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Agreement Between Maricopa County by and through the Maricopa County Sheriff’s Office and Learning for Life This non-financial Agreement is between Maricopa County by and through the Maricopa County Sheriff’s Office (MCSO) and Learning for Life, a District of Columbia nonprofit corporation, together the “Parties.” PURPOSE: The purpose of this Agreement is to allow those associated with the MCSO Explorers Post access to Learning for Life’s education resource program. TERM: The Term of this Agreement shall be for 10 years, beginning with the signing of this Agreement by the Maricopa County Board of Supervisors and ending December 31, 2025. Beginning with this Agreement, an annual registration will be processed in the form of an “Annual Memorandum of Understanding” (Example Attached as Exhibit A) and will remain valid through the registration expiration of the post or club. Each Annual Memorandum of Understanding will be filed and retained with the record of this Agreement. Either party may discontinue the Agreement or the program at any time upon written notice to the other organization. AMENDMENTS: Changes to this Agreement and material changes to the annual registration form (Annual Memorandum of Understanding) form will require an amendment to this Agreement. RESPONSIBLITIES: Responsibilities of the Maricopa County Sheriff’s Office and Learning for Life are outlined in the “Annual Memorandum of Understanding. INSURANCE AND INDEMNIFICATION Learning for Life will maintain the insurance required by Maricopa County. Its policy shall include bodily injury, property damage, workers compensation, business auto liability, and broad form contractual liability coverage. Minimum Limits: General Aggregate $2,000,000 Products/Completed Operations Aggregate $4,000,000 Each Occurrence Limit $2,000,000 Personal/Advertising Injury $1,000,000 Workers Compensation $1,000,000 Auto Liability (combined single limit) $1,000,000 Learning for Life shall provide to County a Certificate of Insurance Coverage with limits designated in this Agreement naming Maricopa County, its agents, representatives, officers, volunteers and employees, as Additional Insureds prior to using the Premises upon request. Learning for Life agrees to indemnify, defend, save and hold harmless Maricopa County, its departments, boards, commissions, and its officers, officials, agents, and employees (hereinafter referred to as "Indemnitees") from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or in part, by the negligent or willful acts or omissions of Learning for Life officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or arising out of the failure of Learning for Life to conform to any federal, state or local, law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Learning for Life from and against any and all claims. It is agreed that Licensee will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of this agreement, Learning for Life agrees to waive all rights of subrogation against the County and the Maricopa County Sheriff's Office, the officers, officials, agents, and employees thereof for losses arising under this agreement. IN WITNESS WHEREOF, the duly authorized parties enter into this Memorandum of Understanding. Learning for Life Maricopa County _____________________________ ______________________________ Representative Date Clint Hickman, Date Chairman of the Board ATTEST: ATTEST: _____________________________ ______________________________ Date Fran McCarroll Date Clerk of the Board APPROVED AS TO FORM: ______________________________ Deputy County Attorney Date