IGA TEMPE AND GUADALUPE YOUTH PASS FINAL.PDF
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1 YOUTH TRANSIT PASS PROGRAM INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF TEMPE AND TOWN OF GUADALUPE THIS INTERGOVERNMENTAL AGREEMENT (IGA or Agreement) is made and entered into this ___ day of _____2026, by and between the City of Tempe, a municipal corporation duly organized and existing under the laws of the State of Arizona (hereinafter referred to as “TEMPE”) and the Town of Guadalupe, a municipal corporation duly organized and existing under the laws of the State of Arizona (hereinafter referred to as “GUADALUPE”). TEMPLE and GUADALUPE may hereinafter be referred to individually as a “Party” or collectively as the “Parties.” A. WHEREAS, TEMPE is authorized to operate public transit services and programs pursuant to Tempe charter, City codes and ordinances; and B. WHEREAS, TEMPE and GUADALUPE wish to encourage youth transit ridership by jointly financing the Tempe Youth Transit Pass Program (“PROGRAM”); and C. WHEREAS, GUADALUPE has been authorized by its Town Council and TEMPE has been authorized by its City Council to enter into this Agreement; and D. WHEREAS, GUADALUPE, as a municipal corporation, and TEMPE as a municipal corporation, have authority in accordance with A.R.S. § 11-952 to enter into intergovernmental agreements. AGREEMENT NOW THEREFORE, in consideration of the promises, mutual covenants, and agreements contained herein, the Parties agree as follows: SECTION 1. PURPOSE. The purpose of this Agreement is to define operations and financial responsibilities between TEMPE and GUADALUPE for the reimbursement of monthly usage costs for its residents ages 6 to 18 for the PROGRAM. SECTION 2. SPECIAL PROVISIONS. A. Term. The term of this Agreement commences upon the date that this Agreement is fully executed and shall remain in effect for five (5) years thereafter through June 30, 2031, unless sooner terminated as provided in this Agreement. This agreement may be extended for two additional five-year terms upon the mutual written agreement of Tempe and GUADALUPE. B. City of Tempe Responsibility. TEMPE shall: 1. verify PROGRAM participant age; and 2. verify Guadalupe residency; and 3. verify parental consent; and 4. issue the pass free of charge to the PROGRAM; and 2 5. print the participant’s photo and transit pass graphic on the encoded passes; and 6. upon receipt of the registration form, maintain daily the web-based database including student name, address, age, date of birth, school, parental consent, email and pass number; and 7. invoice GUADALUPE the actual monthly transit usage costs with a cap of $32 per month, per GUADALUPE residents ages 6 to 18. C. Insurance. Both Parties shall carry adequate self-insurance and/or insurance to cover any claims and/or lawsuits which may arise out of the activities contemplated by this agreement. GUADALUPE will carry liability, property damage and workers' compensation insurance and include TEMPE as an additional insured. TEMPE is self-insured up to its' self- insurance retained limits. TEMPE purchases insurance for claims above its' self-insured limit. TEMPE’S self-insurance and insurance covers public liability and property damage and will include GUADALUPE as an additional insured. GUADALUPE shall maintain in force the following minimum commercial general liability insurance; $1 million per occurrence with a $2 million aggregate for bodily injury, death and property damage, personal and advertising injury, and products/completed operations. D. Indemnification Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party (as “Indemnitee”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney’s fees) (hereinafter collectively referred to as “Claims”) arising out of bodily injury of any person (including death) or property damage, but only to the extent that such Claims which result in vicarious/derivative liability to the Indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees or volunteers. E. Termination. GUADALUPE reserves the right to terminate this Agreement if it determines in its sole discretion that GUADALUPE no longer deems it necessary to participate in the PROGRAM. In that event, GUADALUPE may terminate this Agreement upon giving TEMPE sixty (60) days prior written notice of termination. TEMPE reserves the right to terminate this Agreement if it determines in its sole discretion that TEMPE no longer deems it necessary to participate in the PROGRAM. In that event, TEMPE may terminate this Agreement upon giving GUADALUPE sixty (60) days prior written notice of termination. F. Financing. GUADALUPE shall pay TEMPE the actual monthly transit usage costs with a cap of $32 per month, per GUADALUPE residents ages 6 to 18. SECTION 3. GENERAL PROVISIONS. The following provisions are material and essential to the Parties’ entry into this Agreement. A breach of any of the provisions of this section shall constitute a material default. A. Entire Agreement; Modification (No Oral Modification). This Agreement constitutes the full and complete understanding and agreement of the Parties. It supersedes and replaces any and all previous representations, understandings, and agreements, written or oral, relating to its subject matter. This Agreement, and its terms, may not be modified or changed except in writing signed by all Parties. There shall be no oral alteration or modification of this Agreement. B. Invalidity of Any Provisions. This Agreement shall remain in full force and effect even if one or more of its terms or provisions have been held to be invalid or unenforceable. Such a holding shall result in the offending term or provision being ineffective to the extent of its invalidity or unenforceability 3 without invalidating the remaining terms and provisions hereof; this Agreement shall thereafter be construed as though the invalid or unenforceable term or provision were not contained herein. C. Applicable Law and Litigation. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona. Any and all litigation between the Parties arising from this Agreement shall be litigated solely in the appropriate state court located in Maricopa County, Arizona. D. Conflicts of Interest. All Parties hereto acknowledge that this Agreement is subject to cancellation pursuant to the provisions of § 38-511, Arizona Revised Statutes. E. Non-waiver. Should any Party fail or delay in exercising or enforcing any right, power, privilege or remedy under this Agreement such failure or delay shall not be deemed a waiver, release or modification of the requirements of this Agreement or of any of the terms or provisions thereof. F. Notice. Any notice, consent, or other communication (“NOTICE”) required or permitted under this Agreement shall be in writing and either delivered in person, sent by facsimile transmission, deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, or deposited with any commercial air courier or express service addressed as follows: If intended for GUADALUPE: Town of Guadalupe ATTN: Town Manager 9241 S Avenida del Yaqui Guadalupe, AZ 85283 Telephone: If intended for TEMPE: City of Tempe 200 East 5th Street, 2nd Floor Tempe, AZ 85281 Telephone: (480) 350-4311 NOTICE shall be deemed received at the time it is personally served or, 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, ten (10) days after the NOTICE is deposited in the United States mail as above provided. Any time period stated in a NOTICE shall be computed from the time the NOTICE is deemed received. Any Party may change its mailing address, phone number, or the person to receive NOTICE by notifying the other Parties as provided in this section. G. Recovery Upon Default. The occurrence of any or more of the following events, among others, shall constitute a material breach of and default under the Agreement: any failure by GUADALUPE to observe, perform or undertake any provision, covenant or condition of this Agreement. Upon the occurrence of any default, non-performance or breach of the Agreement not cured within thirty (30) days of the date of written notification, TEMPE may recover any and all damages permitted by law or in equity, including but not limited to compensatory damages, together with all costs and expenses of recovery. 4 H. Compliance A.R.S. § 41-4401— Immigration Laws and E-Verify: 1. To the extent applicable under A.R.S. § 41-4401, each Party warrants its and its subcontractors’ compliance with all Federal immigration laws and regulations relating to employees and warrants their compliance with the E-verify requirements under A.R.S. § 23-214(A). 2. A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the Agreement and the breaching Party may be subject to penalties up to and including termination of the Agreement. 3. Each Party retains the legal right to inspect the papers of any employee who works on the Agreement to ensure that the other Party or its subcontractors is complying with the warranty under subparagraph 1 above. I. Survival. Any and all representations, obligations, indemnities, warranties, covenants, conditions and agreements contained in this Agreement which are expressed as surviving the expiration or earlier termination of this Agreement, or by their nature, are to be performed, observed or survive, in whole or in part, after the termination or expiration of this Agreement term, shall survive the termination or expiration of this Agreement. J. Nonliability of Officials and Employees. No official, employee, or representative of any Party shall be personally liable to any other Party, or to any successor in interest to any Party, in the event of any breach or default, or with respect to any obligation or otherwise, under the terms of this Agreement or related to this Agreement. K. No Partnership. This Agreement and the transactions and performances contemplated hereby shall not create any sort of partnership, joint venture or similar relationship between the Parties. L. Implied Contract Terms. Each and every provision of law and any clause required by law to be in the Agreement shall be read and enforced as though it is included herein. Upon application of a Party, this Agreement may be amended to include such provision. M. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument and it shall not be necessary that any single counterpart bear the signature of all Parties. N. Appropriation of Funds. The Parties recognize that the performance by GUADALUPE or TEMPE may be dependent upon the appropriation and allocation of funds by the State Legislature of Arizona or City of Tempe, respectively. Should the Legislature or TEMPE fail to appropriate, allocate, or make available the necessary funds or if the Party's appropriation is reduced during the fiscal year, that Party may reduce the scope of this Agreement if appropriate or cancel this Agreement without further duty or obligation. No liability shall accrue in the event this provision is exercised and neither Party nor the State of Arizona or City of Tempe shall be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. O. Nondiscrimination. Both Parties shall comply with Executive Order 2009-09, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or disability shall have equal access to employment opportunities, and all other applicable state and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. Both Parties 5 shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin, or disability. P. Records and Audits. Pursuant to A.R.S. §§ 35-214, 35-215, and 41-2548, all books, accounts, reports, files, and other records relating to this Agreement shall be subject, at all reasonable times, to inspection and audit by the State during the term of this Agreement and for five years after the termination of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written. CITY OF TEMPE, a municipal corporation By: Corey D. Woods, Mayor ATTEST: Kara A. DeArrastia, City Clerk APPROVED AS TO FORM: Eric C. Anderson, City Attorney Town of Guadalupe By: Valerie Molina, Mayor ATTEST: Rocio Ruiz, Town Clerk APPROVED AS TO FORM: Joseph D. Estes, Esq. Pierce Coleman, PLLC Town Attorneys