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Intergovernmental Agreement Between Maricopa County and The Fort McDowell Yavapai Nation To Provide Funds for Government Services that Benefit the General Public In Maricopa County And Surrounding Communities Pursuant To A Tribal Revenue Sharing Agreement Authorized By Section 12 Payment of Regulatory Costs; Tribal Contributions Fort McDowell Yavapai Nation and State of Arizona Gaming Compact 2002, And ARS. § 5-601.02 Fort McDowell, Arizona Intergovernmental Agreement Between Maricopa County and The Fort McDowell Yavapai Nation to Provide Funds for Government Services that Benefit the General Public Agency in Maricopa County and Surrounding Communities This Intergovernmental Agreement (this “Agreement”) is entered into by and between Maricopa County, a political subdivision of the State of Arizona (the “County”), and the Fort McDowell Yavapai Nation (the “Nation”), a Federally-Recognized Indian Tribe, pursuant to Section 12 Payment of Regulatory Costs; Tribal Contributions (“Section 12”) of the Fort McDowell Yavapai Nation and State of Arizona Gaming Compact 2002 (the “Compact”) and A.R.S. § 5-601.02. Recitals A. The County and Nation may enter into an agreement with one another for the distribution of 12% of the Nation’s annual contribution under Section 12(b)(1) of the Compact to cities, towns, or counties that benefit the general public or promote commerce and economic development and pursuant to A.R.S. § 5- 601.02. B. The Nation is authorized by Section 13(A)(15) of Article V, Legislative Branch, of the Constitution of the Fort McDowell Yavapai Nation to consult, negotiate, contract and conclude and perform agreements with Federal, state, local governments and Indian tribes, as well as any person, association, partnership, corporation, government or other private entity. C. The County is authorized by A.R.S. §§ 5-601.02 and 11-952 to enter into agreements with Indian Tribes for the purpose of accepting distributions to cities, towns, or counties for governmental services that benefit the general public, including public safety, mitigation of impacts of gaming, or promotion of commerce and economic development. D. The County and Nation desire to enter into this Agreement to provide funds for the purpose of promoting public programs in the State of Arizona and specifically Maricopa County and surrounding communities, as designated by the Nation, hereinafter referred to as the “Designated Entities”, as more particularly described in Exhibit A attached hereto and incorporated herein by reference. E. The County and Nation desire to enter into this Agreement to define the terms and conditions of the Nations’ funding of the Designated Entities. F. The amount of $98,626.60 is hereby made available for the Designated Entities from revenue generated by the Nation’s Gaming Enterprise also known as the We-Ko-Pa Casino Resort. G. The Nation intends to provide $98,626.60 (the “Funds”), which represents a portion of its contribution pursuant to a Tribal Revenue Sharing Agreement authorized by Section 12 of the Compact and ARS. § 5-601.02. Agreement NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and the covenants and promises set forth below, the Nation and the County hereby mutually agree as follows: 1. Designated Entities. The Designated Entities are the County and/or non-profit entities within Maricopa County which operate for the public benefit in Maricopa County and surrounding areas, as identified in the attached Exhibit A. N Disbursement of Funds. After receipt of the Funds from the Nation, the County shall send a payment to such Designated Entities in the amount specified in Exhibit A as expeditiously as possible. 3. Consideration and Reliance. The Nation expressly acknowledges that the County’s promise to accept and disburse to the Designated Entities all Funds received by the County pursuant to this Agreement is full and adequate consideration and shall render this promise to provide funding irrevocable, and this Agreement shall constitute a binding obligation of the Nation under applicable law. 4. Limited Duties of the County. The Nation further expressly agrees that, except as specifically set forth in this Agreement, the County has no duties under or related to this Agreement other than to receive the Funds and deliver same to the Designated Entities as set forth in Exhibit A; selection of Designated Entities and determination as to the amount of funding are solely at the discretion of the Nation. The Parties agree that there are no third-party beneficiaries to this Agreement. 5. Financing; Verification of Payment. A. Nation Deposit. The Nation shall deposit with the County the amount of $98,626.60 within thirty (30) days of the Effective Date of this Agreement to be disbursed according the Designated Project amounts in Exhibit A. B. Verification of Payment. At the request of the Nation, the County shall provide a verification of payment to the Designated Entities. The County’s responsibility is limited to disbursement to each of the Designated Entities and the County has no further duty with regard to third party, provided that the disbursement is complete. 6. Inspection and Audit. To ensure compliance with the County’s limited duties herein, the Nation may inspect any and all records maintained by the County with respect to the Project upon seven (7) days prior, written notice to the County. This Section 6 shall survive termination, cancellation, or revocation, whether whole or in part, of this Agreement for a period of one (1) year following the date of such termination, cancellation, or revocation. 7. Term and Termination of Agreement. A. Effective Date. This Agreement shall be effective on the date it is signed by the Nation’s authorized representative. B. Term. This Agreement shall commence upon the Effective Date and shall terminate when the Funds have been received by the County and disbursed to the Designated Entities. C. Termination. The Nation may terminate this Agreement with or without cause at any time prior to providing payment to the County, provided that such notice shall be in writing and delivered to the parties’ designated representatives, as set forth in the Notice section. Dz. Cancellation. Each party acknowledges that the County has the statutory right for three (3) years to cancel this Agreement if, while this Agreement or any extension is in effect, any person significantly involved in negotiating, drafting, or securing this Agreement on behalf of any party is (i) an employee or agent of the other party in any capacity, or (ii) a consultant to the other party with respect to the subject matter of this Agreement, as provided pursuant to AR.S. § 38-51 1. 8. Indemnification. A. Indemnification. Each party shall indemnify, defend, and hold harmless the other party, 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, attorney’s, consultant’s, and account’s fees or costs and expenses of whatsoever kind and nature, resulting from or arising out of the negligence or willful misconduct of the indemnifying party, its employees, or agents in performing the duties set forth in this Agreement. No Liability for Other Party’s Debts and Obligations. Neither party shall be liable for any debts, accounts, obligations, nor other liabilities whatsoever of the other, including and without limitation the other party’s obligation to withhold employment and income taxes for itself or any of its employees. Severability. This Section 8 shall survive termination, cancellation, or revocation, whether whole or in part, of this Agreement for a period of one (1) year from the date of such termination, cancellation, or revocation unless a timely claim is filed under A.R-S. § 12-821.01, in which case this Section 8 shall remain in effect for each claim and/or lawsuit filed thereafter, but in no event shall this Section 8 survive more than five (5) years from the date of termination, cancellation, or revocation of this Agreement. 9. Interpretation of Agreement. A. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein, and all prior or contemporaneous agreements and understandings, oral or written, are hereby superseded and merged herein. Amendment. This Agreement shall not be modified, amended, altered, or changed except by written agreement signed by both parties. Construction and Interpretation. All provisions of this Agreement shall be construed to be consistent with the intention of the parties as expressed in the recitals contained herein. _ Relationship of the Parties. Neither party shall be deemed to be an employee or agent of the other party to this Agreement. Days. Days shall mean calendar days. Severability. In the event that any provision of this Agreement or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application which can be given effect without the invalid or void provision or application, and to this extent the provisions of the Agreement are severable. In the event that any provision of this Agreement is declared invalid or void, the parties agree to meet promptly upon request of the other party in an attempt to reach an agreement on a substitute provision. 10. Waiver. Waiver or delay in enforcement by either party of any breach of a term, covenant, or condition 11. 12. 13. contained herein shall not be deemed a waiver of any other term, covenant, or condition, or any subsequent breach of the same or any other term, covenant, or condition contained herein. Notification. Any notice, communication, or modification shall be given in writing and shall be given by registered or certified mail or in person to the following individuals. The date of receipt of such notices shall be the date the notice shall be deemed to have been given. For the Fort McDowell Yavapai Nation: Bernadine Burnette, President Diandra Benally, General Counsel Fort McDowell Yavapai Nation Fort McDowell Yavapai Nation P.O. Box 17779 P.O. Box 17779 Fountain Hills, AZ 85269 Fountain Hills, AZ 85269 For Maricopa County: Allister Adel, County Attorney 301 W. Jefferson St. Phoenix, AZ 85003 Assignment and Delegation. Neither party shall assign nor delegate any of its rights, interest, obligations, covenants, or performance under this Agreement. Any termination shall not relieve either party from liabilities or costs already incurred under this Agreement. Non-Waiver of Sovereign Immunity. Nothing in this Agreement, Exhibit A or the Funding Agreements shall be construed to waive the Sovereign Immunity of the Nation. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, Maricopa County has caused this Intergovernmental Agreement to be executed by the Chairman of the Board of Supervisors, upon resolution of the Board of Supervisors and attested by the Clerk of the Board, and the Fort McDowell Yavapai Nation has caused this Intergovernmental Agreement to be executed by the Nation’s Tribal Council and attested to by its Clerk. This Agreement is effective upon signature of a duly appointed representative of the Fort McDowell Yavapai Nation. Wil iy FORT MCDOWELL YAVAPAI NATION Verlene Enos,” Secretary ermadine Burnette Fort McDowell Yavapai Nation President, Tribal Council Fort McDowell Yavapai Nation if 38 (20 B Date ; Date ATTEST: MARICOPA COUNTY, a political subdivision of the State of Arizona Fran McCarroll Clint Hickman Clerk of the Board Chairman of the Board of Supervisors Date Date The undersigned attorney acknowledges that she has reviewed the above Agreement on behalf of the FORT MCDOWELL YAVAPAI NATION, and has determined that this Agreement is in proper form and that execution hereof is within the powers and authority granted under the Constitution of the Fort McDowell Yavapai Nation, Section 13(A)(15), Article V Legislative Branch, as adopted October 19, 1999 and approved by the U.S. Deputy Commissioner of Indian Affairs November 12, 1999. This acknowledgement shall not constitute nor be construed as a waiver of the Sovereign Immunity of the Fort McDowell Yavapai Nation. Gs AS enbA R.13.20 Diandra Benally, General Counsé Date Fort McDowell Yavapai Nation In accordance with the requirements of A.R.S. § 11-952(D), the undersigned attorney acknowledges that (i) he has reviewed the above Agreement on behalf of MARICOPA COUNTY and (ii) as to MARICOPA COUNTY only, has determined that this Agreement is in proper form and that execution hereof is within the powers and authority granted under the laws of the State of Arizona. Allister Adel, County Attorney Date Maricopa County EXHIBIT A DESIGNATED ENTITY Entity(s) Purpose Award Contact Amanda Hope Healthcare $5,000.00 Lorraine Tallman Rainbow Angels Ryan House Healthcare $7,000.00 Tracy Leonard-Warner Blender Bike Project Healthcare $7,000.00 Amanda Mitchell First Place AZ Education $20,000.00 Denise D. Resnik Phoenix Children’s Hospital Foundation Healthcare $8,626.60 Angela Gordillo Florence Crittenton Healthcare $7,000.00 Barbara Ralston Services of Arizona, Inc. Leukemia & Lymphoma Healthcare $15,000.00 Naomi Martinez Society Maggie’s Place Public Safety $7,000.00 Laura Magruder Maricopa County Education $5,000.00 Sharon Weltz Community Colleges District Foundation Raising Special Kids Healthcare $7,000.00 Christopher Tiffany Town of Carefree Public Safety $10,000.00 Captain Ryan Travis Fire Department TOTAL $98,626.60