TOHONO OODHAM 2017 IGA_DRAFT.DOCX

Grant-in-Aid
Fiscal Agent Agreement
between
the Tohono O’odham Nation
and
[FLOW THROUGH MUNICIPALITY]
On behalf of
[GRANTEE]
THIS GRANT-IN-AID Fiscal Agent Agreement, (“Grant”) is entered into as of the
______ day of _____________________, 2017, by and between the Tohono O’odham Nation, a
federally recognized Indian tribe (the “Nation”), [MUNICIPALITY], a [describe FLOW
THROUGH MUNICIPALITY], and [GRANTEE], a [describe GRANTEE] (“Grantee”).
R E C I T A L S
A. The Constitution of the Tohono O’odham Nation, Article VI, Section 1(f)
provides that the Tohono O’odham Legislative Council is authorized to negotiate and conclude
agreements on behalf of the Tohono O’odham Nation with Federal, State and local governments.
B. The Constitution of the Tohono O’odham Nation Article VII, Section 2(f)
provides that the Chairman of the Nation is the official representative of the Tohono O’odham
Nation; and as such, upon passage of a Resolution by the Legislative Council approving of any
agreement with Federal, State and local governments, the Chairman is authorized to sign such
agreement on behalf of the Nation.
C. Maricopa County is authorized to enter into this Agreement pursuant to A.R.S. §§
5-601.01 and 11-952. The Grantee is authorized to accept the award set forth herein pursuant to
the A.R.S. §5-601.02 and the Tribal Gaming Compact as a non-County recipient.[Authorizing
language for FLOW THROUGH MUNICIPALITY].
D. [Authorizing language for GRANTEE].
Now, therefore, in consideration of the mutual promises contained herein, the parties
hereby agree as follows:

P R O V I S I O N S
1. Purpose. The purpose of this Grant is to set forth the rights and responsibilities
of the parties with respect to the payment and distribution of the Contribution, as hereinafter
defined.
2. Acceptance of Duties; Monies Held in Trust. [FLOW THROUGH
MUNICIPALITY] agrees to perform the duties of fiscal agent, paying agent and registrar for all
monies the Nation deposits with [FLOW THROUGH MUNICIPALITY] for the benefit of
[GRANTEE]. [FLOW THROUGH MUNICIPALITY]: shall hold this funding separate from all
other monies in the possession or control of [FLOW THROUGH MUNICIPALITY]. [FLOW
THROUGH MUNICIPALITY] shall notify the Nation, at the address set forth in Paragraph 11,
that the Contribution monies are provided to [GRANTEE] within five (5) business days after the
distribution is made.
3. Contribution. The Nation shall make a payment to [FLOW THROUGH
MUNICIPALITY] in the amount described in Exhibit “A” (the “Contribution”) on or about
November 30, 2017. [FLOW THROUGH MUNICIPALITY] shall then make this funding
available to Grantee as quickly as is feasible. The Grantee may not change the scope of the
project or use the funds for a project other than that explained in Exhibit “A” without the written
consent of the Nation.
4. Funding. The Contribution payment shall be delivered to [FLOW THROUGH
MUNICIPALITY], without any further notice or invoice required, at the address set forth in
Paragraph 11 below, upon the complete execution of this Grant.
5. Disbursement of Contribution. In accordance with Maricopa County’s policies
and procedures and upon satisfactory documentation, as quickly as is feasible Maricopa County
will distribute the funds to [GRANTEE]. Upon distribution of the Contributions to the non-
County recipients as specified in Paragraph 2 of this Agreement, the County of Maricopa shall
have no further responsibility to the Nation with respect to such funds or the use thereof by the
non-County recipients. Therefore, upon the County of Maricopa’s payment of the Contributions
to the non-County recipients as provided in Paragraph 2, the Nation shall release the County of
Maricopa from any and all claims, demands, debts, liabilities, or obligations that may arise in the
event that the non-County recipients fail for any reason to expend the Contributions in
accordance with Paragraph 2. The Nation further agrees that the County of Maricopa shall have
no obligation to reimburse the Nation the amount of the Contributions for any reason after the
County of Maricopa disburses the Contributions to the non-County recipients and that the Nation
shall look solely to the non-County recipients for repayment of the Contributions in the event the
Contributions are not used for the intended purposes. In accordance with [FLOW
THROUGH MUNICIPALITY]’s policies and procedures and upon satisfactory documentation,
as quickly as is feasible [FLOW THROUGH MUNICIPALITY] will distribute the funds to
[GRANTEE].
6. Money Unclaimed. In the event that [FLOW THROUGH MUNICIPALITY] is
unable to distribute the funding to [GRANTEE] on or before January 1, 2018, [FLOW
THROUGH MUNICIPALITY] shall immediately notify the Nation and the Nation will arrange

for the funding to be returned. Any interest earnings on the Contribution funding between the
time the Nation deposits the Contribution with [FLOW THROUGH MUNICIPALITY] and the
time [FLOW THROUGH MUNICIPALITY] disburses the Contribution to [GRANTEE] shall be
paid to [GRANTEE].
7. Consideration and Reliance. It is acknowledged that [FLOW THROUGH
MUNICIPALITY]’s promise to accept and disburse the funds received by [FLOW THROUGH
MUNICIPALITY] pursuant to this Grant is full and adequate consideration and shall render this
promise to provide funding irrevocable.
8. Fees. [FLOW THROUGH MUNICIPALITY] shall not charge [GRANTEE] and
shall waive any applicable administrative or other fees related to this Grant and shall not deduct
any funds from the amount designated for contribution to [GRANTEE].
9. Dispute Resolution. The parties mutually agree that any disputes arising
between either 1) the Nation or [FLOW THROUGH MUNICIPALITY] or 2) [GRANTEE] and
[FLOW THROUGH MUNICIPALITY] to this Grant shall be resolved through informal dispute
resolution. Nothing herein is intended to be or shall be construed as a waiver of sovereign
immunity by either party. In the event of a dispute between [GRANTEE] and [FLOW
THROUGH MUNICIPALITY], both [GRANTEE] and [FLOW THROUGH MUNICIPALITY]
must notify the Nation within five business days. All disputes that cannot be resolved through
informal dispute resolution shall be resolved in the Courts of the Nation, subject to the laws of
the Nation.
10. Reports: Unless otherwise extended by the Nation upon request of [GRANTEE],
no later than July 31, 2018, [GRANTEE] shall provide a report to the Nation explaining how and
when the funds provided under this Grant were used. This report may be in the form of an
affidavit signed by an officer of [GRANTEE] and may be accompanied by supporting
documentation. The report shall address: (i) changes in the scope of the project or purchase
funded under this grant, (ii) the total expenses under the project or purchase funded by the Grant,
(iii) a brief description of who has benefited from this Grant, and (iv) the Grantee’s next steps
with regard to the project or purchase made under this Grant. The Grantee will submit a final
report to the Nation within thirty (30) days of the end of this Agreement.
11. Notices. Any notice, consent or other communication required or permitted under
this Grant shall be in writing and shall be deemed received at the time it is personally delivered,
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, three (3) days after the notice is deposited
in the United States mail addressed as follows:
If to the Nation: Edward D. Manuel
Chairman
P.O. Box 837
Sells, Arizona 85634
Fax: 520-383-3379

and
Special Counsel
P.O. Box 837
Sells, Arizona 85634
Fax: 520-383-3379
If to [FLOW THROUGH MUNICIPALITY]:
:
(Name, Title)
(Address)
Phone:
Fax:
Email:
If to [GRANTEE]:
(Name, Title)
(Address)
Phone:
Fax:
Email:
Any time period stated in a notice shall be computed from the time the notice is deemed
received. Either party may change its mailing address or the person to receive notice by
notifying the other party as provided in this paragraph.
12. Term of Grant. The term of this Grant shall begin on the date of execution and
shall terminate on the one-year anniversary of this Grant.
13. Entire Grant, Waivers and Amendments. This Grant is executed in three (3)
duplicate originals, each of which is deemed to be an original. This Grant constitutes the entire
understanding and agreement of the parties. This Grant integrates all of the terms and conditions
mentioned herein or incident hereto, and supersedes all negotiations or previous agreements
between the parties with respect to all or any part of the subject matter hereof. All waivers of the
provisions of this Grant and all amendments hereto must be in writing and signed by the
appropriate authorities of each of the parties to this Grant.
14. No Waiver. Except as otherwise expressly provided in this Grant, any failure or
delay by any party in asserting any of its rights or remedies as to any default, shall not operate as
a waiver of any default, or of any such rights or remedies, or deprive any such party of its right to
institute and maintain any actions or proceedings which it may deem necessary to protect, assert
or enforce any such rights or remedies.

15. Severability. If any provision of this Grant shall be found invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions of this Grant shall
not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
16. Sovereign Immunity. Nothing in this Grant shall be deemed a waiver of any
party’s applicable sovereign immunity in any forum or jurisdiction.
17. Indemnification. To the extent permitted by law, each party (as “Indemnitor”)
shall indemnify, defend, and hold harmless the other parties (as “Indemnitees”), its governing
body, officers, departments, employees and agents from and against any and all suits, actions,
legal or administrative proceedings, claims, demands, liens, losses, fines or penalties, damages,
liability, interest, attorneys, consultants and accountant fees or costs and expenses of whatsoever
kind and nature (collectively referred to as “Claims”), but only to the extent that such Claims
which result in vicarious/derivative liability to the Indemnitee result from or arise out of the
negligence or willful misconduct of the Indemnitor’s employees or agents in performing the
duties set forth in this Agreement.
TOHONO O’ODHAM NATION [FLOW THROUGH MUNICIPALITY]:
_____________________________ _________________________________
Edward D. Manuel, Chairman Title
Tohono O’odham Nation
Date_________________________ Date _____________________________
[GRANTEE]
_____________________________
Title
Date_________________________
Approved as to form:
_______________________________
Laura Berglan, Acting Attorney General
Tohono O’odham Nation

EXHIBIT “A”
Program Contribution
Program Description $Amount
___________
TOTAL $Amount