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2017/07/31 March Joint Powers Authority MARS Program MARS GOVERNMENTAL PARTNER COOPERATIVE AGREEMENT COOPERATIVE AGREEMENT BETWEEN THE MARCH JOINT POWERS AUTHORITY AND THE CITY OF MENIFEE REGARDING THE MARS PROGRAM This COOPERATIVE AGREEMENT ("Agreement") by and between the MARCH JOINT POWERS AUTHORITY, a California joint powers public agency ('`MJPA") and THE CITY OF MENIFEE, a MUNICIPALITY and a MARS Governmental Partner("MGP"), is made and entered into as of July 31, 2017 ("Effective Date"). MJPA and MGP are sometimes individually referred to as"Party" and collectively as"Parties." 1. Recitals 1.1 WHEREAS, the MJPA was formed in September of 1993 through the joint resolutions of the Cities of Perris, Moreno Valley, and Riverside and the County of Riverside. The MJPA was formed for the purpose of addressing the use, reuse, and joint use of the realigned March Air Force Base: and 1.2 WHEREAS, due to an aging population, the skilled labor workforce within the Aerospace and Defense ("A&D") industries are decreasing and retaining that workforce continues to be a challenge; and 1.3 WHEREAS, creating a highly skilled workforce with immediate job placement potential is critical to improving quality of life for the Inland Empire: and 1.4 WHEREAS, the MARS — Manufacturing, Aerospace, Research, and Science — Program is an industry-driven program for developing the future workforce in A&D; and 1.5 WHEREAS, the MARS Program is currently composed of two initiatives: (1) the MARS Career Promise Program; and (2) the MARS Business Support Program; and 1.6 WHEREAS, the MARS Career Promise Program will help industry partners address their workforce needs through an innovative training partnership with local schools that will not only enhance schools' STE(A)M programs, but will allow students to gain real life skills early in their education experience that make them valuable assets to companies by the time they are seniors in high school; and 1.7 WHEREAS, classes in the MARS Career Promise Program are intentionally aligned between middle schools and high schools to build participating students' hands on skills that are relevant to Industry Partners' needs; and 1.8 WHEREAS, the MARS Career Promise Program will provide a sustainable mode for employment for A&D Companies while preparing students with emerging skills that are directly relevant to industry needs through career-readiness programs in public schools; and 1.9 WHEREAS, the MARS Business Portal Program will create, operate, and maintain the MARS Business Portal ("Portal") that will serve as an information repository for regional A&D businesses and the business support services available to them; and 1.10 WHEREAS, the Portal will also serve to assist with the placement of students in connection with the MARS Career Promise Program; and 1.11 WHEREAS, the MARS Program is a partnership between MJPA, American Aerospace Technical Academy, AMRO, Private Industries, Department of Defense entities, Inland Empire K-12 School Districts, Community Colleges, Universities, and non-profits. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained and for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 2. Terms of Agreement 2.1 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above. Said Recitals are incorporated into this Agreement by this reference. 2.2 March Joint Powers Authority Commitments. MJPA hereby agrees to do the following: (a) To operate the MARS Program efficiently and cooperatively including involving MARS Industry Partners ("MIPs"), MARS Education Partners ("MEPs"), and MARS Government Partners ("MGPs") in the Program; and (b) To develop and operate the Portal through the MARS Business Portal Program. 2.3 MARS Governmental Partner Commitments. MGP hereby agrees to do the following: (a) To provide a contact person, preferably someone involved with economic development department, for the MARS Program who will promote the Program and to be a champion for the Program in his or her community; (b) To provide information for the Portal, including but not limited to local workforce needs, local A&D company contacts and information; and (c) To assist with the development of new relationships with potential MIPs; and (d) To provide, as applicable and at MGP's discretion, sponsorships of schools, classes, and/or students and other activities to further the MARS Program and Portal. 2.4 Financial Participation. Funding for the MARS Career Promise Program occurs through State and Federal workforce training and Career Technical Education funding. Additional funding may be secured through other sources. Participating in the MARS Career Promise Program is at no cost to the MGP. 2.5 Term and Termination. This Agreement shall remain in effect for the duration of the MARS Program. However, either Party may terminate this Agreement at any time and for any reason. Notice of termination shall be provided in writing and termination shall be effective upon receipt of said notice by the other Party. 2.6 insurance Requirements. The Parties shall each maintain adequate insurance coverage for the activities contemplated herein for the duration of this Agreement. 3. Miscellaneous Terms 3.1 Amendment. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. 3.2 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. The captions of the Page 2 of 5 213 l 7.0 00 00129 79 3 1 1 0.2 various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.3 Entire Agreement. This Agreement constitutes the entire and integrated agreement with respect to the subject matter hereof and supersedes any and all prior and contemporaneous oral or written negotiations, representations or agreements. 3.4 Notices, Demands and Communications Between the Parties. (a) Formal notices, demands and communications between Parties shall be deemed sufficiently given if: (i) by commercial overnight delivery; (ii) by messenger service for immediate personal delivery; or (iii) by electronic transmittal, including electronic mail and/or fax transmissions, subject to written verification of receipt by the receiving party. Such written notices, demands and communications may be sent in the same manner to such other addresses as either Party may from time to time designate by written notice to the other Party. All notices,demands and communications shall be sent, as follows: TO MJPA: TO MGP: March Joint Powers Authority City of Menifee Attn: Executive Director 29714 Haun Road 14205 Meridian Pkwy., Suite 140 Menifee,CA 92586 Riverside, CA 92518 Attn: Gina Gonzalez Copy to: Copy to: Best Best& Krieger LLP City Clerk Attn: General Counsel City of Menifee 2855 E. Guasti Road, Suite 400 29714 Haun Road Ontario, CA 91761 Menifee, CA 92586 (b) Notices shall be deemed effective upon receipt or with respect to electronic transmission, upon receipt of written verification from the receiving party. 3.5 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Laws and Regulations. Each Party shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of this Agreement, and shall give all notices required by law. Each Party shall be liable for all violations of such laws and regulations in connection with this Agreement. If either Party performs any of its obligations hereunder knowing that its actions are contrary to such laws, rules and regulations and without giving written notice to the other, the violating Party shall be solely responsible for all costs arising therefrom. 3.7 Approvals. Approvals required by Parties, or any officers, agents or employees thereof, shall not be unreasonably withheld and approval or disapproval shall be given within a reasonable time. Page 3 of 5 21317.00000\29793110.2 3.8 Mutual Cooperation; Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. 3.9 Third Party Beneficiaries. This Agreement and the performance of the Parties obligations hereunder are for the sole and exclusive benefit of the MJPA and MGP. No person or entity who or which is not a signatory to this Agreement shall be deemed to be benefited or intended to be benefited by any provision hereof, and no such person or entity shall acquire any rights or causes of action against either the MJPA or MGP hereunder as a result of a Parry's performance or non- performance of its obligations under this Agreement. 3.10 Relationship of Parties. The Parties agree and intend that the MJPA and MGP are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association between them. 3.11 Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles. This Agreement shall be deemed to have been made in the County of Riverside, California, regardless of the order of the signatures of the Parties affixed hereto. Any litigation or other legal proceedings which arise under or in connection with this Agreement shall be conducted in a Federal or state court located within or for Riverside County, California. The Parties consent to the personal jurisdiction and venue in federal or state court located within or for the County of Riverside, California and hereby waive any defenses or objections thereto including defenses based on the doctrine of forum non convemens. 3.12 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or render unnecessary its consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 3.13 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 3.14 Legal Counsel. Each Parry acknowledges that: (i) it has read this Agreement; (ii) it has had the opportunity to have this Agreement explained to it by legal counsel of its choice; (iii) it is aware of the content and legal effect of this Agreement; and (iv) it is not relying on any representations made by the other Party or any of the employees, agents, representatives, or attorneys of the other Party, except as expressly set forth in this Agreement. 3.15 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 3.16 Binding Effect. The terms of this Agreement shall inure to the benefit of, and shall be binding upon, each of the Parties and their respective successors and assigns. 3.17 Authorized Representatives. The person or persons executing this Agreement on behalf the MJPA and MGP warrants and represents that he/she has the authority to execute this Agreement on Page 4 of 5 21317.00000\29793110 2 behalf of that Party and that he/she has the authority to bind that Party to the performance of its obligations hereunder. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be entered into as of the date set forth above. MARCH JOINT POWERS AUTHORITY CITY OF MENIFEE r By: I U By: Dr Danielle Wheeler,Executive Director Ron E. Bradley, Interim City a er Date: Date: , APPROVED AS TO LEGAL FORM: APPROVED AS TO LEGAL FORM: B : r Y _ Best Best& Krieger LLP, General Counsel etching,City orney ATTEST: ATTEST: By: By �a y A 1 rict Clerk Sar h Manwaring,C ty lerk Page 5 of 5 2 l 317.00000\297931 l 0.2