1. AGMT Outside Agency Agreement: YCADC

OUTSIDE AGENCY AGREEMENT
BETWEEN THE CITY OF YUMA
AND THE YUMA COUNTY ANTI-DRUG COALITION
THIS Outside Agency Agreement ("Agreement") is entered into by and between the City of
Yuma ("City"), an Arizona municipal corporation, and the Yuma County Anti-Drug Coalition ("YCADC"),
an Arizona nonprofit corporation. The City and YCADC may be referred to individually as the Party
and collectively as the Parties.
WHEREAS, the City has received funding through the national opioid litigation settlements and
desires to invest those funds in evidence-informed programs and services that prevent opioid misuse,
reduce opioid-related harm, expand prevention and education, and improve public health and safety for
the benefit of City residents;
WHEREAS, YCADC is a community-based, multi-sector coalition dedicated to preventing
substance misuse and its related harms through education, advocacy, prevention, overdose prevention,
and coordinated community action;
WHEREAS, YCADC provides substance misuse prevention, overdose prevention education,
naloxone distribution, youth prevention programming, public awareness campaigns, and community
outreach through partnerships with public safety agencies, schools, healthcare providers, behavioral
health organizations, and other community stakeholders throughout Yuma County;
WHEREAS, the City finds that supporting these services promotes the public health, safety, and
welfare of City residents and serves a valid public purpose;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained
herein, the Parties agree as follows:
I. YCADC RESPONSIBILITIES
YCADC shall:
A. Perform the following services for the City:
1. Implement evidence-informed substance misuse and opioid prevention programs.
2. Provide overdose prevention education and naloxone distribution consistent with applicable
laws.
3. Conduct youth prevention programming and public awareness campaigns.
4. Coordinate prevention initiatives with public safety agencies, schools, healthcare providers,
behavioral health organizations, and community partners.
5. Participate in City-sponsored community outreach events when requested.
6. Maintain accurate financial records and separately account for City funds.
7. Submit quarterly financial and program reports and an annual summary of
accomplishments.
8. Present an annual report to the City Council.
9. Use City funds solely for eligible opioid settlement purposes.
B. On or before July 1 of each year this Agreement is in effect, provide the City with current officers
and directors and YCADC shall notify the City within thirty (30) days of any changes to its
bylaws or articles of incorporation.
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C. The City Administrator may request additional information reasonably necessary to evaluate
program performance and compliance with this Agreement.
li. CITY RESPONSIBILITIES
The City shall:
A. Monitor YCADC performance and evaluate program outcomes. YCADC shall make available
any information reasonably necessary for the City to evaluate performance.
B. Subject to appropriation and this Agreement, provide funding in accordance with Article IH.
lll. FINANCIAL SUPPORT AND TERM OF AGREEMENT
A. This Agreement shall commence on July 1, 2026, and continue through June 30, 2029, unless
earlier terminated in accordance with this Agreement. Upon expiration of the initial term, this
Agreement may be renewed for up to two (2) additional one-year terms, subject to the annual
appropriation of funds by the City Council.
B. Subject to City Council appropriation, the City agrees to provide One Hundred Thousand Doilars
($100,000.00) from the City's Opioid Settlement Fund to YCADC for the services described in
this Agreement.
C. Funds provided under this Agreement shall be used solely for the purposes described in this
Agreement and in accordance with applicable opioid settlement requirements.
D. This Agreement is intended to provide funding for Fiscal Year 2026-2027 only. If the City
Council approves continued opioid settlement funding for YCADC through the annual budget
process, the Parties intend to develop a multi-year funding agreement prior to the expiration of
this Agreement.
IV. METHOD OF PAYMENT
A. Subject to the terms and conditions of this Agreement, the City shall disburse funding to YCADC
in four (4) equal quarterly payments of Twenty-Five Thousand Dollars ($25,000.00) each during
the term of this Agreement. Payments shail be made in July 2026, October 2026, January 2027,
and April 2027.
B. Quarterly payments are contingent upon YCADC's compliance with the terms of this Agreement,
including the submission of all required reports and supporting documentation. The City may
withhold or delay any quarterly payment, in whole or in part, if YCADC fails to comply with the
requirements of this Agreement or uses City funds for purposes inconsistent with this
Agreement.
V. TERMINATION
The City may terminate this Agreement without cause upon thirty (30) days written notice, for
material breach after notice and opportunity to cure, or by mutual written consent of the Parties.
VI. INDEMNIFICATION
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To the fullest extent permitted by law, YCADC shall defend, indemnify and hold harmless the City,
and the City’s agents, representatives, officers, directors, officials, volunteers, and employees from
and against all claims, liabilities, demands, damages, losses, injuries to property or persons
(including death), and expenses (including attorney fees and litigation expenses, and the cost of
appellate proceedings) (collectively “Claims”) to the extent that such Claims result from and/or arise
out of YCADC’s intentional, reckless, or negligent acts, errors, mistakes, directives, or omissions, in
performance of this Agreement. This includes any intentional, reckless, or negligent acts, errors,
mistakes, directives, or omissions of YCADC’s employees, agents, advertisers, contractors,
subcontractors, or any other person for which YCADC may be legally liable, in the performance of
this Agreement.
The amount and type of insurance coverage requirements set forth in this Agreement will in no way
be construed as limiting the scope of the indemnity in this paragraph. The indemnity requirements
set forth in this Agreement will in no way be construed as limiting the insurance required in this
Agreement.
Vil. INSURANCE
A. General Requirements
1. Insurer Qualifications. Without limiting any obligations or liabilities of YCADC under this
Agreement, YCADC shall procure and maintain, at its sole expense, the insurance
coverages required herein. All insurance shall be issued by insurance companies authorized
to transact business in the State of Arizona pursuant to A.R.S. § 20-206, as amended, and
rated A- or better by AM Best, Inc., unless otherwise approved in writing by the City. All
policies and endorsements shall be subject to the City’s reasonable approval. Failure to
maintain the required insurance may result in termination of this Agreement at the City’s
option.
2. No Representation of Coverage Adequacy. The City may review YCADC’s insurance
policies, certificates, and endorsements; however, the City is not obligated to do so. The
City’s failure to request, review, or identify any deficiency in insurance coverage shall not
relieve YCADC of its obligation to procure and maintain the insurance required by this
Agreement.
3. Additional Insured. Except for Workers’ Compensation and Professional Liability
insurance, all required insurance shall include the City, its agents, representatives, officers,
officials, and employees as additional insureds to the fullest extent permitted by law for
claims arising out of YCADC’s performance of this Agreement.
4. Waiver of Subrogation. Except for Professional Liability insurance, all required insurance
policies shall include a waiver of the insurer's rights of recovery or subrogation against the
City, its agents, representatives, officers, officials, and employees for claims arising out of
YCADC's performance of this Agreement. YCADC shall obtain written endorsements
evidencing such waiver.
5. Coverage Term. All required insurance shall remain in effect throughout the term of this
Agreement and until completion and acceptance of all services required under this
Agreement, unless otherwise specified herein.
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| 6. Primary and Non-Contributory Coverage. YCADC’s insurance shall be endorsed to
provide primary and non-contributory coverage with respect to the City and any insurance
maintained by the City for claims arising out of YCADC’s performance of this Agreement.
7. Claims-Made Coverage. If any required insurance is written on a claims-made basis,
YCADC shall maintain continuous coverage or obtain an extended reporting period for a
minimum of three (3) years following completion and acceptance of the services. YCADC
shall provide evidence of such continuing coverage annually during the extended reporting
period.
8. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions
applicable to required insurance shall be the sole responsibility of YCADC and shall not
reduce or otherwise limit the coverage available to the City.
9. Subcontractors. If YCADC uses subcontractors to perform any portion of the services
under this Agreement, YCADC shall require each subcontractor to maintain insurance
meeting the requirements of this Agreement or shall include such subcontractors under
YCADC’s insurance coverage. YCADC shall remain responsible for all work performed by
subcontractors and shall provide evidence of required insurance upon request by the City.
10. Evidence of Insurance. Before commencing work or receiving payment under this
Agreement, YCADC shall provide the City with certificates of insurance, required
endorsements, and declaration pages evidencing the required coverage, limits, and policy
provisions. The City may rely upon such documents as evidence of coverage; however,
acceptance of such documents shall not waive or modify any insurance obligation of
YCADC.
If any required policy expires during the term of this Agreement, YCADC shall provide
renewal certificates and applicable endorsements to the City at least thirty (30) days before
expiration.
Certificates of insurance shall identify this Agreement and include, where applicable,
confirmation that:
a) The City, its agents, representatives, officers, officials, and employees are
additional insureds under Commercial General Liability coverage using ISO Form
CG 20 10 03 97, or an equivalent form;
b) YCADC’s insurance is primary and non-contributory with respect to claims arising
out of YCADC’s performance of this Agreement; and
c) Required policies include waiver of subrogation in favor of the City, except
Professional Liability insurance.
B. Required insurance Coverage
1. Commercial General Liability. YCADC shall maintain Commercial General Liability
insurance on an occurrence basis with limits of not less than:
e $1,000,000 each occurrence;
e $2,000,000 Products and Completed Operations Aggregate; and
e $2,000,000 General Aggregate.
Coverage shall include liability arising from premises, operations, independent contractors,
products-completed operations, personal injury, and advertising injury. Coverage shall be at
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least as broad as ISO Form CG 00 01, or an equivalent form, and shall include a separation
of insureds provision.
The City shall be included as an additional insured under ISO Form CG 20 10 03 97, or an
equivalent endorsement, for claims arising out of YCADC’s performance of this Agreement.
if excess or umbrella insurance is used to satisfy these requirements, such coverage shall
follow form and provide coverage equal to or broader than the underlying insurance.
2. Professional Liability. If the services provided under this Agreement include
professional services, or if YCADC performs professional services related to this Agreement,
YCADC shall maintain Professional Liability insurance covering negligent acts, errors, and
omissions arising from such services. Professional Liability insurance shall have limits of not
less than:
e $2,000,000 each claim; and
¢ $2,000,000 annual aggregate.
C. Cancellation and Material Change Notice. YCADC shall provide the City with written notice of
cancellation, nonrenewal, or material reduction in coverage within thirty (30) days of receiving
notice from the insurer, to the extent such notice is available under the applicable insurance
policy.
D. Workers’ Compensation. YCADC acknowledges that its employees, agents, contractors,
volunteers, and directors are not employees of the City and are not entitled to any benefits
provided by the City, including workers’ compensation benefits. YCADC is solely responsible for
providing workers’ compensation coverage for its employees and for any injuries or claims
arising from the performance of this Agreement.
Vill. GENERAL CONDITIONS
A. Non-Discrimination Laws. YCADC shall not discriminate against any person on the basis of
race, religion, color, age, sex, disability, sexual identity, sexual orientation, gender or national
origin in the performance of this Agreement, and shall comply with the terms and intent of Title
Vil of the Civil Rights Act of 1964, as amended, State Executive Order 2009-09, the
Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment or
advancement in employment of qualified persons because of physical or mental disability, and
with the Americans with Disability Act of 1990. In addition, YCADC shall include similar
requirements of subcontractors in any contracts entered into for performance of YCADC’s
obligations under this Agreement.
B. Financial Review. YCADC shall make their financial records available for inspection by the
City, or its designee, upon reasonable notice during normal business hours of the City. If the
City desires a financial audit by a certified public accountant of the YCADC’s financial records to
verify use of City funds according to the terms and conditions of this Agreement, YCADC shall
cooperate fully in the performance of such audit. YCADC shall be responsible for the cost of
such an audit if requested by the City and are entitled to a copy of any resulting reports that are
received by the City.
C. Compliance with Laws. YCADC shall comply with all federal, state, and local laws and
ordinances applicable to its performance under this Agreement. In addition, YCADC shall
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include similar requirements of subcontractors in any contracts entered into for performance of
YCADC obligations under this Agreement.
D. Successors and Assigns. This Agreement is not assignable unless both Parties mutually
consent otherwise in writing and signed by both Parties. The requirements of this Agreement
are binding upon the heirs, executors, administrators, successors, and assigns of both Parties.
E. Attorney Fees and Costs. In the event any action, suit or proceeding is brought for failure to
observe any of the terms, covenants, or provisions of this Agreement, the prevailing party shall
be entitled to recover as part of such action or proceeding, all litigation, arbitration, and
collection expenses, including, but not limited to, witness fees, court costs, and reasonable
attorney fees.
F. Laws Governing/Venue. This Agreement shall be governed by the laws of the State of
Arizona, as to validity, interpretation, and performance. Any and all suits for any and every
breach of this Agreement, or other judicial proceeding for the enforcement or interpretation of
this Agreement shall be instituted and maintained in Superior Court in Yuma County, Arizona.
G. Non-Waiver. The failure or delay of either Party to insist upon strict performance of any of the
provisions of this Agreement, or to exercise any of the rights or remedies provided by this
Agreement, shall not release either Party from any of the responsibilities or obligations imposed
by law or by this Agreement, and shall not be deemed a waiver of any right of either Party to
insist upon strict performance of this Agreement.
H. Severability. !f any part, term, or provision of this Agreement is by the courts held to be illegal
or in conflict with any law of the State of Arizona, the validity of the remaining portions or
provisions shall not be affected, and the rights and obligations of the parties shall be construed
and enforced as if the Agreement did not contain the particular part, term, or provision held to
be invalid.
I. Entire Agreement and Amendments. This instrument contains the entire Agreement between
the Parties, and no oral or written statement, promises, or inducements made by either Party or
agent of either Party that is not contained in this written Agreement, or specifically referred to in
this written Agreement shall be valid or binding; and this Agreement may not be enlarged,
modified, or altered except in writing signed by both Parties.
J. Relationship of Parties. The Parties understand and expressly agree that YCADC is an
independent contractor and is not an employee of the City. Nothing in this Agreement
constitutes a partnership or joint venture between the Parties and neither Party is the principal
or agent of the other.
K. Rights/Obligations of Parties Only. The terms of this Agreement are intended only to define
the respective rights and obligations of the Parties. Nothing in this Agreement shall create any
rights or duties in favor of any potential third-party beneficiary or other person, agency, or
organization.
L. Time of the Essence. Time is of the essence in this Agreement. Unless otherwise specifically
provided in this Agreement, any consent to delay in the performance of YCADC of any
obligation shall be applicable only to the particular transaction to which it relates, and it shall not
be applicable to any other obligation or transaction.
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M. Dispute Resolution. The Parties agree that in the event of a dispute arising out of, or relating
to, this Agreement, they will make good faith efforts to resolve the dispute without legal action.
In the event the dispute cannot be resolved, the Parties may pursue any action permitted by
applicable law or the terms of this Agreement.
N. Conflict of Interest. This contract shall be subject to the Conflict-of-Interest provisions of
A.R.S. § 38-511, as amended.
O. Environmental Conditions. YCADC shall take all steps necessary to ensure YCADC
compliance with all applicable federal, state, and local environmental laws, regulations and
ordinances, and shall indemnify and hold the City harmless for any remediation required and
from and against any and all liabilities, losses, suits, claims, judgments, fines or demands
arising by reason of injury or death to any person or damage to any property or the environment
of any nature whatsoever arising out of violations of such laws, regulations and ordinances.
P. E-verify Requirements. To the extent applicable under A-R.S. § 41-4401, YCADC and its
subcontractors warrant compliance with all federal immigration laws and regulations that relate
to their employees and their compliance with the E-verify requirements under A.R.S. § 23-
214(A). YCADC’s or its subcontractor’s failure to comply with such warranty shall be deemed a
material breach of this Agreement and may result in the termination of this Agreement by the
City.
The City retains the legal right to inspect the papers of any YCADC contractor or subcontractor
employee who works on this Agreement to ensure that YCADC or subcontractor is complying
with this warranty.
Q. Political Activities. Employees, directors, board members, officers, and volunteers of YCADC
are prohibited from engaging in any political activity with respect to candidates for political office
beyond the private expression of personal opinion, registering as a member of a political party,
signing petitions, and voting in any special, general, or primary election. No employee, director,
board member, officer, or volunteer shall solicit any contribution in cash or service from any
YCADC employee, director, board member, officer, or volunteer to support any candidate for
public office. No employee, director, board member, officer, or volunteer shall use the name of
YCADC, or use their affiliation with YCADC, to engage in any political activity of any kind or to
solicit any contribution in cash or services to support any candidate for public office. If an
employee, director, board member, officer, or volunteer should engage in said activities, they
shall make it clear that they are doing so in their personal and private capacity and are not
associated with YCADC in any way while engaging in said activity. Employees, directors, board
members, officers, and volunteers will refrain from engaging in any political activity while
attending or participating in any YCADC function or event.
R. Boycott of Israel. Pursuant to A.R.S. § 35-393.01, YCADC certifies that YCADC is not
engaged in a boycott of Israel as of the effective date of this Agreement and agrees for the
duration of this Agreement to not engage in a boycott of Israel.
S. Notices. Unless otherwise provided in this Agreement, all notices, demands, requests,
consents, approvals, and other communications (collectively “Notices”) required or permitted
hereunder shall be in writing and delivered by registered or certified U.S. mail, postage prepaid,
or personally delivered, at the address shown below. Notices shall be deemed received at the
time of actual receipt, which shall be evidenced by a copy of receipt (in the case of notices that
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are personally delivered), or as evidenced by the United States Postal Service receipt, or ten
(10) calendar days after mailing, whichever comes first, in the case of notices that are mailed:
To City: To YCADC:
City of Yuma Yuma County Anti-Drug Coalition
Attn: City Administrator Attn: Shelley Metlon
One City Plaza 2180 S 4" Avenue, Suite D
Yuma, Arizona 85364 Yuma, Arizona 85364
T. Provisions Required by Law. Each and every provision of law and any clause required by law
to be in this Agreement will be read and enforced as though it were included herein and, if
through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then
upon the application of either Party, this Agreement will promptly be physically amended to
make such insertion or correction.
U. Authority of Parties. The persons executing this Agreement on behalf of the Parties represent
and guarantee they are authorized to do so, on behalf of themselves and the entity they
represent. Further representation is made that due diligence has occurred, and that all
necessary internal procedures and processes, including compliance with the open meeting law
where necessary, have been satisfied in order to legally bind the entity to the terms of this
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement this day of
2026.
,
City of Yuma, an Arizona municipal Yuma County Anti-Drug Coalition, an Arizona
Corporation non-profit corporation
Jay Simonton Shetly Mellon
Acting City Administrator YCADC President/Board Chair
ATTEST:
Janet Pierson
City Clerk
DATE
APPROVED AS TO FORM:
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Richard W. Files
City Attorney
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