UNITED STATES DISTRICT COURT

DISTRICT OF ARIZONA

American Muslims for Palestine and Dr. 

Hatem Bazian,

Plaintiffs,

vs.

Arizona Board of Regents for and on behalf 

of Arizona State University; and Mark 

Brnovich, in his official capacity as 

Attorney General Of Arizona,

Defendants.

Case No: 2:18-cv-00670-PHX-JJT

DECLARATION OF JOSÉ A. CÁRDENAS

I, José A. Cárdenas, declare as follows:

1. I am an attorney licensed to practice law in Arizona. I am Senior Vice 

President and General Counsel for Arizona State University (“ASU”). I have personal 

knowledge of the matters referred to herein and if called upon to testify could and would 

testify truthfully thereto.

2. Neither the ASU “Independent Contractor Agreement for Consulting, 

Services, Deliverables” nor the ASU “Supplemental Terms and Conditions” documents 

apply to student-group-invited guest speakers at ASU. Instead, the “Speaker / Artist / 

Performer Agreement” is used for such speakers. Since December 2017, that form has 

not contained an anti-Israel-boycott clause. The “Speaker / Artist / Performer 

Agreement” is one of five specific use form contracts available at the Office of General 

Case 2:18-cv-00670-DWL Document 31-1 Filed 06/14/18 Page 1 of 11
2

Counsel website for use in recurring situations. The other form contracts are Independent 

Contractor Agreement for Consulting, Services, Deliverables; Facilities Use Agreement; 

Participation Agreement; and Student Placement Agreements. Users of these form 

contracts do not need to, nor should they, refer back to the “Supplemental Terms and 

Conditions,” as they already contain all of the provisions that my office has determined 

are necessary. 

3. Attached hereto as Exhibit A is a true screenshot indicating the metadata of 

the February 9, 2018 version of the speaker form. The metadata says “Date last saved 

2/22/18” and “Content created 12/13/2017.” That speaker form omitted any anti-Israelboycott clause, as have all subsequent versions. A comparison of the February 9, 2018 

version with the December 13, 2017 version shows the changes made to the earlier 

document, and is attached as Exhibit B. None of those changes had anything to do with 

the anti-Israel-boycott clause, which is absent from both. 

I declare under penalty of perjury that the foregoing is true and correct, to the best of my 

knowledge, and that this declaration was issued on June 14, 2018 in Flagstaff, Arizona.

s/ José A. Cárdenas

José A. Cárdenas

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Exhibit A 

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Exhibit B 

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SPEAKER/ARTIST/PERFORMER AGREEMENT

This Agreement is entered into as of __________________, 20__, between the Arizona Board of

Regents acting for and on behalf of Arizona State University (ASU) and

_____________________________________ 1 (Speaker), or

_________________________________________________________, a(n)

________________, 2 as the authorized agent for Speaker. If Speaker is represented

by an authorized agent, then references to Speaker herein will also refer to the authorized agent,

where appropriate.

1. Engagement; Event. ASU hereby engages Speaker to personally provide the following services,

and Speaker agrees to personally provide to ASU the following services (the Presentation) at the

following Event (the Event): ¶

Event/Location: 

Dates and times of Event:

Speaker’s Presentation schedule: 

Title of Speaker’s Presentation: 

Speaker’s hospitality requirements: 

Speaker’s technical requirements: 

2. Notice. Any communication or notice required under this Agreement will be in writing and may

either be given by personal delivery or sent, in all cases, against receipt, addressed to the following:¶

If to ASU: If to Speaker:

Attn: Attn: 

Email: Email: 

Notice will be deemed to be received upon actual receipt (or refusal of receipt) by the receiving

party.

3. Speaker Warranty. Speaker warrants that at all times during the Event, Speaker will

personally provide Speaker’s best professional efforts. Speakers’ professional credentials are

such that Speaker can provide the Presentation in a knowledgeable and professional manner.

4. Payment. ASU will pay Speaker the all-inclusive fee of $_________________ upon

completion of the Presentation. Speaker will complete a Substitute W-9 Form, which must be

1 If an authorized agent is signing, please be sure to fill in the speaker name as well.

2 Include full legal name of authorized agent, state of formation, and type of entity (i.e.; ABC, Inc., an Arizona 

Corporation.)

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signed by the person or entity to whom payment is to be issued. ASU will issue all payment in

accordance with the information on the completed and signed Substitute W-9 Form.

5. Acceptance of Agreement. Speaker will accept and return this Agreement to ASU no later

than __________________, 20__. In all events, this Agreement must be fully signed and

received at ASU at least one week prior to the Event to allow on-time payment. This Agreement

must be fully signed before payment can be processed. Please return a signed copy of this

Agreement to ASU at the address set forth in Section 2.

6. Compliance with Law. Speaker will comply with all applicable ASU, City, County, State,

and Federal laws, acts, codes, regulations and policies, including all applicable federal

immigration laws and regulations that relate to employment.

7. Press Materials. Speaker will timely supply all press/promotion material requested by ASU.

8. Indemnity. Speaker will indemnify, defend, save and hold ASU harmless the State of

Arizona, its departments, agencies, boards, commissions, universities, and its and their officials,

agents, and employees (collectively, Indemnitee) for, from, and against, any and all claims,

demands, suits, costs andactions, liabilities, damages, losses, or expenses (including reasonable

attorneys’ fees) that ASU may incur by reason of any: (a) actual or alleged infringement or violation

of any copyright, or other proprietary right by Speaker; (b) claim for damages arising from Speaker’s

Presentation; or (c) any of Speaker’s costs and liabilities arising out of the Presentation or Event,

including without limitation: travel and meal expenses; union dues; taxes; agents’ commissions or

other expenses or obligations; damages to Speaker’s equipment or materials; compensation to third

parties engaged by Speaker; compensation for lost or stolen equipment or materials; workers

compensation or other insurance; and any expenses not preapproved by ASU in writingcourt costs,

attorneys’ fees, and costs of claim processing, investigation, and litigation) for bodily injury or

personal injury (including death), or loss or damage to tangible or intangible property to the

extent caused, or alleged to be caused, by: (i) the negligent or willful acts or omissions of

Speaker, or any of its owners, officers, directors, members, managers, agents, employees,

contractors or subcontractors (the Speaker Parties); (ii) a breach of this Agreement; or (iii) failure

to comply with any applicable law, rule, or regulation. Speaker will be responsible for primary

loss investigation, defense, and judgment costs where this indemnification is applicable.

9. Indemnification and Liability Limitation. Because ASU is a public institution, any

indemnification, liability limitation, releases, or hold harmless provisions are limited as required

by Arizona law, including Article 9, Sections 5 and 7 of the Arizona Constitution and Arizona

Revised Statutes (ARS) §§ 35-154 and 41-621. ASU’s liability under any claim for

indemnification is limited to claims for property damage, personal injury, or death to the extent

caused by acts or omissions of ASU.

10. Force Majeure. Neither Speaker nor ASU shall be liable to each other for failure to perform

hereunder if failure is caused by civil tumult, strike, epidemic, or any other cause beyond the

reasonable control of the parties (Force Majeure). The ingestion of alcohol, opioids, illegal

substances, or the like, will not be deemed an event of Force Majeure. If the Event or

Presentation is cancelled due to an event of Force Majeure, the parties will make reasonable

efforts to reschedule, if feasible.

11. Cancellation. If either party cancels this Agreement or the Presentation, other than due to an

event of Force Majeure, the other party will have all remedies afforded by law and in equity. In

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addition, if ASU cancels the Event or the Presentation, ASU will reimburse Speaker for

reasonable expenses incurred in preparation for the Presentation up to the date ASU provides

notice of cancellation.

12. Liability; Insurance. Speaker, at its expense, will procure and maintain, for the duration of

the Event, a policy of commercial general liability insurance in an amount of not less than

$1,000,000, single limit, against claims for bodily injury, death and property damage occurring in

connection with the Event and the Presentation. This insurance must name the Arizona Board of

Regents, Arizona State University, and the State of Arizona as additional insureds. Speaker must

provide ASU with a certificate evidencing this insurance coverage no later than 10 days prior to

the Presentation.

13. No Assignment. Neither partySpeaker may not transfer or assign anythis Agreement or any of

Speaker’s rights or obligations under this Agreement without thehereunder, either directly or

indirectly, or by operation of law, without ASU’s prior written consent of the other party, and any

attempt to the contrary will be void.

14. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the

parties with respect to its subject matter. No prior or contemporaneous agreement or

understanding will be effective.

15. 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 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. SpeakerEach party consents to

such jurisdiction, and waives any objection it may have to venue or convenience of forum.¶

16. Independent Contractor. Speaker is an independent contractor and is not an employee of

ASU. Neither Speaker nor any personnel of Speaker will for any purpose be considered

employees or agents of ASU. Speaker assumes full responsibility for the actions of Speaker’s

personnel, and is solely responsible for their supervision, direction and control, payment of salary

and expenses (including withholding income taxes and social security), worker’s compensation,

and disability benefits.

17. Recordings; Use of Name and Likeness. Both parties may record the Presentation for internal

records. No recording of the Presentation, either visual or audio, will be made by or on behalf of

Speaker for the purposes of profit or significant distribution without prior written approval from

ASU. ASU may require an additional payment for the privilege, and may require Speaker to sign

a filming/recording agreement. ASU may record the Presentation on video tape, audio tape, film,

photograph or any other medium, use Speaker’s name, likeness, voice and biographical material

in connection with these recordings for purposes within the ASU mission, including education

and research, and exhibit or distribute the recording in whole or in part without restrictions or

limitation for any educational or promotional purpose that ASU deems appropriate.

18. No Revenue Sharing. Speaker will not participate in any revenues associated with the

Presentation or Event. This includes: sponsorship, ticketing, ticketing fees, ASU concessions

revenues, and any other revenue streams that may be associated with the Event.

19. Non-discrimination. The parties will comply with all applicable laws, rules, regulations, and

executive orders governing equal employment opportunity, immigration, and nondiscrimination,

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including the Americans with Disabilities Act. If applicable, the parties will abide by the

requirements of 41 CFR §§ 60- 1.4(a), 60-300.5(a) and 60-741.5(a). These regulations

prohibit discrimination against qualified individuals based on their status as protected

veterans or individuals with disabilities, and prohibit discrimination against all individuals

based on their race, color, religion, sex, or national origin. Moreover, these regulations

require that covered prime contractors and subcontractors take affirmative action to

employ and advance in employment individuals without regard to race, color, religion, sex,

national origin, protected veteran status or disability.

20. Conflicts of Interest. If within 3 years after the execution of this Agreement, Speaker hires as

an employee or agent any ASU representative who was significantly involved in negotiating,

securing, drafting, or creating this Agreement, then ASU may cancel this Agreement as provided

in Arizona Revised Statutes (ARS) § 38-511. Notice is also given of ARS §§ 41-2517 and 41-753.

21. Arbitration in Superior Court. The parties agree to arbitrate disputes filed in Arizona Superior

Court that are subject to mandatory arbitration pursuant to ARS § 12-133. ARS § 12-1518

requires this provision in all ASU agreementscontracts.

22. Records. To the extent required by ARS § 35-214, the non-ASU parties to this Agreement

(jointly and severally, Speaker) will retain all records relating to this Agreement. Speaker will

make those records available at all reasonable times for inspection and audit by ASU or the

Auditor General of the State of Arizona during the term of this Agreement and for 5 years after

the completion of this Agreement. The records will be provided at ASU in Tempe, Arizona, or

another location designated by ASU on reasonable notice to Speaker.

23. 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 Speaker and cancel this Agreement without further

obligation of ASU. Appropriation is a legislative act and is beyond ASU’sthe control of ASU.¶¶¶

24. Weapons, Explosives, and Fireworks. ASUASU’s Weapons, Explosives, and Fireworks

Policy prohibits the use, possession, display, or storage of any weapon, explosive device, or

fireworks on all land and buildings owned, leased, or under the control of ASU or its affiliated

entities, in all ASU residential facilities (whether managed by ASU or another entity), in all ASU

vehicles, and at all ASU or ASU affiliate sponsored events and activities, except as provided in

ARS § 12-781, or unless written permission is given by ASU’s Police Chief or a designated

representative. Speaker will notify all persons or entities who are employees, officers,

subcontractors, consultants, agents, guests, invitees, or licensees of Speaker of this policy, and

Speaker will enforce this policy against all such persons and entities. ASU’s policy is at

asu.edu/aad/manuals/pdp/pdp201-05.html.

25. Privacy; Educational Records. Student educational records are protected by the U.S. Family

Educational Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA). Speaker will not require any

ASU students or employees to waive any privacy rights (including under FERPA or the European

Union’s General Data Protection Regulation (GDPR)) as a condition for receipt of any

educational services, and any attempt to do so will be void. Speaker 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 other provision that requires or permits Speaker to access or release

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any student records, then, for purposes of this Agreement only, ASU designates Speaker as a

“school official” for ASU under FERPA, as definedthat term is used in FERPA and its

implementing regulations. In addition, any access or disclosures of student educational records

made by Speaker or any Speaker Parties must comply with ASU’s definition of legitimate

educational purpose in SSM 107-01: Release of Student Information. If Speaker violates the

terms of this section, Speaker will immediately notifyprovide notice of the violation to ASU.

26. Authorized Presence Requirements. As required by ARS § 41-4401, ASU is prohibited from

awarding a contract to any contractor or subcontractor that fails to comply with ARS § 23-214(A)

(verification of employee eligibility through the e-verify program). Speaker warrants that it and

its subcontractors comply fully with all applicable immigration laws, rules, and regulations that

relate to their employees and their compliance with ARS § 23-214(A). A breach of this warranty

will be a material breach of this Agreement that is subject to penalties up to and including

termination of this Agreement. ASU retains the legal right to inspect the papers of any contractor

or subcontractor employee who works hereunder to ensure compliance with thisthat the contractor

or subcontractor is complying with the above warranty.

27. Tobacco-Free University. ASU is tobacco-free. For details visit asu.edu/tobaccofree.

28. Authority. If an individual or entity signs below on behalf of Speaker, such signatory

represents and warrants that he/she/it has full and current authority to act and contract on behalf

of Speaker and obligate Speaker, and that this Agreement is binding upon and enforceable

against Speaker and the undersigned (if not Speaker) in accordance with its terms. ¶

¶

¶

¶

¶PRINT NAME OF SPEAKER OR

AGENT OF SPEAKER

_______________________________________________________

Signature

Signatory Name

Signatory Title

Date Signed ¶

ARIZONA BOARD OF REGENTS FOR AND ON

BEHALF OF ARIZONA STATE UNIVERSITY¶

¶

Signature

Signatory Name

Signatory Title

Date Signed

¶

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