on litigation during which time the Partners agree to attempt to settle the dispute by nonbinding mediation before commencement of litigation. The mediation shall be held under the commercial mediation rules of the American Arbitration Association. The matter in dispute shall be submitted to a mediator mutually selected by the Partners.In the event that the Partners cannot agree upon the selection of a mediator within seven(7),then within three(3)days thereafter,Partners shall request the presiding judge of the Superior Court in and for the County of Maricopa, State of Arizona, to appoint an independent mediator.The mediator selected shall have at least five(5)years'experience in mediating or arbitrating disputes relating to commercial development. The cost of any such mediation shall be divided equally between Partners.The results of the mediation shall be nonbinding on the Partners,and any party shall be free to initiate litigation subsequent to the moratorium. 4. Attorneys'Fees and Costs.In the event of a breach by any Party and commencement of a subsequent legal action in an appropriate forum,the prevailing Party in any such dispute shall be entitled to reimbursement of its reasonable attorney's fees and court cost. 7. governing Law. This Agreement is entered into in Arizona and shall be construed and interpreted under the taws of the State of Arizona without regard to conflict of law principles. 3 • Exhibit A-Page 3 of 6 8. Severability. if any provision of this Agreement is declared invalid, illegal or unenforceable, that provision shall be severed from the Agreement, and the remaining provisions shall otherwise remain in full force. 4. Limited Liability. To the extent permitted by law, with regard to activities undertaken pursuant to this Agreement, none of the parties to this Agreement shall make any claim against one another or their respective instrumentalities, agents or employees for any injury to or death of its own employees, or for damages to or loss of its own property, weather such injury,death,damage or loss arises through negligence or otherwise. To the extent permitted by law, if a risk of damage or loss is not dealt with expressly in this Agreement,such party's liability to another party,whether or not arising as the result of alleged breach of the Agreement,shall be limited to direct damages only and shall not include any of lost profits or special, incidental,or consequential damages whether in an action in contract or tort, even if the party has been advised by the other party of the possibility of such damages. 10. Section Headings.The Section headings contained in this Agreement are for convenience in reference only and are not intended to define or limit the scope of any provision of this Agreement. 11. Implication. This Agreement shall not be construed to imply authority to perform tasks, or accept any responsibility, not expressly set forth herein. This Agreement shall be strictly constructed against the creation of a duty or responsibility unless the intention to do so is clearly and unambiguously set forth herein. 12. Effective Date; Withdrawal. This Agreement shall be effective as of the date signed by the last party hereto and remain in full force and effect until all stipulations previously indicated have been satisfied,except that it may be amended upon written agreement by both parties. Any party may withdraw from this Agreement upon furnishing the other parties with a written notice at least thirty(30)days prior to the effective date of the desired withdrawal date. 13. Conflict of Interest Statute. This Agreement shall be subject to the provisions of A.R.S. §38-51 I. 14. Integration. Except as expressly provided herein, this Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes any prior agreement, understanding, negotiation or representation regarding the subject matters covered by this Agreement. 15. Modifications. This Agreement shall not be modified or extended except by written instrument adopted by the parties to the Agreement. 16. Recitals;Exhibits.The Recitals to this Agreement are incorporated as if fully stated herein. 4 Exhibit A-Page 4 of 6 All references to this Agreement include all Exhibits designated in and attached to this Agreement, such Exhibits being incorporated into and made an integral part of this Agreement for all purposes. IN WITNESS WHEREOF,the parties hereto have executed this Agreement, this day ofr 2019. ASU (� Name: ' - CA3Ar )/1'31 � '►J (print) Title; Cx6GU11 VC VtC — f ozG-CIP o" ~ (signature) GPEC Name: h C W.vr‘At:Eio (print) Title: LCD (sibna n9 I1P Name: rrC% (print) Title: �(eCCl 1Ve V\ CQC\O(` 5 Exhibit A-Page 5 of 6 (signature) MAG ,r Name: 4,e v. i��-r c.t 0r4-f (print) ;2 (si fire) PEI Name: (print) Title: (signature) 6 Exhibit A-Page 6 of 6 Exhibit A-page 1 EXHIBIT B - DRAFT BUDGET DRAFT:Greater Phoenix Smart Region Consortium Funding Allocation-General Funds Item Year 1 Year 2 Year 3 Total 3-Yrs Personnel Program Manager(I.0 FTE) $90,000 $94,500 $99,225 ( $283,725 Program Coordinator(1 FTE) $45,000 S47,250 $49,613 $141,863 Fringe Benefits $40,500 $42,525 $44,651 $127,676 Personnel Total 5175,500 5184,275 S193,489 5553,264 OPEX Computer Equipment S7,500 $2,500 $2,500 5/2,500 Consumable material $8.000 S15,000 515,000 538.000 Web Dev $15,000 $5,000 $5,000 $25,000 Visualization and collaboration equipment rental $10,000 $10,000 , $10,000 S30,000 Operational Overhead and Maintenance $61,612 $58,567 $59,720 $179,899 OPEX Total 5102,112 $91,067 $92,220+ $285,400 ConjerencelTravel/Marketing $30,000 530,000 $30,000 $90,000 Regional Reverse Pitch Program(Event) $ - $50,000 S50.000 $100,000 Regional Reporting/Best Practice Sharing/Smart Region $ - $50,000 $50,000 $100,000 Spec Book Development Grant Application Management/Facilitation S - $30,000 $30,000 560,000 Professional Services(Consulting) 5375,000 $200,000 $200,000 5775,000 Cooperative Purchasing Agreement Development $ - $25,000 $15,000 S40,000 Branding $75,000 $100,000 $120,000 S295.000 Reserves $67,387 $64,658 $44,291 S176.336 Total Implementation Budget S825,000 _ 5825,000 S825,000 52,475,000 I Exhibit B-page 1 EXHIBIT C: CONSORTIUM OVERVIEW Greater Phoenix Smart Region Consortium • Building the wvorld's Brost innovative and connected region Together, through a public private partnership, the Greater Phoenix region has made a commitment to developing the smart communities of the fit u•e. Join us as we build the world's smartest and most connected region through unprecedented, intentional collaboration. Partnership Support: Partnership for Economic Innovation I Arizona State University I Maricopa Association of Governments I Institute for Digital Progress I Greater Phoenix Economic Council Communities across the globe are deploying technology to compete globally, accelerate solutions to real challenges facing their residents, and enhance the quality of life and well-being ,for all residents and businesses. Communities that fail to adapt risk becoming part of the digital dustbowl. Introduction Around the world,cities have been experimenting with new technologies to solve many challenges associated with mobility, congestion management, citizen well-being and health, and service accessibility to vulnerable segments of the population and at-risk neighborhoods.These cities that have implemented technology solutions not only to reduce the cost of providing access to quality services,but also to enhance revenue and spur economic development.Over time,these cities have come to understand that it is not a single project that makes them smart,rather it is the process of using technology to continually improve government efficiency, enhance citizen well-being and solve complex problems. Globally, cities are engines of economic growth with capacity and tools to enhance regional and national competitiveness. Cities are challenging conventional thinking and capitalizing on new opportunities by making intentional long-term investments. Consequently, cities across the globe are striving to become the next premier"smart city,"engaging in a new kind of 2 century arms race to be crowned the premier smart city in the world. However, a single smart city without the ability to connect itself to the surrounding region cannot optimize its comparative advantages. The Greater Phoenix Smart Region Consortium ("Consortium") is a process and framework anchored upon the region's collaborative nature and its civic institutions. The Consortium is Exhibit C-page 1 designed to ensure that all the communities across the Phoenix Metropolitan region have the tools and skills necessary to evolve and prosper in the new digital age.The Consortium's objective is to empower Greater Phoenix communities to build the nation's largest and most connected Smart Region, bolstering local economies with smart development and policies rooted in connectivity, mobility, equity and sustainability. Reaching beyond municipal jurisdiction limits, it enables communities to implement smart city solutions that are interconnected, seamless, affordable and interoperable.Through data and analytics,the Consortium will guide cities on their path to enhance resident quality of life and maximize their resources.The Consortium will work in Greater Phoenix because the region has a legacy of collaboration. Why Greater Phoenix? The Greater Phoenix region, consisting of two counties and more than 30 unique communities, is one of the fastest growing economic centers in the United States(U.S.). Since 2000,the region has added more than 1.3 million residents. This growth has led Maricopa County to become the 4`1' largest county in the U.S. and Phoenix to grow to the 5`1' largest city. With an economy of nearly $243 billion per year, the region is home to multiple leading research institutions, nerve center operations for many Fortune 500 companies and a strong emerging tech scene. The region's growth both in terms of population and economy are predicted to remain well above the national average over the next five years. This growth, combined with a robust legacy in semiconductor, electronics, and aerospace design and manufacturing, makes the region an ideal location to develop, test and implement the next generation of city-focused embedded technologies. Additionally, business and municipal leadership across the region understand that technology is an effective tool for handling the rapid changes they are experiencing. Stronger Through Intentional Collaboration Many of the problems facing modern cities are not geographically bound; and solutions that are simply won't solve them. The understanding that modern problems require intentional, collaborative actions drives the need to work together across jurisdictions to develop solutions at a regional scale. Additionally, intentional collaboration yields many other benefits: 0 Creates economies of scale by leveraging regional assets ❑ Shifts the risk of smart city deployment from the city to the Consortium 0 Enhances services to residents C Saves revenue for communities in delivering urban services C Increases ROI from interoperable technology deployment C Reduces procurement costs through economy of scale and clearer requirements C Vets and implements faster through cooperative testing across the region C Increases opportunity to attract and grow technology companies C Enhances reputation of the region C Reinforces the regional identity around people, place, technology C Supports the local startup community Exhibit C-page 2 Regional Transformation Deployed correctly, technology can connect residents, tourists,customers and businesses to their neighborhood and community.The ability to seamlessly move from the office to a lunch meeting to home to happy hour, can change people's perception of where they live, work and play. High connectivity is rapidly becoming an expected norm.Young-adults who grew up in a digital world expect their community to embrace the digital age;and seniors are not only embracing technology, but they are integrating it into their caregiving roles, augmenting their mental fitness routines and managing aspects of their health with it. For the communities in the Greater Phoenix region, this means that they need to rethink and transform every aspect of the urban form and how services are delivered to every demographic segment and across geographies. This need for a regional transformation was first envisioned by the Partnership for Economic Innovation — a passionate collective of community, business and opinion leaders, dedicated to fulfilling the economic potential of Greater Phoenix and implementing a strategic economic acceleration plan, Velocity, to transform our economy into a global force for innovation and technology. The Velocity plan calls for supporting innovation and making intentional investment into the factors that drive economic competitiveness. The Smart Region Consortium further supports this transformation by allowing the region to intentionally invest in solutions for regional opportunities and threats that will enhance resident and business quality of life,driving sustainable growth. The Greater Phoenix Smart Region Consortium Structure -AY , Al a It? )', GIDR�I _.:y �1'pUalUlilTY PROII`OTS ri v LE1 JIl li . ENHANCE ' `Y> c QUALITY OF LIFE 1 t . . . "" v�lalon 1 `nA " = Exhibit C-page 3 The Consortium is a collaborative research and implementation partnership between public sector, academia, industry and civic institutions to drive the creation, advancement and adoption of smart city technology to improve the quality of life for all citizens and businesses within our communities. Participating in the Consortium means committing to become an innovative region that intentionally collaborates on issues that impact the quality of life and well-being for all residents and businesses. Through participation, partner communities will be provided the tools to cultivate internal and external innovation, employ data-driven decision making, and bring smart city initiatives from blueprint to reality. Built from the strategies and lessons from smart cities across the globe, the process and framework of the Consortium is designed to: Transform the Greater Phoenix region into a global leader in public-sector governance and private sector innovation to support sustainable, resilient, healthy and equitable communities and neighborhoods. Consortium Governance RESIDENTS NEEDS OPPORTUNITY AND CHALLENGES LEADERSHIP COUNCIL PROJECT TEAMS EXECUTIVE TEAM ® Drives the creation Q Determines ®+ Develop plan to ( Manages the of opportunity which projects deploy or research/ process and projects to focus on test solutions provides support The Consortium will be housed at the Partnership for Economic Innovation (PEI) and governed by the PEI Board of Directors and its bylaws. PEI was established in 2016 as a 501(c) 3 nonprofit organization with the mission to create a world-class economy through awareness, resources and action and to facilitate new collaborative initiatives between public sector, industry, and higher education around solving problems with global impact and addresses market needs. The Consortium's governance structure will include a Smart Region Leadership Council, an Industry Advisory Commission, an Executive Team and Opportunity Project teams. Leadership Council The Leadership Council will be comprised of one voting seat for each Greater Phoenix Smart Region Consortium member community, as well as one seat for each of the Consortium founding members: PEI, Arizona State University (ASU), the Institute for Digital Progress (iDP), the Greater Phoenix Economic Council (GPEC), and the Maricopa Association of Governments (MAG). Meeting monthly, the Smart Region Leadership Council will serve as the voting council for determination and approval of the Smart Region Opportunity Projects. Non-member communities that are a part of the Greater Phoenix region will be invited to attend and participate in Leadership Council functions and meetings. Exhibit C-page 4 Executive Team The Executive Team will monitor the financial health of the Consortium, track performance on key metrics, and lead the process to ensure that the short-term and long-term Smart Region goals are being met and will report to both the Leadership Council and PEI Board of Directors. The Executive Team includes include ASU's Center for Smart Cities and Regions' (CSCR) Co- Director Diana Bowman,iDP Executive Director Dominic Papa, OPEC President and CEO Chris Camacho,MAG Director Eric Anderson,and an annually appointed community representative. Industry Advisory Commission The Industry Advisory Commission will consist of private industry partners who will serve as technology and implementation advisors. Members from the Industry Advisory Commission will attend Smart Region Leadership Council meetings and be included on applicable Leadership Council communications but will not have voting rights for determination and approval of the Smart Region Opportunity Projects.Industry members will be expected to provide valuable insight and advise to the Leadership Council. Examples of the insights and support the Industry Advisory Commission is expected to provide include: 0 Assisting the Leadership Council in defining short-term and long-term goals Cl Advise in defining success metrics 0 Identify and provide expert assessment on technological best practices 0 Provide technical advisory support El Provide research support Opportunity Project Teams Opportunity Project Teams(OPT) will be made up of subject matter experts,city representatives, researchers and private-sector stakeholders, with the singular goal of finding or developing an appropriate solution for the identified and approved opportunity project or regional challenge via "Open Calls for Innovation" or other means as necessary. These are selected from among the Consortium's community, industry and academic partners, but it might include other outside experts at the discretion of the Executive Team. These teams will be responsible for drafting the open call for innovation, as well assist in identifying projects requirement and resources needed to implement such projects. Funding Structure The Consortium is funded through industry, community, university and grant funding. The Executive Team is recruiting public and private-sector members based on a tiered membership structure. Industry Partners For industry partners, the Consortium will offer a three-tiered industry membership plan with a three-year membership commitment. Founding Partner membership fee is $100,000 annually, Strategic Partner is$25,000 annually and the Supporting Partner membership$10,000 annually. Exhibit C-page 5 Industry Membership Dues: Membership Tier Annual Membership Founding Partner $100,000 Strategic Partner $25,000 Supporting Partner $10,000 Industry Membership Benefits: Industry Benefits Founding Strategic Supporting Partner Partner Partner Industry Advisory Commission X X - Leadership Council meetings X - - Industry-led research opportunities X X X Opportunity to develop and test smart region X X X technology in partnership with ASU* Host and teach workforce development classes X X - Open data from smart region programs and pilots X X - Co-development opportunity for related X X X technology research Co-produce research papers X X X Access to world-class interdisciplinary team of ASU faculty,researchers, the faculty network, X X X and students from engineering, law,business, sustainability and public policy Logo inclusion on marketing materials X X X *May be tested with an individual community at their discretion Community Partners Each community partner is requested to make a commitment to support the Consortium for a one year with an option to renew for an additional two years based on performance in order to enable multi-year,community-driven research projects. Contracts for the Consortium will be renewed on an annual basis.The membership fee is determined by community size. Each Consortium member will have representation on the Smart Region Leadership Council.To foster regional participation, some communities may also elect to participate in Council meetings as an observer at no costs but will not have voting privileges. Observing cities will be able to participate in cooperative procurement but will not receive any of the other benefits listed in the table below. Community Membership Dues: Membership Tier Annual Membership Large—Population greater than I million $75,000 Medium—Population less than 1 million and greater than 100,000 $25,000 Small—Population less than 100,000 $10,000 Exhibit C-page 6 Community Membership Benefits: Community Benefits Large Medium Small Non-Member Voting Seat on Leadership Council X X X -- Leadership Council meetings X X X X Community-lead research opportunities X X X -- Support developing a core team X X X -- Member discount for workforce training 15% 10% 5% Open data management from smart X X X -- region programs and pilots Support establishing an innovation X X X sandbox Support deploying pilots X X X -- Co-operative procurement X X X X Logo inclusion on marketing material X X X -- Best-practice result access X X X X Access to Consortium resources X X X including the digital platform University Funding Leadership at ASU is committed to supporting technology adoption, research and development, and testing on their campus and in their community. As part of this commitment,ASU has agreed to provide $1 million in funding to support the CSCR's work programs to develop capacities to anticipate, design, experiment, iterate, and manage emerging technologies to meet public needs and implement specific actions. Grant Funding The Consortium will continue to seek out and participate in grant opportunities to bring further investment and funding into the Greater Phoenix Smart Region. The federal government,as well as many large corporations, allocates capital in the form of grant money to be used for the expansion of smart city initiatives every year. The Consortium optimally positions the region to mobilize resources and expertise required to successfully compete for grant opportunities. The Consortium Process Regional Convening The Consortium will convene regional leaders from cities,towns,community partners and industry to collaboratively unlock the power of smart city technology.The purpose of regional convenings are to create alignment on opportunities, challenges, research priorities and procurement, and to share results. Regular convening will happen on a quarterly basis. These regular convenings will support the Leadership Council discuss and determine the Consortium's priorities, how opportunity projects will be measured,where testing and scaling will take place and other matters. Exhibit C-page 7 .r�.e ry. .Cex�'vroi*mW N%✓5'. e .-"rua�f«v ethav xws+✓t&ct'h`�K."d9'tl'ib�i �.'M1`i crcrmusrw4e.�Y'�`vkr3'Ha+W+ m+ar^,wn.mwn.".R r..lf'"'iX �iW,MY,.ve3' a»pwi E.-v#er»ir✓3t..nvvrv...�py,��'" w`Xr'X' W✓iNArcYY>"s.,H,'.,...7 r._- ea During the initial months of the Consortium,convenings will be held as necessary until consensus on the vision,roles and responsibilities of all parties is achieved. Regional Opportunity Projects Opportunity projects are agreed upon opportunities or threats that the region wants to collectively work towards solving over the next five years. These projects are determined through the convenings and are voted on by the Leadership Council. If approved,a dedicated OPT will develop "Open Calls for Innovation" which will be issued by the Consortium for applicants to submit proposals addressing the needs of the challenge statement. The OPT will study the responses to the open calls and provide recommendation to the Leadership Council. The OPT will be responsible for determining if an Opportunity Project can be addressed with off- shelf technology or by technology that requires additional research and development to meet the specific community needs.The OPT will be responsible for moving the solution through a process that includes research, validating & testing, result sharing, implementation, and scaling. In order to meet regional requirements, the solution may go through multiple iterations. Each opportunity project will conclude with a public report, including guidelines and recommendations for procurement, adoption and implementation at scale, which will be part of a Smart Region Spec Book. Associated data will be made available to Consortium members and the public. Additionally, the OPT may recommend that a specific Opportunity Project might be well-suited for solution crowdsourcing and for engaging the broader entrepreneurial community with reverse pitch events managed and hosted by the Consortium, in partnership with iDP. Creating a baseline The first step to becoming a smart region is developing an understanding of our communities' common problems. In order to begin building this understanding CenSCR and iDP have entered into a strategic partnership to create an initial baseline assessment(the Smart Region Analysis and Digital Roadmap, or SRADR) of the region's strengths, weaknesses, opportunities and threats related to smart city technology.The SRDR will result in a report that the Leadership Council will use to determine the baseline and initial inventory of potential opportunity projects. Communities will be able to use this report as a starting point to help build buy-in for intentional collaboration on smart city opportunities and challenges. Research Communities and OPT, in partnership with ASU and industry, will create a portfolio of research designed specifically to support and advance the needs of the Greater Phoenix Smart Region Consortium. Where appropriate, pilot programs will be initiated on ASU campuses or within participating communities. In order to use this research to drive economic development and support the region's innovation ecosystem, a formalized seed funding program will be established by CenSCR around this portfolio of work and as needed will be financially supported by individual Consortium members. At its core, the research and seed funding are designed to ensure that smart Exhibit C -page 8 city technology researched through the consortium is built with input and feedback from the communities. It will not be a platform to promote technology in search of a problem. Processes to Evaluate and Select Research Initiatives for Seed Funding ims.1 4.4 imam Rama impala Mill�w F%f kttwKt twatt hum%Amend Or .•—] Validation& Testing: Piloting In order to support the development of technology built from our community's needs, the Consortium will work with iDP to establish innovation sandboxes to test technology that originates from the consortium. The first sandbox will be located on the ASU campuses. Communities and industry partners in the Consortium may elect to co-develop an innovation sandbox,but it will not be required to pilot technology that is developed through the Consortium. Communities that elect to designate a geography as an innovation sandbox for piloting smart city technology can opt to be supported by iDP and it will bear its implementation costs. Technology that concludes with a successful pilot will be reported to the Consortium by the OPT overseeing it. These will inform the Smart Region Spec Book and will be ready for scaling, regional adoption and procurement. Additionally, the Consortium will welcome proposals from entrepreneurs, innovators and private sector businesses that seek to utilize the region to propose new proof of concept, and to test and develop new smart city technologies which they believe will improve the quality of life for the citizens of Greater Phoenix. Because the solution may involve new technology, processes, and policies,public training may be required to implement and scale the technology successfully. Competency Framework Development The Consortium will work with member communities to build a smart city core team within their community to effectively and efficiently implement and scale recommended solutions. The purpose of the core team is to allow the community to be more agile,break down department silos and pave the way for digital transformation. A core team allows for a more effective way to communicate and mobilize resources for smart region projects. The core team will serve as the main point of contact within the community for the Consortium and will be relied upon to champion and carry out the smart region and smart city initiatives. To ensure that the core teams and city departments have the skills required to successfully deploy and scale smart city solutions,the Consortium,via iDP will offer regularly three training programs Exhibit C-page 9 z i h n,z:°<:;, x7„r7x- ;, ;r K 'v a i,, ,.:':: s,> .«�.,..,..,,,.. n. "_:^, .:::.^;3.w,.1 '0""m"' _ __ �...b-a...-,. ,......,,. rwn ,.,..>.e.� ..,,+w�.r»»,.w�.--.a,...,._.si'�v�. areu.v"a;, _. .W'1 'X°Yff.or e"lkdpr'�'a+h.'va4` 'Y�`A24•.; a.7.' focused on leadership, technology, deployment and management. The outcome of the training programs is to enable easy and seamless technology adoption within each community.Consortium members will have access to preferred and discounted member-rates. The Academy for Smarter Communities The Academy for Smart Communities (TASC) is designed to teach high-level government employees strategic foundations and tactics for leading their communities through the smart city process. Networking Academy The Networking Academy is aimed at strengthening and building the technical skills required to operate and maintain new technology solutions. Deployment and Management Academy The Deployment and Management Academy(DMA)is aimed at providing deployment and management skills required to manage the implementation and scaling of solutions. Implementation & Solutions at Scale. By developing solutions from the beginning with a region-wide scale,proven solutions that emerge from the Consortium process will be ready for implementation across the region. Cooperative Purchasing Agreement Program The Consortium is planning to work with state agencies to develop a cooperative purchasing agreement. This agreement will allow communities to reduce procurement costs and deployment timelines while abiding by all federal, state and local statutes. Communities will benefit from greater purchasing power, economies of scale, administrative savings, interoperability across the region,as well as an accelerated opportunity for solutions to scale across the region. Data Because all data generated through pilots and scaling is public domain, it will be shared using a smart region portal in accordance with all relevant federal, state and local statutes on privacy,data and security.This portal will be managed and maintained by MAG.For more than 50 years,MAG has been a trusted community partner in maintaining regional datasets. MAG will continue to provide the same trusted service for smart region data.For communities that elect to provide MAG data from their smart region pilots and deployment, MAG will provide support and coordination to serve as a data repository,analyze the data and disseminate the analysis.However,communities may elect to build and maintain their own portal without participating in the regional portal. Access to online tools will be granted to all community members where pilot programs and regional initiatives status and data will be viewable, along with the CenSCR research initiative findings. Additionally, iDP has partnered with Marketplace.city to provide the Consortium communities access to a database of solutions, vendors with verified projects and pilot implementation results from across the globe. Exhibit C-page 10 Notwithstanding anything else herein, data generated through any activity on ASU property will be solely owned by ASU. ASU will have sole discretion on the use of such ASU data, including whether or not to share such data publicly. Smart Communities Network iDP has partnered with multiple other smart communities across the country and globe through the Smart Gigabit Communities and Sister Cities Exchange Programs and will bring these relationships to the Consortium. Many of these communities are facing similar challenges and would benefit from the solutions being developed within our region.The Consortium will educate technology solutions providers on what worked in the Greater Phoenix region to build better solutions for communities across the network. Best Practice Sharing The Consortium will provide resources to coordinate and facilitate best practice sharing across Greater Phoenix and with industry partners.This will be done through Smart Region Spec Books. These books will be developed in partnership with industry, OPT and the Consortium Executive Team. These spec books will serve as a collection of technology-focused reference material, accessible to all communities, and will serve as a tool for future procurement. These books will also create a baseline level of requirement for technology adopted to help promote interoperability. The Consortium will publish an annual progress report and review,detailing the outcomes of the Consortium and summarizing the outcomes of each Opportunity Project.Finally,at the conclusion of each year, the Consortium will host a Greater Phoenix Smart Region Symposium in one of the member communities, where all partners will be invited to highlight some of the most beneficial smart region initiatives,review the progress of the past year and plan for the following years. Exhibit C-page 11