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INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE SALT RIVER PIMA MARICOPA INDIAN COMMUNITY
AND
THE CITY OF CHANDLER
This Intergovernmental Agreement (“Agreement) is entered into by and between
the Salt River Pima-Maricopa Indian Community (“SRPMIC”), a Federally-Recognized
Indian Tribe, and the City of Chandler (“Chandler” or “City of Chandler”), an Arizona
municipal corporation, pursuant to Section 12 Payment of Regulatory Costs; Tribal
Contributions (“Section 12”) of the SRPMIC and State of Arizona Gaming Compact 2002
(“Compact”), as Amended and Restated in 2021, and Article VII, § 1(h) of the SRPMIC
Constitution and A.R.S. §5-601.02.
RECITALS
1. The SRPMIC and the City of Chandler may enter into an agreement with one another
for the distribution of a portion of 12% of the SRPMIC annual contribution
(“Contribution”) under Section 12 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.
2.
The SRPMIC is authorized by Article VII, Section 1(h) of the Constitution of
SRPMIC 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.
3.
The City of Chandler is authorized by A.R.S. § 11-951 through § 11-954, to enter into
agreements for the purpose of accepting distributions to cities for governmental
services that benefit the general public.
4.
The SRPMIC desires to convey to the City of Chandler a portion of its annual 12%
local revenue-sharing contribution (“Contribution”) required to be paid to local
governments.
NOW THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein, and the covenants and promises set forth below, the SRPMIC and the
City of Chandler hereby mutually agree as follows:
AGREEMENT
1.
Purpose. The purpose of this Agreement is to set forth the rights and
responsibilities of the parties with respect to the payment and distribution of the
Contribution(s), as hereinafter defined.
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2.
Contribution:
$ 50,000.00
to the Dignity Health Foundation for the East Valley Prescription
Medication Access for the Underserved program.
3.
Payment and Use of Funds.
a.
Use of Funds for Purposes Other Than to Fulfill Agreement and Funding
Agreement. The City of Chandler shall use the Contribution only for the
express purpose contained herein.
b.
Inspection and Audit. To ensure compliance with this Agreement, the
SRPMIC hereby reserves the right to inspect any and all records
maintained by the City of Chandler with respect to this transaction upon
seven (7) days prior, written notice to the City of Chandler. The City of
Chandler shall allow the SRPMIC reasonable access to the records
pertaining thereto. This section shall survive termination, cancellation, or
revocations, whether whole or in part, of this Agreement for a period of
one (1) year following the date of such termination, cancellation, or
revocation.
4.
Disbursement of Contribution.
a. Disbursing Contributions and Recordkeeping. The City of Chandler shall
have responsibility for disbursing the Contributions to the recipients in
amounts consistent with this Agreement. Within a reasonable time following
receipt of the Contributions from the SRPMIC, the City of Chandler shall
distribute the Contributions in accordance with applicable City of Chandler
policies and procedures governing the disbursement of funds. The City of
Chandler shall keep and maintain records relating to the disbursements and
this Agreement.
b. Responsibilities of the City of Chandler Following Disbursement of
Contributions. The parties agree that the City of Chandler is merely acting as
a conduit for distribution of funds to the recipients that are not departments,
agencies or offices of the City of Chandler (“non-City recipients”). Upon
distribution of the Contributions to the non-City recipients as specified in
Section 2 of this Agreement, the City of Chandler shall have no further
responsibility to the SRPMIC with respect to such funds or the use thereof by
the non-City recipients. Therefore, upon the City of Chandler’s payment of
the Contributions to the non-City recipients as provided in Section 2, the
SRPMIC shall release the City of Chandler from any and all claims, demands,
debts, liabilities, or obligations that may arise in the event that the non-City
recipients fail for any reason to expend the Contributions in accordance with
Section 2.
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The SRPMIC further agrees that the City of Chandler shall have no obligation
to reimburse the SRPMIC the amount of the Contributions for any reason after
the City of Chandler disburses the Contributions to the non-City recipients
and that the SRPMIC shall look solely to the non-City recipients for
repayment of the Contributions in the event the Contributions are not used for
the intended purposes.
5.
Notices. 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 SRPMIC:
Martin Harvier, President
Salt River Pima Maricopa Indian Community
10005 E. Osborn Road
Scottsdale, Arizona 85256
For the City of Chandler:
Grant Administrator
City of Chandler, Department of Management Services
P.O. Box 4008
Chandler, AZ 85244-4008
6.
Transactional Conflict of Interest. All parties hereto acknowledge that this
Agreement is subject to cancellation by the City of Chandler pursuant to the
provisions of Section 38-511, Arizona Revised Statutes.
7.
Term and Termination of Agreement.
a.
Effective Date. This Agreement shall be effective on the date it is signed
by the SRPMIC authorized representative.
b.
Term. This Agreement shall commence upon the Effective Date and shall
terminate when the Contribution has been received and fully disbursed by
the City of Chandler, as specified in Section 2 of this Agreement.
c.
Termination. The SRPMIC may terminate this Agreement with or without
cause at any time by providing the City of Chandler Five (5) days advance
notice in writing. In the event the SRPMIC terminates this Agreement
after the City of Chandler receives the Contribution but before the City of
Chandler has disbursed the Contribution to the recipients, the SRPMIC
shall include in the notice of termination specific instructions regarding
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disposition of the Contribution.
8.
Indemnification.
a.
Indemnification. Each party (as “Indemnitor”) shall indemnify, defend,
and hold harmless the other party (as “Indemnitee”), 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
resulting from or arising out of the negligence or willful misconduct of the
Indemnitor’s employees or agents in performing the duties set forth in this
Agreement.
b.
Severability. This section 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
paragraph shall remain in effect for each claim and/or lawsuit filed
thereafter, but in no event shall this paragraph 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.
b.
Amendment. This Agreement shall not be modified, amended, altered, or
changed except by written agreement signed by both parties.
c.
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.
d.
Relationship of the Parties. Neither party shall be deemed to be an
employee or agent of the other party to this Agreement.
e.
Days. Days shall mean calendar days.
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f.
Severability. In the event that any provisions 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.
Non-Waiver of Sovereign Immunity. Nothing in this Intergovernmental
Agreement shall be construed to waive the Sovereign Immunity of the SRPMIC.
IN WITNESS WHEREOF, the City of Chandler has caused this
Intergovernmental Agreement to be approved by the City of Chandler Council, executed
by its Mayor and attested to by its City Clerk, pursuant to the above stated powers and
authority, and the SRPMIC has caused this Intergovernmental Agreement to be executed
by the SRPMIC Council and attested to by its President.
This Agreement is effective upon signature of a duly appointed representative of
the Salt River Pima-Maricopa Indian Community.
IN WITNESS WHEREOF, the Parties have executed this Agreement.
SALT RIVER PIMA-MARICOPA
CITY OF CHANDLER, an Arizona
INDIAN COMMUNITY,
Municipal Corporation:
a Federally Recognized Indian Tribe:
By: __________________________
By: __________________________
Name: Martin Harvier
Name: Kevin Hartke_________
Its: President___________________
Its: Mayor___________________
Date:
Date:
ATTEST:
________________________
Dana DeLong
City Clerk
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APPROVAL OF SPRMIC ATTORNEY
The undersigned attorney acknowledges that s/he has reviewed the above
Agreement on behalf of the Salt River Pima-Maricopa Indian Community, 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 Salt River Pima-Maricopa
Indian Community, Article VII, §1(h). This acknowledgement shall not constitute nor be
construed as a waiver of the Sovereign Immunity of the Salt River Pima-Maricopa Indian
Community.
________________________________
______________________
General Counsel
Date
APPROVAL OF CITY ATTORNEY
In accordance with the requirements of A.R.S. § 11-952(D), the undersigned
attorney acknowledges that (i) s/he has reviewed the above Agreement on behalf of the
City of Chandler and (ii) as to the City of Chandler 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.
By: ________________________________
_______________________
City Attorney
Date