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HomeMy WebLinkAboutResolution 2024-004 Approving and Authorizing the Mayor to Execute an IGA with MUSD for Public Leadership and Lifesaving Course MARANA RESOLUTION NO. 2024-004 RELATING TO INTERGOVERNMENTAL RELATIONS;APPROVING AND AUTHOR- IZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN MARANA UNIFIED SCHOOL DISTRICT NO. 6 AND THE TOWN OF MARANA FOR PUBLIC LEADERSHIP AND LIFESAVING COURSE WHEREAS the Town of Marana and Marana Unified School District No. 6 ("MUSD") have negotiated an intergovernmental agreement to provide a "Public Lead- ership and Lifesaving Course" ("Course") at Marana High School; and WHEREAS the Course will primarily be taught by Town employees and will pre- pare students to be lifeguards who can potentially be hired by the Town at a later date; and WHEREAS the Course will also offer guest speakers presenting topics related to community leadership and public service; and WHEREAS the Town and MUSD may contract for services and enter into agree- ments with one another for joint and cooperative action pursuant to A.R.S. § 11-951, et seq.; and WHEREAS the Mayor and Council of the Town of Marana find it is in the best interests of its citizens to enter into this intergovernmental agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, AS FOLLOWS: SECTION 1. Approving the intergovernmental agreement between MUSD and the Town attached to this resolution as Exhibit A and authorizing the Mayor to execute it for and on behalf of the Town of Marana. SECTION 2. The Towri s Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obliga- tions, and objectives of this resolution. - 1 - Resolution No.2024-004 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Ar- izona, this 16th day of January, 2024. 1/1/A,, Mayor E Honea ATTEST: APPROVE AS TO FORM: David L. Udall, Town Clerk Jan irall, Town Attorney ..d6(SL MAPANA AZ ESTABLISHED 1977 - 2 - Resolution No.2024-004 ' • f INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN MARANA UNIFIED SCHOOL DISTRICT NO.6 AND THE TOWN OF MARANA FOR PUBLIC LEADERSHIP AND LIFESAVING COURSE This intergovernmental agreement ("Agreement") is entered into by and among TOWN OF MARANA, an Arizona municipal corporation ("Town") and MARANA UNIFIED SCHOOL DISTRICT NO. 6, a political subdivision of the state of Arizona ("School District"). Town and School District are sometimes collectively referred to as the "Parties," each of which is sometimes individually referred to as a"Party." RECITALS A. Town and School District may contract for services and enter into agreements with one another for joint or cooperative action pursuant to A.R.S. § 11-952,et seq. B. The School District is authorized by A.R.S. § 15-342(13) to enter into intergovernmental agreements and contracts with other governing bodies as provided in A.R.S. §11-952. C. Town and School District are authorized by A.R.S. § 15-364 to expend public monies and enter into agreements with each other for the operation and joint use of recreational facilities on properties used for school purposes under the control of the School District. School District is authorized to use Pima County recreational facilities by issuance of a no-cost special use permit granted by Pima County. D. Town and School District serve citizens and further the public interest by cooperatively offering instructional courses that assist students in their post-secondary path. E. Municipalities and school districts may enter into agreements to establish responsibilities relating to instructional courses for students in School District. F. Town and School District desire to establish the responsibilities of all Parties in the implementation of an instructional course for School District where students will learn lifesaving and lifeguarding skills they can use to pursue lifeguarding certification and subsequent employment. AGREEMENT NOW, THEREFORE, in consideration of the recitals set forth above and the mutual covenants, conditions and agreements setforth in this Agreement, the Parties agree as follows: 00079580.DOC/1 Article 1. Purpose The purpose of this Agreement is to establish the rights and responsibilities of the Parties regarding the planning, administration, and implementation of School District's Public Service Leadership and Lifesaving Course (the "Course"), a course offered to students to learn lifesaving and lifeguarding skills they can use to pursue lifeguarding certification and subsequent employment. Article 2. Scope of Agreement 2.1 The Parties shall plan, develop, and offer the Course each semester during the term of this Agreement,on dates and times mutually agreed to by the Parties. 2.2 The Parties may adjust and amend the dates and times for the Course during the term of this Agreement without requiring amendment of this Agreement. Article 3. Shared Responsibilities 3.1 The Parties shall provide the following: 3.1.1. Town employees and certified School district employees will provide instruction consistent with the Course lesson plan. 3.1.2. Classroom instruction for the Course shall occur at Marana High School. 3.1.3. Water training instruction for the Course shall occur at the Northwest YMCA, owned by Pima County. School District will be issued a special use permit for use of the Northwest YMCA Thad Terry Aquatic Center for water training instruction for the Course. Water training instruction for the Course may also occur at Marana High School,if a special use permit is issued by Pima County,and at Town facilities. Article 4.Town Responsibilities 4.1 Town shall provide the following services and resources for the Course during the term of this Agreement: 4.1.1. Town employees shall provide input and feedback regarding the Course lesson plan to ensure students are receiving training needed to be successful lifeguards and, potentially,Town employees in the future. 4.1.2. Town employees participating in the Course shall be fingerprinted and have criminal history record checks completed pursuant to the Town of Marana Administrative Directive, "Fingerprinting and Criminal History Records Checks of Parks and Recreation Department Personnel,Contractors, and Volunteers." Article 5. School District Responsibilities 5.1 School District shall provide the following services and resources for the Course during the term of this Agreement: 5.1.1. School District shall provide all school supplies or instructional supplies associated with this course. Each student will have access to electronic devices where they will be able to access online course materials. 5.1.2. School District is responsible to ensure that facilities are available for the Course and the School District is solely responsible for getting special use permits from Pima County for use of Pima County recreational facilities. The Parties may adjust and amend the locations for the Course during the term of this Agreement without requiring amendment of this Agreement 00079580.DOC/1 Article 6. Financing The parties shall each be responsible for their own costs associated with the Course. Article 7. Term and Termination 7.1. This Agreement shall be effective as of the signature date of the last Party to sign this Agreement, and shall remain in effect for five years, unless earlier terminated by either Party in accord with the terms of this Agreement. 7.2. This Agreement may be terminated under the following circumstances: 7.2.1. This Agreement may be terminated by either Party without cause with 60 days' written notice to the other Party. 7.2.2. A Party may terminate this Agreement for material breach of the Agreement by the other Party. Prior to any termination under this paragraph, the Party allegedly in default shall be given written notice by the other Party of the nature of the alleged default. The Party said to be in default shall have 45 days to cure the default. If the default is not cured within that time,the other Party may terminate this Agreement. Any such termination shall not relieve either Party from liabilities or costs already incurred under this Agreement. 7.2.3. This Agreement may be terminated for a conflict of interest as set forth in A.R.S. §38-511,the relevant portions of which are hereby incorporated by reference. 7.2.4. Notwithstanding any other provision in this Agreement, this Agreement may be terminated if for any reason, there are not sufficient appropriated and available monies for the purpose of maintaining this Agreement. In the event of such cancellation, the Parties shall have no further obligation to each other, other than for payment of services rendered prior to termination. 7.2.5. Notwithstanding any other provision of this Article 7, any termination of this agreement by either party will not take effect until the end of the then current school term, if school is in session and students are enrolled in the class at that time. Article 8. Access to Records 8.1. The Parties shall maintain books, records, documents, and other evidence directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. Each Party shall have access to such books, records, documents, and other evidence for inspection, audit and copying and shall provide proper facilities for such access and inspections. 8.2. Audits conducted under this Article shall be performed in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 8.3. The Parties agree to the disclosure of all information and reports resulting from access to records, as described in this Article, to a Party's auditor, provided that the audited Party is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments of reasonable length, if any, of the audited Party. 00079580.DOC/1 Article 9. Compliance with Laws 9.1. The Parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this Agreement. 9.2. The Parties agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, which supersedes Executive Order 99-4 and amends Executive Order 75-5, and which is hereby incorporated into this Agreement as if set forth in full herein. During the performance of this Agreement, the Parties shall not discriminate against any employee, client or any other individual in any way because of that person's age, race, creed, color, religion,sex, disability or national origin. 9.3. The Parties shall comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336,42 U.S.C. 12101-12213) and all applicable federal regulations under the Act,including 28 CFR Parts 35 and 36. 9.4. The Parties certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of Israel as defined by A.R.S. §35-393. The submission of a false certification may result in action up to and including termination of this Agreement. 9.5. The Parties hereby certify that they will at all times during the term of this Agreement comply with all federal immigration laws applicable to the Parties' employment of its employees,and with the requirements of A.R.S. §23-214 (A). 9.6. This Agreement is subject to the provisions of A.R.S. § 38-511 regarding conflict of interest. Article 10. Indemnification To the fullest extent permitted by law, each Party (as "indemnitor") shall defend,indemnify and hold harmless the other Party (as "indemnitee"), its officers, officials, employees, agents, volunteers, successors, and assigns (the "indemnified group") for claims, damages, losses, liabilities and expenses of any nature whatsoever (including but not limited to reasonable attorneys' fees, court costs, the costs of appellate proceedings, and all claim adjusting and handling expense) relating to, arising out of, resulting from or alleged to have resulted from the indemnitor's acts, errors, mistakes or omissions relating to any action or inaction of this Agreement (collectively, "claims") including but not limited to work, services, acts, errors, mistakes, or omissions in the performance of this Agreement by anyone directly or indirectly employed by or contracting with the indemnitor,or any person for whose acts and liabilities are the obligation of the indemnitor. If any claim, action or proceeding is brought against the indemnified group,indemnitor shall have a duty,at its sole cost and expense,to resist or defend such claim or action on behalf of the indemnified group but only to the extent that such claims result in vicarious/derivative liability to the indemnitee and are caused by the act, omission, negligence, misconduct or other fault of the indemnitor, its officers, officials, agents, employees or volunteers; provided,however, that the indemnitor shall have no obligation to indemnify the indemnified group for the indemnified group's passive negligence. The indemnity provisions of this Agreement shall survive the termination of this Agreement. 00079580.DOC/1 Article 11. Insurance The Parties agree that they shall maintain for the duration of this Agreement policies of public liability insurance sufficient to cover all of their obligations undertaken in the implementation of this Agreement. Article 12. No Joint Venture It is not intended by this Agreement to, and nothing contained in this Agreement shall be construed to create any partnership, joint venture, or employment relationship between the Parties or create any employer-employee relationship between the Parties. No Party hereto shall be liable for any debts,accounts, obligations, or other liabilities whatsoever of the other. Article 13.Workers'Compensation For purposes of Workers' Compensation, an employee of a Party to this Agreement who works under the jurisdiction or control of, or who works within the jurisdictional boundaries of, another Party pursuant to this specific Agreement, is deemed to be an employee of both Parties, as provided in A.R.S. § 23-1022(D). The primary employer of such employee shall be solely liable for payment of Workers' Compensation benefits for the purposes of this paragraph. Each Party shall comply with the notice provisions of A.R.S. §23-1022(E). Article 14. No Third Party Beneficiaries This Agreement is intended to govern the rights and duties of the contracting Parties only and is not intended to confer on any third party any rights or benefits which would not exist in the absence of this Agreement. Article 15. Notices All notice requests and authorizations provided for in this Agreement shall be in writing and shall be delivered or mailed,addressed as follows: Marana: TOWN OF MARANA Attention: Town Manager Address: 11555 W. Civic Center Drive Marana,Arizona 85653 With a copy to: TOWN OF MARANA Attn: Parks and Recreation Director 11555 W. Civic Center Drive Marana,Arizona 85653 School District: Marana Unified School District No. 6 Attention: Daniel Streeter,Superintendent Address: 11279 W. Grier Road, #106 Marana,AZ 85653 With a copy to: MARANA UNIFIED SCHOOL DISTRICT NO. 6 Attn: Kristin Reidy,Assistant Superintendent 11290 W. Grier Rd. #121C 00079580.DOC/1 Marana,AZ 85653 Article 16.Waiver Neither Party's waiver of the other's breach of any term or condition contained in this Agreement shall be deemed a waiver of any subsequent breach of the same or any other term or condition of this Agreement. Article 17. Remedies Either Party may pursue any remedies available to it for the breach of this Agreement, and no right or remedy is intended to be exclusive of any other right or remedy existing at law or at equity or by virtue of this Agreement. Article 18. Force Majeure A Party shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by reason of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purpose of this Agreement, any cause beyond the control of the Party affected, including but not limited to failure of facilities, breakage or accident to machinery or trans-mission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage, strike, lockout, labor dispute,boycott, material or energy shortage, casualty loss, acts of God, or action or non-action by governmental bodies in approving or failing to act upon applications for approvals or permits which are not due to the negligence or willful action of the Parties, order of any government officer or court (excluding orders promulgated by the Parties themselves), and declared local, state or national emergency, which, by exercise of due diligence and foresight, such Party could not reasonably have been expected to avoid. Either Party rendered unable to fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. Article 19. Construction of Agreement 19.1. This Agreement shall be governed by and construed and enforced in accord-ance with the laws of the State of Arizona. 19.2. This Agreement represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations or agreements, either written or oral. 19.3. If any provision of this Agreement is declared invalid or unenforceable, the remainder shall continue in full force and effect. 19.4. This Agreement may not be changed or modified except by written agreement signed by all Parties. [SIGNATURE PAGE FOLLOWS] 00079580.DOC/1 The"TOWN";. The"S`a1)OL D1sTRicr'' 'I'QwN OF MARANA, :an Arizona Municipal :1 ARANA UNIFIED SCHOOL DISTR1cr Na I 6,:an corporation Arizo political subdivision y BY 7i e Ed Honea, 4\ r Dr Mar�I.Lopez Board Pre . t 11 Date . . ... I.eta,f- .... . S .;. . . ATTtsT Day* ., CTd01,Taws.;Cork. Brenda itiry,Boa ecorder .0007958011OC ft. I 1 The"TOWN": The"SCHOOL DISTRICT": TOWN OF MARANA, an Arizona municipal MARANA UNIFIED SCHOOL DISTRICT No. 6, an corporation Arizona political subdivision By: By: Ed Honea, Ma r/ Dr. Maribel Lopez, Board President Date: Z`{ Date: ATTE ' ATTEST: Davi L. Udall,Town Clerk Brenda Drury, Board Recorder 00079580.DOC/1 INTERGOVERNMENTAL AGREEMENT DETERMINATION The foregoing Agreement by and between.the Town of Marana and Marana Unified School District No.6 has been reviewed pursuant to A.R.S. § 11-952 by the undersigned who have determined, for their respective clients, that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona. Town of Marana: • Jane 11,Town Attorney Da e Marana Unified School District No.6: COexprivo. ( .4.,..444.t.v 2-16 (2-4 Lisa Anne Smith,Attorney for the District Date 00079580.DOC/l INTERGOVERNMENTAL AGREEMENT DETERMINATION The foregoing Agreement by and between the Town of Marana and Marana Unified School District No. 6 has been reviewed pursuant to A.R.S. § 11-952 by the undersigned who have determined, for their respective clients, that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona. Town of Marana: lig. -&--64& 2, Jane -. :ll,Town Attorney Da e Marana Unified School District No.6: Lisa Anne Smith,Attorney for the District Date 00079580.DOC/1 Exhibit A to Marana Resolution No. 2024-004 INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN MARANA UNIFIED SCHOOL DISTRICT NO.6 AND THE TOWN OF MARANA FOR PUBLIC LEADERSHIP AND LIFESAVING COURSE This intergovernmental agreement ("Agreement") is entered into by and among TOWN OF MARANA, an Arizona municipal corporation ("Town") and MARANA UNIFIED SCHOOL DISTRICT NO. 6, a political subdivision of the state of Arizona ("School District"). Town and School District are sometimes collectively referred to as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. Town and School District may contract for services and enter into agreements with one another for joint or cooperative action pursuant to A.R.S. § 11-952, et seq. B. The School District is authorized by A.R.S. § 15-342(13) to enter into intergovernmental agreements and contracts with other governing bodies as provided in A.R.S. § 11-952. C. Town and School District are authorized by A.R.S. § 15-364 to expend public monies and enter into agreements with each other for the operation and joint use of recreational facilities on properties used for school purposes under the control of the School District. School District is authorized to use Pima County recreational facilities by issuance of a no -cost special use permit granted by Pima County. D. Town and School District serve citizens and further the public interest by cooperatively offering instructional courses that assist students in their post -secondary path. E. Municipalities and school districts may enter into agreements to establish responsibilities relating to instructional courses for students in School District. F. Town and School District desire to establish the responsibilities of all Parties in the implementation of an instructional course for School District where students will learn lifesaving and lifeguarding skills they can use to pursue lifeguarding certification and subsequent employment. AGREEMENT NOW, THEREFORE, in consideration of the recitals set forth above and the mutual covenants, conditions and agreements set forth in this Agreement, the Parties agree as follows: 00079580.DOC /1 Exhibit A to Marana Resolution No. 2024-004 Article 1. Purpose The purpose of this Agreement is to establish the rights and responsibilities of the Parties regarding the planning, administration, and implementation of School District's Public Service Leadership and Lifesaving Course (the "Course'), a course offered to students to learn lifesaving and lifeguarding skills they can use to pursue lifeguarding certification and subsequent employment. Article 2. Scope of Agreement 2.1 The Parties shall plan, develop, and offer the Course each semester during the term of this Agreement, on dates and times mutually agreed to by the Parties. 2.2 The Parties may adjust and amend the dates and times for the Course during the term of this Agreement without requiring amendment of this Agreement. Article 3. Shared Responsibilities 3.1 The Parties shall provide the following: 3.1.1. Town employees and certified School district employees will provide instruction consistent with the Course lesson plan. 3.1.2. Classroom instruction for the Course shall occur at Marana High School. 3.1.3. Water training instruction for the Course shall occur at the Northwest YMCA, owned by Pima County. School District will be issued a special use permit for use of the Northwest YMCA Thad Terry Aquatic Center for water training instruction for the Course. Water training instruction for the Course may also occur at Marana. High School, if a special use permit is issued by Pima County, and at Town facilities. Article 4. Town Responsibilities 4.1 Town shall provide the following services and resources for the Course during the term of this Agreement: 4.1.1. Town employees shall provide input and feedback regarding the Course lesson plan to ensure students are receiving training needed to be successful lifeguards and, potentially, Town employees in the future. 4.1.2. Town employees participating in the Course shall be fingerprinted and have criminal history record checks completed pursuant to the Town of Marana. Administrative Directive, "Fingerprinting and Criminal History Records Checks of Parks and Recreation Department Personnel, Contractors, and Volunteers." Article 5. School District Responsibilities 5.1 School District shall provide the following services and resources for the Course during the term of this Agreement: 5.1.1. School District shall provide all school supplies or instructional supplies associated with this course. Each student will have access to electronic devices where they will be able to access online course materials. 5.1.2. School District is responsible to ensure that facilities are available for the Course and the School District is solely responsible for getting special use permits from Pima County for use of Pima County recreational facilities. The Parties may adjust and amend the locations for the Course during the term of this Agreement without requiring amendment of this Agreement 00079580.DOC /1 Exhibit A to Marana Resolution No. 2024-004 Article 6. Financing The parties shall each be responsible for their own costs associated with the Course. Article 7. Term and Termination 7.1. This Agreement shall be effective as of the signature date of the last Party to sign this Agreement, and shall remain in effect for five years, unless earlier terminated by either Party in accord with the terms of this Agreement. 7.2. This Agreement may be terminated under the following circumstances: 7.2.1. This Agreement may be terminated by either Party without cause with 60 days' written notice to the other Party. 7.2.2. A Party may terminate this Agreement for material breach of the Agreement by the other Party. Prior to any termination under this paragraph, the Party allegedly in default shall be given written notice by the other Party of the nature of the alleged default. The Party said to be in default shall have 45 days to cure the default. If the default is not cured within that time, the other Party may terminate this Agreement. Any such termination shall not relieve either Party from liabilities or costs already incurred under this Agreement. 7.2.3. This Agreement may be terminated for a conflict of interest as set forth in A.R.S. § 38-511, the relevant portions of which are hereby incorporated by reference. 7.2.4. Notwithstanding any other provision in this Agreement, this Agreement may be terminated if for any reason, there are not sufficient appropriated and available monies for the purpose of maintaining this Agreement. In the event of such cancellation, the Parties shall have no further obligation to each other, other than for payment of services rendered prior to termination. 7.2.5. Notwithstanding any other provision of this Article 7, any termination of this agreement by either party will not take effect until the end of the then current school term, if school is in session and students are enrolled in the class at that time. Article 8. Access to Records 8.1. The Parties shall maintain books, records, documents, and other evidence directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. Each Party shall have access to such books, records, documents, and other evidence for inspection, audit and copying and shall provide proper facilities for such access and inspections. 8.2. Audits conducted under this Article shall be performed in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 8.3. The Parties agree to the disclosure of all information and reports resulting from access to records, as described in this Article, to a Party's auditor, provided that the audited Party is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments of reasonable length, if any, of the audited Party. 00079580.DOC /1 Exhibit A to Marana Resolution No. 2024-004 Article 9. Compliance with Laws 9.1. The Parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this Agreement. 9.2. The Parties agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, which supersedes Executive Order 99-4 and amends Executive Order 75-5, and which is hereby incorporated into this Agreement as if set forth in full herein. During the performance of this Agreement, the Parties shall not discriminate against any employee, client or any other individual in any way because of that person's age, race, creed, color, religion, sex, disability or national origin. 9.3. The Parties shall comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336,42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. 9.4. The Parties certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of Israel as defined by A.R.S. §35-393. The submission of a false certification may result in action up to and including termination of this Agreement. 9.5. The Parties hereby certify that they will at all times during the term of this Agreement comply with all federal immigration laws applicable to the Parties' employment of its employees, and with the requirements of A.R.S. § 23-214 (A). 9.6. This Agreement is subject to the provisions of A.R.S. § 38-511 regarding conflict of interest. Article 10. Indemnification To the fullest extent permitted by law, each Party (as "indemnitor") shall defend, indemnify and hold harmless the other Party (as "indemnitee"), its officers, officials, employees, agents, volunteers, successors, and assigns (the "indemnified group") for claims, damages, losses, liabilities and expenses of any nature whatsoever (including but not limited to reasonable attorneys' fees, court costs, the costs of appellate proceedings, and all claim adjusting and handling expense) relating to, arising out of, resulting from or alleged to have resulted from the indemnitor's acts, errors, mistakes or omissions relating to any action or inaction of this Agreement (collectively, "claims") including but not limited to work, services, acts, errors, mistakes, or omissions in the performance of this Agreement by anyone directly or indirectly employed by or contracting with the indemnitor, or any person for whose acts and liabilities are the obligation of the indemnitor. If any claim, action or proceeding is brought against the indemnified group, indemnitor shall have a duty, at its sole cost and expense, to resist or defend such claim or action on behalf of the indemnified group but only to the extent that such claims result in vicarious/derivative liability to the indemnitee and are caused by the act, omission, negligence, misconduct or other fault of the indemnitor, its officers, officials, agents, employees or volunteers; provided, however, that the indemnitor shall have no obligation to indemnify the indemnified group for the indemnified group's passive negligence. The indemnity provisions of this Agreement shall survive the termination of this Agreement. 00079580.DOC /1 Exhibit A to Marana Resolution No. 2024-004 Article 11. Insurance The Parties agree that they shall maintain for the duration of this Agreement policies of public liability insurance sufficient to cover all of their obligations undertaken in the implementation of this Agreement. Article 12. No Joint Venture It is not intended by this Agreement to, and nothing contained in this Agreement shall be construed to create any partnership, joint venture, or employment relationship between the Parties or create any employer -employee relationship between the Parties. No Party hereto shall be liable for any debts, accounts, obligations, or other liabilities whatsoever of the other. Article 13. Workers' Compensation For purposes of Workers' Compensation, an employee of a Party to this Agreement who works under the jurisdiction or control of, or who works within the jurisdictional boundaries of, another Party pursuant to this specific Agreement, is deemed to be an employee of both Parties, as provided in A.R.S. § 23-1022(D). The primary employer of such employee shall be solely liable for payment of Workers' Compensation benefits for the purposes of this paragraph. Each Party shall comply with the notice provisions of A.R.S. § 23-1022(E). Article 14. No Third Party Beneficiaries This Agreement is intended to govern the rights and duties of the contracting Parties only and is not intended to confer on any third party any rights or benefits which would not exist in the absence of this Agreement. Article 15. Notices All notice requests and authorizations provided for in this Agreement shall be in writing and shall be delivered or mailed, addressed as follows: Marana: TOWN OF MARANA Attention: Town Manager Address: 11555 W. Civic Center Drive Marana, Arizona 85653 With a copy to: TOWN OF MARANA Attn: Parks and Recreation Director 11555 W. Civic Center Drive Marana, Arizona 85653 School District: Marana Unified School District No. 6 Attention: Daniel Streeter, Superintendent Address: 11279 W. Grier Road, #106 Marana, AZ 85653 With a copy to: MARANA UNIFIED SCHOOL DISTRICT NO.6 Attn: Kristin Reidy, Assistant Superintendent 11290 W. Grier Rd. #121C 00079580.DOC /1 Exhibit A to Marana Resolution No. 2024-004 Marana, AZ 85653 Article 16. Waiver Neither Party's waiver of the other's breach of any term or condition contained in this Agreement shall be deemed a waiver of any subsequent breach of the same or any other term or condition of this Agreement. Article 17. Remedies Either Party may pursue any remedies available to it for the breach of this Agreement, and no right or remedy is intended to be exclusive of any other right or remedy existing at law or at equity or by virtue of this Agreement. Article 18. Force Majeure A Party shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by reason of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purpose of this Agreement, any cause beyond the control of the Party affected, including but not limited to failure of facilities, breakage or accident to machinery or trans -mission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage, strike, lockout, labor dispute, boycott, material or energy shortage, casualty loss, acts of God, or action or non -action by governmental bodies in approving or failing to act upon applications for approvals or permits which are not due to the negligence or willful action of the Parties, order of any government officer or court (excluding orders promulgated by the Parties themselves), and declared local, state or national emergency, which, by exercise of due diligence and foresight, such Party could not reasonably have been expected to avoid. Either Party rendered unable to fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. Article 19. Construction of Agreement 19.1. This Agreement shall be governed by and construed and enforced in accord-ance with the laws of the State of Arizona. 19.2. This Agreement represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations or agreements, either written or oral. 19.3. If any provision of this Agreement is declared invalid or unenforceable, the remainder shall continue in full force and effect. 19.4. This Agreement may not be changed or modified except by written agreement signed by all Parties. [SIGNATURE PAGE FOLLOWS] 00079580.DOC /1 Exhibit A to Marana Resolution No. 2024-004 The "TOWN": TOWN OF MARANA, an Arizona municipal corporation Bv: Ed Honea, Mayor Date: ATTEST: David L. Udall, Town Clerk The "SCHOOL DISTRICT": MARANA UNIFIED SCHOOL DISTRICT NO. 6, an Arizona political subdivision Bv: Dr. Maribel Lopez, Board President Date: ATTEST: Brenda Drury, Board Recorder 00079580.DOC A Exhibit A to Marana Resolution No. 2024-004 INTERGOVERNMENTAL AGREEMENT DETERMINATION The foregoing Agreement by and between the Town of Marana and Marana. Unified School District No. 6 has been reviewed pursuant to A.R.S. § 11-952 by the undersigned who have determined, for their respective clients, that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona. Town of Marana: Jane Fairall, Town Attorney Marana Unified School District No. 6: Date Lisa Anne Smith, Attorney for the District Date 00079580.DOC /1