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Grant No: 25-05
Fiscal Agent/Grant Agreement
Among
Ak-Chin Indian Community
and
City of Chandler
and
Dignity Health
This Fiscal Agent/ Grant Agreement ("Agreement”) is entered into by and among
the Ak-Chin Indian Community (“Community”), a federally recognized Indian tribe having
its principal place of business at 42507 W. Peters and Nall Road, Maricopa, Arizona
85138, the City of Chandler (“Municipality"), a city incorporated under the laws of the
State of Arizona having its principal place of business at Chandler City Hall, 175 S.
Arizona Avenue, Chandler, Arizona 85225 and (and for the benefit of) the Dignity Health
Foundation – East Valley (“Grantee”), a non-profit organization having its office located
at 1727 W. Frye Road, Suite 230, Chandler, Arizona 85224.
RECITALS
WHEREAS, pursuant to Article IV, Section (b) of the Constitution of the Ak-Chin Indian
Community, the Community Council is authorized to “negotiate and enter into
contracts with federal, state, local and tribal governments, and with individuals,
associations, corporations, enterprises, or organizations”; and
WHEREAS, the Municipality is a city government that is eligible to receive distributions
of monies (i.e., the grant funding provided in Article IV below) pursuant to A.R.S.
5-601.02, which is willing to act as a fiscal agent for the Grantee and accept, on
behalf of the Grantee, grant funding offered to the Grantee; and
WHEREAS, the Grantee is a non-profit organization that, pursuant to its Articles of
Organization, can enter into agreements, such as this Agreement, and accept
grant funding thereunder; and
WHEREAS, pursuant to Section 12 of the Tribal/State Gaming Compact between the
Community and the State of Arizona (“Compact”), in exchange for substantial
exclusivity covenants by the State, the Community agreed to contribute a portion
of its annual gaming revenues for regulatory costs and other public benefits; and
WHEREAS, pursuant to Compact Section 12(d), instead of making a deposit to the State,
the Community may award up to 12% of its annual contribution (“12%
Contribution”) directly to cities, towns, or counties of the Community’s choosing,
for services that benefit the general public; and
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WHEREAS, non-profit organizations, which provide a service for the general public, may
also benefit from 12% Contribution funds provided that a city, town, or county will
(1) accept the funding on behalf of the non-profit organization’s behalf and (2)
provide that funding to the non-profit, thereby acting in the capacity as a fiscal
agent for the non-profit; and
WHEREAS, the Grantee is a non-profit organization and has made arrangements with
the Municipality whereby the Municipality has agreed to accept a grant on behalf
of the Grantee and act as a fiscal agent so that the Grantee may receive a 12%
Contribution; and
WHEREAS, the Grantee submitted an application (“Application”) to the Community for a
grant from the 12% Contribution ("Grant") which, among other things, included
assurances that the Municipality would work with the Grantee for the purpose of
obtaining the Grant funding; and
WHEREAS, the Community desires to award a 12% Contribution Grant to the Grantee
for the exclusive purpose of supporting select expenditures and tasks of the project
proposed in the Application (“Project”), which the Grantee wishes to accept.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the Community hereby agrees to make, and the Grantee agrees to accept,
with the Municipality acting as the fiscal agent, the Grant, subject to the following
terms and conditions:
ARTICLE I - GENERAL PROVISIONS
1.1
Contents of Agreement. The agreement between the parties will consist of this
Agreement and the Grantee’s Application (“Application,” as defined further in Section 1.2),
which (a) was signed by the Grantee on April 14, 2025 (and approved by the Municipality
on April 25, 2025), and (b) seeks funding for the Project (“Project” is defined below in
Section 1.2), that the Grantee submitted to the Community for consideration in awarding
this Grant and which is attached hereto and incorporated herein by this reference as
Attachment “A.”
1.2
General Definitions. Unless otherwise provided herein, when used in this
Agreement:
(a)
"Application" means the application submitted by the Grantee, which is
attached hereto and incorporated herein as Attachment “A” and which
includes the following: (1) the Ak-Chin Indian Community Grant Cover
Sheet, (2) the narrative submitted by the Grantee, (3) the resolution
(Resolution No. 5908 dated June 12, 2025) showing that the Municipality
has agreed to accept funding on behalf of the Grantee, (4) any and all
attachments to the Application (including, but not limited to, proof of tax-
exempt status), and (5) any and all other documents submitted to the
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Community by the Grantee or the Municipality related to the Grantee’s
Application and submitted in consideration for receiving a Grant.
(b)
“Fiscal agent” means the Municipality, under an agency relationship, which
has agreed, and is authorized by the Grantee, to conduct only the following
transactions: (1) accepting the Community's 12% Contribution Grant
funding on behalf of Grantee and (2) promptly disbursing the Community's
12% Contribution Grant funding to Grantee. Municipality shall make every
effort to disburse the funding to the Grantee within thirty (30) days from the
date on which the Municipality receives the Grant funding from the
Community.
(c)
"Grant" means funding awarded by the Community as a part of the
Community’s 12% Contribution.
(d)
"Project" means the “Point of Care Ultrasound Equipment Purchase
described by the Grantee in its Application.
ARTICLE II - TERM
2.1
The term of this Agreement (“Term”) will commence upon the effective date
(“Effective Date”) which shall be the later of either 1) the date this Agreement is fully
executed by all parties or 2) January 1, 2026.
2.2
Unless otherwise terminated in accordance with the Article IX below or extended
upon the approval of the Community, which such approval may be given in the form of a
Community resolution, without requiring further written amendment of this Agreement, the
Term of this Agreement will expire on occurrence of the first of either: (a) one (1) calendar
year from the Effective Date; or (b) the date upon which (i) the Project proposed in the
Application (which is more fully described in Article III of this Agreement) is completed
and (ii) the Community receives the Grantee’s final report, as described more fully in
Article X below.
ARTICLE III - SCOPE
The Grantee has overall responsibility for managing the grant funding provided by
the Community for the benefit of the Project in accordance with the terms and conditions
set forth in this Agreement including all attachments hereto. Further, the Grantee has
overall responsibility for the timely completion of the Project proposed in the Application
in accordance with the terms and conditions set forth in this Agreement. The Grantee
agrees and shall use the Grant exclusively for the Project as detailed in the Application
unless otherwise approved by the Community, which such approval may be given in the
form of a Community resolution, without requiring further written amendment of this
Agreement. Beyond acting as a fiscal agent and accepting Grant funding on behalf of the
Grantee, the Municipality assumes no responsibility for participating in the Project,
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supporting the Grantee, or ensuring that the Grantee fulfills all obligations under this
Agreement.
ARTICLE IV - AMOUNT AND AUTHORIZED USES OF GRANT FUNDS
4.1
In consideration of the various obligations undertaken by the Grantee pursuant to
this Agreement, as represented by the Grantee in the Application proposing the Project,
the Community agrees, subject to the terms and conditions set forth herein, to provide
the Grantee with a Grant in the minimum amount of NINETY-ONE THOUSAND SEVEN
HUNDRED THIRTEEN DOLLARS AND EIGHTY-ONE CENTS ($91,713.81), or any other
greater amount awarded by the Community Council by resolution without requiring further
amendment to this Agreement, which is one-time funding, the funding for which shall be
accepted by the Municipality on behalf of the Grantee.
4.2
The Grantee will use the Grant exclusively for the Project represented in the
Application EXCEPT salaries and wages, but which may include costs attributable to and
arising from providing those services and activities that are part of the Project. The
Grantee bears the responsibility for monitoring and ensuring that the funding is used for
only those purposes, services, and activities included in Attachment A.
4.3
The Grant made under this Agreement has been awarded in reliance upon the
Grantee’s proposal in the Application, including certain representations made by the
Grantee regarding the Grantee’s arrangement with the Municipality to act as Grantee’s
fiscal agent regarding Grant fund acceptance. Any material change in the term or scope
of the Project must first be approved by the Municipality in writing prior to submitting such
request to the Community; then, such a request must be presented to the Community for
written approval of the Community, which may be given in the form of a Community
Resolution without requiring further written amendment of this Agreement.
4.4
The Grantee must notify the Community if the relationship between the Grantee
and the Municipality changes in such a manner that the Municipality is no longer willing
to collaborate with the Grantee and act as a fiscal agent for the Grantee.
4.5
The Community reserves the right to terminate this Agreement, pursuant to Article
IX, if either the Grantee or the Municipality fails to fulfill its respective obligations under
this Agreement or if the Project changes in a material way.
4.6
Title to any property, both real and personal, purchased with this Grant shall be
taken in the name of the Grantee; provided that, if the Grantee fails to fulfill its obligations
under this Agreement during the Term of the Agreement, the property shall be returned
to the Community for contribution to another eligible recipient. The Municipality may
choose to act, but is not required to so act, as a purchasing agent for the Grantee;
provided that any property purchased with Grant funding shall become the property of the
Grantee, subject to the limitations provided in this Article IV, Section 4.6. At the
conclusion of the Term, the Community will not retain any rights or interests in any
property purchased with this Grant.
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4.7
Unless otherwise stipulated in writing, this Grant is made with the understanding
that the Community has no obligation to provide the Grantee with any other funding or
support except the amount granted in Article IV, Section 4.1 herein.
ARTICLE V - DISBURSEMENT OF GRANT
5.1
Upon the Community’s receipt of a fully executed copy of this Agreement and a
copy of the Municipality’s W-9, the Community will arrange to issue to the Municipality
Grant funding in the amount set forth in Article IV, Section 4.1. Unless otherwise
requested by the Municipality, the Grant funding will be sent via FedEx or other express
mail service to the Municipality at the address provided in Article XII, Section 12.2, below.
5.2
Upon receipt of the Grant funding, the Municipality will follow its own internal
administration and processing policies to accept and subsequently provide the funding to
the Grantee; provided that such administration and processing period shall not take more
than three (3) months from the date on which the Municipality receives funding from the
Community. The Municipality may not charge the Grantee or the Community any
administration, management, or other fee for acting as the fiscal agent.
ARTICLE VI – MUNICIPALITY’S REPRESENTATIONS, WARRANTIES, AND
SPECIFIC OBLIGATIONS
6.1
By executing this Agreement, the Municipality represents and warrants that:
(a)
All resolutions or other formalities necessary to authorize the execution and
delivery of this Agreement by the person executing this Agreement on behalf of
the Municipality have been fully adopted, passed, or enacted by the Municipality’s
governing body.
(b)
This Agreement is valid and legally binding upon the Municipality and has
been executed and delivered by the Municipality in such manner and form as to
comply with all laws, regulations, and policies applicable to the Municipality.
(c)
The Municipality will not assess any fee, tax, or other charge upon either
the Grantee or the Community in relation to this Agreement or any administrative
or management obligation arising hereunder.
(d)
Upon receipt of the Grant from the Community, the Municipality will act as
promptly as possible to provide the Grant funding to the Grantee; provided that,
the Municipality shall provide the Grant funding to the Grantee within three (3)
months of receiving the funding from the Community.
6.2
The Municipality acknowledges that nothing contained in this Agreement, nor any
act of the Community, the Municipality, or the Grantee, will be deemed or construed to
create any principal and agency, partnership, joint venture, or other similar association or
relationship among the Community and the Municipality or the Grantee.
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ARTICLE VII – GRANTEE’S REPRESENTATIONS, WARRANTIES, AND SPECIFIC
OBLIGATIONS
7.1
By executing this Agreement, the Grantee represents and warrants that:
(a)
The Grantee is duly organized and validly existing under Arizona law, is
exempt from federal income taxes under Section 501(c) (3) of the Internal
Revenue Code (or some other applicable provision) and has all requisite power
and authority to enter into this Grant Agreement and accept this Grant funding.
(b)
This Agreement is valid and legally binding upon the Grantee and has been
executed and delivered by the Grantee in such a manner and form as to comply
with all applicable bylaws or organizational documents of the Grantee.
(c)
There is no action, proceeding, or investigation now pending, nor any basis
therefore, known or believed to exist by the Grantee, which: (i) questions the legal
status of the Grantee or its authority, including the Grantee’s or its officers’ ability
to enter into and validly execute this Agreement; or (ii) is likely to result in any
material adverse change in the authorities, properties, assets, liabilities, or
conditions (financial or otherwise) of the Grantee which would materially and
substantially impair the Grantee’s ability to manage funding or to perform any of
the obligations imposed upon the Grantee by this Agreement.
(d)
The representations, statements, and other matters contained in this
Agreement and Attachment A are true and complete and are not misleading in any
material respect. The Grantee is aware of no change that would require any
modification to the approved Application as of the date of execution of this
Agreement.
(e)
The Grantee will comply with all applicable federal, state, and local laws in
carrying out its obligations under this Agreement.
7.2
The Grantee acknowledges that nothing contained in this Agreement, nor any act
of the Community, the Municipality, or the Grantee, will be deemed or construed to create
any principal and agency, partnership, or joint venture, or other similar association or
relationship between the Community and the Grantee.
ARTICLE VIII - DEFAULTS AND REMEDIES
8.1
The Grantee will be considered in default if the Grantee either: (a) uses Grant
funds for any purpose other than activities related to the Project, or (b) fails to perform its
obligations agreed to in this Agreement.
8.2
If the Community has reason to believe that the Grantee has defaulted on any
obligations under this Agreement, the Community will issue a Notice of Default (“Default
Notice”) to the Grantee with a copy to the Municipality. No later than thirty (30) calendar
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days after the Grantee’s receipt of the Default Notice, the Grantee, shall deliver all reports,
records, and accountings sufficiently necessary to provide the Community with the current
status of the Project, including but not limited to information documenting the Grantee’s
use of the grant funding.
8.3
Upon the occurrence of any default, the Community may take appropriate action
to recapture the Grant funding. For purposes of this Section, " appropriate action" means
any remedial action legally available, including, without limitation, (a) terminating the
Agreement, (b) suits for declaratory judgment, specific performance, or temporary or
permanent injunctions, and (c) and any other available remedy.
8.4
The Community may terminate this Agreement if the Community determines that
the Grantee has defaulted on any of its obligations under this Agreement. Prior to
terminating the Agreement, the Community will provide written Default Notice to the
Grantee and the Grantee has thirty (30) calendar days to either: (a) commence
performing as required under the Agreement, which must be proven through
documentation showing progress; or (b) provide the Community with reports and other
evidence refuting the allegation of default. If the Grantee does not provide evidence of
progress to the Community’s satisfaction, the Community may terminate this Agreement.
If this Agreement is terminated by the Community, the Grantee shall return to the
Community all Grant funding and/or any property purchased with the Grant funding.
8.5
The Municipality will be deemed in default if the Municipality has not provided the
Grant funding to the Grantee within three (3) months after accepting Grant funding from
the Community.
8.6
A court of competent jurisdiction shall have jurisdiction over disputes arising under
this Agreement.
ARTICLE IX - TERMINATION OF AGREEMENT
9.1
The Grantee may terminate this Agreement at any time during the Term by
providing thirty (30) calendar days’ written notice to the Community and the Municipality
and returning ALL Grant funding to the Community.
9.2
The Municipality may terminate this Agreement before accepting any Grant
funding from the Community. After the Municipality has accepted funding from the
Community, the Municipality may only terminate this Agreement if the Municipality has
not yet provided the Grant funding to the Grantee. The Municipality must immediately
provide written notice of any decision to terminate this Agreement to the Community and
the Grantee and must return ALL Grant funding received to the Community with the notice
of termination.
9.3
The Community may terminate this Agreement if the Community determines that
either Grantee or the Municipality has defaulted on its respective obligations agreed upon
herein, as explained in Article VIII.
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9.4
The Community’s rights and remedies will survive termination of the Agreement.
ARTICLE X - CERTIFICATIONS BY GRANTEE
In signing this Agreement, the Grantee certifies that:
(a)
All of the representations and warranties of the Grantee as set forth in this
Agreement and the Application are valid and true; and
(b)
The Grant funds awarded will be used for costs actually incurred or to be
incurred in fulfillment of the obligations agreed to in this Agreement; and
(c)
The payment requested does not duplicate a payment or reimbursement of
costs and services received from any other source.
ARTICLE XI - REPORTS
11.1 During the term of this Agreement, the Grantee must submit progress reports that
summarize the expenditures made and provide updates on the general status of the
Project no later than thirty (30) calendar days after:
(a)
The first six (6) months of the Term; and
(b)
Completion of the Project or the end of the Agreement Term, whichever
occurs first. If a Grant was awarded to make a purchase, the date of
delivery of all items shall be deemed completion of the Project.
11.2 Upon request by the Community, the Grantee shall provide promptly such
additional information, reports, and documents as the Community may request.
ARTICLE XII - MISCELLANEOUS
12.1 All amendments, notices, requests, and disclosures of any kind made pursuant to
this Agreement shall be in writing unless otherwise provided for in this Agreement.
12.2 Any communication will be deemed effective as of the date such communication
is received by the addressee, return receipt requested, delivered to the following primary
address listed for each party:
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12.3 This Agreement, including any right, benefit, or obligation arising hereunder, may
not be transferred or assigned without the prior written approval of the Community. Notice
of any assignment approved by the Community must be provided to all other parties by
the party requesting the assignment.
12.4 No delay or omission of the Community in exercising any right or remedy available
under this Agreement will impair any such right or remedy, or constitute a waiver of any
default, or an acquiescence thereto.
12.5 The invalidity of any provision of this Agreement will not affect the validity of the
remaining provisions hereof.
12.6 This Agreement, and any attachments or incorporated documents, constitutes the
entire agreement between the Community, the Municipality, and the Grantee, and
supersedes all prior oral and written agreements between the parties hereto with respect
to this Grant. Notwithstanding the provisions of Article I, Section 1.1 of this Agreement,
in the event of any inconsistency between the provisions of this Agreement and anything
contained in Attachment A, the provisions of this Agreement will prevail.
If to the Community:
PRIMARY ADDRESS
CC:
Ak-Chin Indian Community
ATTN: Council Executive Secretary
42507 W. Peters and Nall Rd.
Maricopa, Arizona 85138
Strickland & Strickland, P.C.
ATTN: Ak-Chin Indian Community General Counsel
4400 E. Broadway, Suite 700
Tucson, Arizona 85711
If to the Grantee:
PRIMARY ADDRESS
Dignity Health Foundation – East Valley
ATTN: Laurel Vetsch
1727 W. Frye Road, Suite 230
Chandler, Arizona 85224
If to the Municipality:
PRIMARY ADDRESS
City of Chandler
ATTN: Dawn Lang, Deputy City Manager/CFO
175 S. Arizona Ave., 5TH FLOOR
Chandler, Arizona 85225
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12.7 This Agreement may be executed in any number of counterparts. All such
counterparts will be deemed to be originals and together will constitute but one and the
same instrument.
12.8 Upon the Community’s prior written approval, the Grantee is permitted to issue
press releases and host other publicity events highlighting the Grant from the Community.
12.9 The Community reserves and has the exclusive right to waive any requirement or
provision under this Agreement; provided that, no act, by or on behalf of the Community,
will be deemed or construed to be a waiver of any such requirement or provision, unless
the same be in writing expressly stated to constitute such waiver.
12.10 Notwithstanding any other provision herein to the contrary, nothing in this
Agreement shall be deemed a waiver of any party’s applicable sovereign immunity. The
Community and the Municipality shall have no liability for any of the Grantee’s actions
under or pursuant to this Agreement. The Grantee agrees to be responsible for liabilities
arising from all claims, damages, or suits arising from the negligence or willful misconduct
of its officers, agents, and employees.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective, duly authorized representatives, as of the day and year
written below.
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COMMUNITY:
MUNICIPALITY:
AK-CHIN INDIAN COMMUNITY
CITY OF CHANDLER
______________________ ___/___/___
______________________ ___/___/___
Gabriel L. Lopez
(Date)
Dawn Lang
(Date)
Chairman
Deputy City Manager
ATTEST:
______________________ ___/___/___
Dana DeLong
(Date)
City Clerk
APPROVED AS TO FORM:
______________________ ___/___/___
Kelly Schwab
(Date)
City Attorney
GRANTEE:
DIGNITY HEALTH FOUNDATION
- EAST VALLEY
______________________ ___/___/___
Kevin Hartke
(Date)
President, Dignity Health Foundation - East Valley
ATTEST:
______________________ ___/___/___
Laurel Vetsch
(Date)
Director, Dignity Health Foundation – East Valley