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HomeMy WebLinkAbout2018.09.11.TCSM.Amendedi-7 o �I L�� NOTICE OF MEETING x SPECIAL MEETING �Wr �. ., - ___. oR� FOUNTAIN HILLS TOWN COUNCIL 45at Is '"'t. Mayor Linda M. Kavanagh Vice Mayor Dennis Brown Councilmember Nick DePorter Councilmember Henry Leger Councilmember Alan Magazine Councilmember Art Tolis Councilmember - Vacant TIME: 5:00 P.M. — SPECIAL MEETING WHEN: TUESDAY, SEPTEMBER 11, 2018 WHERE: COUNCIL CHAMBERS —FOUNTAIN HILLS TOWN HALL 16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ 1. CALL TO ORDER AND ROLL CALL — Mayor Linda M. Kavanagh 2. CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, non -controversial matters and will be enacted by one motion and one roll call vote of the Council. All motions and subsequent approvals of consent items will include all recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items unless a councilmember or member of the public so requests. If a councilmember or member of the public wishes to discuss an item on the Consent Agenda, he/she may request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from the Consent Agenda and considered in its normal sequence on the agenda. A. CONSIDERATION OF Resolution No. 2018-52, declaring and adopting the results of the Primary Election held on August 28, 2018. B. CONSIDERATION OF approving a Special Event Liquor License Application for Fountain Events, Inc. (Christine Colley) for the Oktoberfest Event being held in Fountain Park, from 5:00 PM to 10:00 PM, Friday, September 28, 2018, through Saturday, September 29, 2018. 3. REGULAR AGENDA A. CONSIDERATION OF Resolution No. 2018-54, approving Intergovernmental Agreements with the Fort McDowell Yavapai Nation relating to Proposition 202 funding. 4. ADJOURNMENT. DATED this ay of rke, MMC, Tofvn- Clerk 018. The To* oj�Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816- 5100 (voice) or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in the meeting or to obtain agenda information in large print format. Supporting documentation and staff reports furnished the Council with this agenda are available for review in the Clerk's Office. Q / 141 I� ,�yo� Meeting Date: 9/11/2018 Agenda Type: Consent TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Special Meeting Submitting Department: Administration Staff Contact Information: Elizabeth A. Burke, Town Clerk, eburke@fh.az.gov_, 480.816.5115 REQUEST TO COUNCIL (Agenda Language): CONSIDERATION OF Resolution No. 2018-52, declaring and adopting the results of the Primary Election held on August 28, 2018 Applicant: Applicant Contact Information: Owner: Owner Contact Information: Property Location: Related Ordinance, Policy or Guiding Principle: Staff Summary (background): This resolution is presented to memorialize the results of the Primary Election held August 28, 2018, at which a Mayor and three councilmembers were selected. Based on the final results of the election, the new Mayor of Fountain Hills will be Ginny Dickey and top three vote getters for Council were Mike Scharnow, David Spelich and Alan Magazine. As shown in more detail in the resolution, each of these candidates received a majority vote and; therefore, a General Election will not be required. The Mayor and Councilmembers will be seated at the first regular meeting in December (December 4, 2018). Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs; budget status): Budget Reference (page number): Funding Source: NA If Multiple Funds utilized, list here: Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): Staff Recommendation(s): Adopt Resolution No. 2018-52 to memorialize the results of the Primary Election held August 28, 2018. List Attachment(s): Resolution No. 2018-52 SUGGESTED MOTION (for council use): MOVE to adopt Resolution No. 2018-52, declaring and adopting the results of the Primary Election held August 28, 2018. Prepared by: Liz Burke, Town Clerk 9/4/2018 Director's Approval: Page 1 of 2 Approved: Grady E. Miller, T07 ager Date Page 2 of 2 RESOLUTION NO. 2018-52 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, DECLARING AND ADOPTING THE RESULTS OF THE PRIMARY ELECTION HELD ON AUGUST 28, 2018 RECITALS: WHEREAS, the Town of Fountain Hills (the "Town) held a primary election on the consolidated election ballot of August 28, 2018, (the "Primary Election"), for the nomination/election of the Mayor and three Councilmembers; and WHEREAS, the Primary Election returns have been presented to and have been canvassed by the Mayor and Council of the Town of Fountain Hills. ENACTMENTS: NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. That the recitals above are hereby incorporated as if fully set forth herein. SECTION 2. That the total number of registered voters was 16,775; that the total number of ballots cast at the Primary Election was 8,561; and that the total rate of return was 51.03%. SECTION 3. That the number of ballots cast and the names for the persons voted for, including the number of votes received in each precinct by each candidate for Mayor and each candidate for Councilmember were as set forth in Exhibit A, attached hereto and incorporated herein by reference. The number of provisional ballots in each precinct was as set forth in Exhibit B, attached hereto and incorporated herein by reference. The number of ballots rejected in each precinct was as set forth in Exhibit C, attached hereto and incorporated herein by reference. SECTION 4. It is hereby found, determined and declared of record, that the following candidates for Mayor and Councilmember did received the greatest number of votes of the electors of the Town at the Primary Election, and the Town Clerk is hereby directed to issue certificates of election: MAYOR Ginny Dickey COUNCILMEMBER Alan Magazine COUNCILMEMBER Mike Schamow COUNCILMEMBER David Spelich SECTION 5. It is further found, determined and declared that each of the above candidates did receive a majority of votes cast; and therefore, a General Election is not required to be held. SECTION 6. This Resolution shall be in full force and effect immediately upon its adoption. PHOENIX 77018-1 492207A RESOLUTION NO. 2018-52 PAGE 2 SECTION 7. The Mayor, Town Manager, Town Clerk and Town Attorney are hereby authorized and directed to take all steps necessary to carry out the purpose and intent of this Resolution. PASSED AND ADOPTED BY the Mayor and Council of the Town of Fountain Hills, Arizona, this 11th day of September, 2018. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor REVIEWED BY: Grady E. Miller, Town Manager PHOENIX 77018-14922070 Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Mitesh V. Patel, Interim Town Attorney Dickinson Wright PLLC RESOLUTION NO. 2018-52 EXHIBIT A Final Official Results Primary Election field August 28, 2018 PHOENIX 77018-1 492207v1 PAGE 3 MRC_20180828_E August 28, 2018 Summary Report MARICOPA COUNTY FINAL OFFICIAL RESULTS Fountain Hills -Mayor (5) 5/510000% Under Vales- 387 Over Vales- 3 Over Votes. IS DICKEY, GINNY 4,301 52.64% YATES, CECIL 3,818 4673% Write -In Candidate 52 0.645 Total ... 8,171100.00% Fountain Hills -Council (vote 3) (5) 515 100.00% Under Votes 5016 Over Votes. IS BULOW VON DENNEWITZ. MARCUS 2,868 13.89'/a FRIEDEL, GERRY 2,875 13.92°a GRZYBOWSKI, SHARRON "BLUE" 3,126 15.14% MAGAZINE, ALAN 3,711 17.97% SCHARNOW, MIKE 4,116 19.93% SPELICH, DAVID 3,919 18.98% Write -In Candidate 34 0.16% Total ... 20,649 100.00% September 05, 2018 11:25 AM Page 1 of 1 RESOLUTION NO. 2018-52 EXHIBIT B Number of Provisional Ballots Primary Election held August 28, 2018 PHOENIX 77018-14922070 PAGE 4 O N;E� V) J x Z o z U ;D a O a O wu Ili a .� C+ M w a a z a z u E2 O °Z D_ i u Q p ¢ V w L CQS m a' sr o� �o°�` LU U a3°CE M0 € ��a� � m CZ7 F- Z Q O t .I w f- � a z f F LCL) t O 3o°Qi V N T Ln - - O W W e. F h� M M .r w CA wi .a Z: Q F z w RESOLUTION NO. 2018-52 EXHIBIT C Number of Rejected Ballots Primary Election held August 28, 2018 PHOENIX 77018-14922070 PAGE 5 E%'36Bn1ch-V10.rp1 Dale: 9162018 MARICOPA COUNTY RECORDER'S INFORMATION SYSTEMS CENTER REJECTED BALLOTS BY PRECINCT/ CPC Election Title: MARICOPA COUNTY Election Number: 1339 Election Date: 08/28/2018 FOUNTAIN HILLS Page: l Time: 9:55 am Precinct/CPC Number PrecinN/CPC Name Reason Number Refected 0 4239 FOUNTAIN HILLS BAD SIGNATURE i RETURNED LATE 2 NO SIGNATURE 1 11240 FOUR PEAKS RETURNED LATE 6 NO SIGNATURE 4 0264 GOLDEN EAGLE BAD SIGNATURE 1 RETURNED LATE 5 NO SIGNATURE 9 0470 PALISADES BAD SIGNATURE 1 RETURNED LATE 3 NO SIGNATURE 4 0559 SAGUARO RETURNED LATE 6 NO SIGNATURE 3 �� TOWN OF FOUNTAIN HILLS �° t� z TOWN COUNCIL �,� 4 AGENDA ACTION FORM ��hat fs A��yo Meeting Date: 9/11/2018 Agenda Type: Consent Meeting Type: Special Session Submitting Department: Community Services Staff Contact Information: Corey Povar, Recreation Manager, 480-816-5170, cpovar@fh.az.gov REQUEST TO COUNCIL (Agenda Language): CONSIDERATION OF approving a SPECIAL EVENT LIQUOR LICENSE APPLICATION for Fountain Events Inc. (Christine Colley) for the Oktoberfest Event being held in Fountain Park, from 5:00 PM to 10:00 PM, Friday September 28 through Saturday September 29, 2018. Applicant: Christine Colley Applicant Contact Information: 480-235-7134 Owner: Christine Colley, Fountain Events Inc. Owner Contact Information: 480-235-7134 Property Location: Fountain Park, Fountain Hills, AZ Related Ordinance, Policy or Guiding Principle: A.R.S. §4-203.02; 4-244; 4-261 and R19-1-228, R19-1-235, and R19-1-309 Staff Summary (background): The purpose of this item is to obtain Council's approval regarding the special event liquor license application submitted by Christine Colley representing Fountain Events Inc., for submission to the Arizona Department of Liquor. The special event liquor license application was reviewed by staff for compliance with Town ordinances and staff unanimously recommends approval of this special event liquor license application as submitted. Risk Analysis (options or alternatives with implications): NIA Fiscal Impact (initial and ongoing costs; budget status): NIA Budget Reference (page number): NIA Funding Source: NA If Multiple Funds utilized, list here: Budgeted; if No, attach Budget Adjustment Form: NA Recommendation (s) by Board(s) or Commission(s): NIA Staff Recommendation(s): Approve List Attachment(s): Applications SUGGESTED MOTION (for Council use): Move to approve the Special Event Liquor License Page 1 of 2 Prepared by: Corey Povar, Recreation Manager 9/4/2018 Director's Approval: Rachael Goodwin, Cot Services Director 9/4/2018 Approved: Grady E. Miller, T anager 9/4/2018 Page 2 of 2 Arizona Department of Liquor Licenses and Control 800 W Washington 5th Floor Phoenix, AZ 85007-2934 www.azliquor.gov (602)542-5141 APPLICATION FOR SPECIAL EVENT LICENSE Fee= $25.00 per day for 1-10 days (consecutive) Cash Checks or Money Orders Only FOR DLLC USE ONLY Event Date(s): Event time start/end: CSR: License: A service fee of $25.00 will be charged for all dishonored checks (A.R.S. § 44-6852) IMPORTANT INFORMATION: This document must be fully completed or it will be returned. The Department of Liquor Licenses and Control must receive this application ten (10) business days prior to the event. If the special event will be held at a location without a permanent liquor license or if the event will be on any portion of a location that is not covered by the existing liquor license, this application must be approved by the local government before submission to the Department of Liquor Licenses and Control (see Section 15). SECTION 1 Name of Organization: Fountain Events, Inc. SECTION 2 Non-Profit/IRS Tax Exempt Number: 47-5271378 SECTION 3 The organization is a: (check one box only) ❑✓ Charitable❑Fraternal (must have regular membership and have been in existence for over five (5) years) ❑Religious ❑Civic (Rotary, College Scholarship)❑Political Party, Ballot Measure or Campaign Committee SECTION 4 Will this event be held on a currently licensed premise and within the already approved premises?❑Yes [E]No Name of Business License Number Phone (include Area Code) SECTION 5 How is this special event going to conduct all dispensing, serving, and selling of spirituous liquors? Please read R-19- 318 for explanation (look in special event planning guide) and check one of the following boxes. ❑Place license in non-use ❑Dispense and serve ail spirituous liquors under retailer's license ❑✓ Dispense and serve all spirituous liquors under special event ❑Split premise between special event and retail location (IF NOT USING RETAIL LICENSE, SUBMIT A LETTER OF AGREEMENT FROM THE AGENT/OWNER OF THE LICENSED PREMISE TO SUSPEND THE LICENSE DURING THE EVENT. IF THE SPECIAL EVENT IS ONLY USING A PORTION OF PREMISE, AGENT/OWNER WILL NEED TO SUSPEND THAT PORTION OF THE PREMISE.) SECTION 6 What is the purpose of this event? ❑✓ On-site consumption ❑Off-site (auction) ❑Both SECTION 7 Location of the Event: Fountain Park Address of Location: 12925 N Saguaro Blvd. Fountain Hills Maricopa AZ 85268 Sheet City COUNTY State Zip SECTION 8 Will this be stacked with a wine festival/craft distiller festival? ❑Yes ONo SECTION 9 Applicant must be a member of the qualifying organization and authorized by an Officer, Director or Chairperson of the Organization named in Section 1. (Authorizing signature is required in Section 13.) 1. Applicant: Colley Christine Last First Middle Date of Birth 2. Applicant's mailing address: rimrose Dr. Fountain Hills AZ 85268 3. Applicant's home/cell phone 4. Applicant's email address: cdkcolley@gmail.com city zip Applicant's business phone: 3/1/2016 Page 1 of 4 ndMduals requiring ADA accommodations call (602)542-9027. We require all Staff members or Volunteers who are planning on consuming alcohol after their designated shift has ended, to remove any garment or badge that denotes them as event staff/volunteer before partaking in alcoholic consumption. We do not; under any circumstances permit volunteers to consume alcohol during volunteer breaks between shifts. Also, once a Staff member or Volunteer has consumed any alcohol, they may not come back on shift for the remainder of that day. Are you requesting permission to serve alcohol at your event? ❑Yes Type of Alcohol (Check all that apply): OBeer OWine Explain who will serve the alcohol (Professional bartenders, volunteers, etc.): [-]No ❑Distilled Spirits Volunteers will serve the beverages. Each shift will have an experiences bartender How many alcohol service locations will you have, and where will they be located? (Include on site map): three Is the event open to all ages? DYes [-]No Explain how ID's will be checked, wristbands/stamps applied, and how you will prevent any underage drinking: IDs will be checked at the entrance and wrist bands applied to those attendees wishing to consume alcohol. Bartenders will not server anyone without a wrist band. WASTE MANAGEMENT/RECYCLING You are responsible for properly disposing of all waste and garbage throughout the term of your event, and immediately upon conclusion of the event, the area must be returned to a clean condition. Should you fail to perform adequate clean up or damage occurs to the Town property, you will be billed at full recovery rates. SECTION 13 To be completed only by an Officer, Director or Chairperson of the organization named in Section 1. 1,(Prinf Fu Npme) Christine Col the o g lzation filing this appli a for F4 r declare that I am an Officer, Director or Chairperson of listed in Section 9. 1 have read the application and the contents and all statements President Title/ Position 480-235-7134 Date Phone Number The foreQQQQoing instrument was acknowledged before me this �— d e r ' a �{.L Ji'iLJL/ Day Manih OFFICIAL SEA a_`IA State 2�- County of / , ( PATRICIA JO T AF CommiSalon #581: ��� Notary Public. Sttla at My Commission Expires on: o C� MARICO ul Dote E' na}ure of Notary P _ cumrti. ezptrac Dae. SECTION 14 This section is to be completed only by the applicant named in Section 9. ll ame) Christine Polley declare that I am the APPLICANT filing This application I, (Priled as Iisl Section . I have re d the application and the contents and all statements are true, correct and complete. X President 480-235-7134 Signa u Title/ Position Date Phone Number /- The fore oing instrument was acknowledged before me this -01 W Day State County of C Monti Year � �//� My Commission Expires % ?"/, O %O ain aQ- a� PAT FFICIAI SEgL on: . Date Signature of Nota MY eMm RICpPA °t•o/gr�cn Please contact the local governing board for additional application requirements and submission deadlin licensing fees may also be required before approval may be granted. for more information, please contact your local jurisdiction: htto7//www.azlicjuor.Qov/assets/docurnents/`homeoacie docs/spec event links odf. SECTION 15 Local Governing Body Approval Section. /N n4 I<AL4A— ' MAS Jng recommend ❑APPROVAL ❑ DISAPPROVAL (Govemmenf Olficial) (Tithe) On behalf oformw 61 O if Fla Ai a thu s (City, Town, County) Signature Date Phone SECTION 16 For Department of Liquor Licenses and Control use only. ❑APPROVAL ❑DISAPPROVAL BY- A.R.S. § 41-1030. DATE: B. An agency shall not base a licensing decision in whole or in part on a licensing requirement or condition that is not specifically authorized by statute, rule or state tribal gaming compact. A general grant of authority in statute does not constitute a basis for imposing a licensing requirement or condition unless a rule is made pursuant to that general grant of authority that specifically authorizes the requirement or condition. D. THIS SECTION MAY BE ENFORCED IN A PRIVATE CIVIL ACTION AND RELIEF MAY BE AWARDED AGAINST THE STATE. THE COURT MAY AWARD REASONABLE ATTORNEY FEES, DAMAGES AND ALL FEES ASSOCIATED WITH THE LICENSE APPLICATION TO A PARTY THAT PREVAILS IN AN ACTION AGAINST THE STATE FOR A VIOLATION OF THIS SECTION. E. A STATE EMPLOYEE MAY NOT INTENTIONALLY OR KNOWINGLY VIOLATE THIS SECTION. A VIOLATION OF THIS SECTION IS CAUSE FOR DISCIPLINARY ACTION OR DISMISSAL PURSUANT TO THE AGENCY'S ADOPTED PERSONNEL POLICY. F. THIS SECTION DOES NOT ABROGATE THE IMMUNITY PROVIDED BY SECTION 12-820.01 OR 12-820.02. 3/1/2016 Page 4 of 4 InNi„irii i,.l�re..�unn,. nnn rvrrn .�.i,dir�ne r.V a i<nO ICA O-om7 TOWN OF FOUNTAIN HILLS ADMINISTRATION DEPARTMENT INTER OFFICE MEMO TO: (as applicable) DATE: 9/4/2018 • Streets Division 6t—p4 i • Fire Department Building Safety • Building Division • Community Services X • Development Services Corey Povar • Law Enforcement • Licensing Development Services FR: Corey Povar, RE: Special Event Liquor Application Recreation Manager Attached is a Special Event Liquor Application for staff review. Review the application, then sign, indicating staff's recommendation for approval (with or without stipulations) or denial. If staff's recommendation is to deny and/or there are stipulations for approval, please attach a memo that specifies the reasoning and the memo will be forwarded on to the Town Council for their consideration of this application. Name of Organization: Fountain Events Inc. Applicant: Christine Colley Date(s) of Event: September 28 - 29, 2018 in Fountain Park Date Application Received: 8/4/2018 Town Council Agenda Date: 9/11/2018 STAFF REVIEW AND RECOMMENDATION: Department/Division Staff Member Approved Denied N/A Building Safety Peter Johnson X Community Services Corey Povar X Development Services Marissa Mooren/ll Fire Department Jason Payne Law Enforcement Robert Palumbo Licensing Sonia Kukkola X Street Department Justin Weldy Attach report for denial or any recommendation requiring stipulations. Meeting Date: 9/11/2018 Agenda Type: Regular TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Special Meeting Submitting Department: Administration Staff Contact Information: Grady E. Miller, Town Manager, 480-816-5107, gmiller@fh.az.gov REQUEST TO COUNCIL (,agenda Language): CONSIDERATION OF Resolution No. 2018-54, approving intergovernmental agreements with the Fort McDowell Yavapai Nation relating to Proposition 202 funding. Applicant: NA Applicant Contact Information: NA Owner: NA Owner Contact Information: NA Property Location: NA Related Ordinance, Policy or Guiding Principle: Section 12 of the Gaming Compact 2002 and A.R.S. §5-601.02; Fountain Hills Resolution 2004-34 Staff Summary (background): Proposition 202 [Gaming Compact with the State of Arizona] was a ballot measure passed by the Arizona voters in the 2002 state general election and codified in A.R.S. §5-601.02. This legislation allows for distribution of funds to be solicited by cities, towns, and counties for their programs from Arizona Indian Tribes for government services that benefit the general public, which include public safety, mitigation of impacts of gaming, and the promotion of commerce and economic development. The Compact permits the Nation to allocate 12% of the fees it pays to the State to cities, towns, and counties in the State of Arizona. Many non -profits also request this funding as "pass through dollars" from cities, towns, and counties to support programs within their communities. Because the legislation required that the funds be solicited by a municipality or county, the Town Council approved Resolution 2004-34 on July 1, 2004, which adopted the Town's policy and procedures relating to the Proposition 202 application process for the procurement of funds on behalf of various entities (i.e. as a pass through for funds). The Fort McDowell Yavapai Nation has awarded a total of $106,765.00 for FY2018 as follows: Fountain Hills Unified School District (full-time intervention specialist) $ 51,765.00 Town of Fountain Hills Tourism Division (new advertising project to promote golf destination) $ 10,000.00 Town of Fountain Hills Cultural and Civic Association (community garden project) $ 30,000.00 Golden Eagle Education Foundation (classroom projects and mentorship) $ 10,000.00 River of Time Museum (enhance tour and registration capacity) $ 5.000.00 TOTAL FY2018 $106,765.00 Risk Analysis (options or alternatives with implications): NA Fiscal Impact (initial and ongoing costs; budget status): NA Budget Reference (page number): NA Funding Source: NA Page 1 of 2 If Multiple Funds utilized, list here: NA Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): NA Staff Recommendation(s): Adopt Resolution 2018-54 List Attachment(s): Resolution 2018-54 SUGGESTED MOTION (for council use): MOVE to adopt Resolution 2018-54 Prepared by: Director's Approval: Approved: Grady E. Miller, Towor Date Page 2 of 2 RESOLUTION 2018-54 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, APPROVING INTERGOVERNMENTAL AGREE- MENTS WITH THE FORT MCDOWELL YAVAPAI NATION RELATING TO PROPOSITION 202 FUNDING ENACTMENTS: BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The Intergovernmental Agreements between the Town of Fountain Hills and the Fort McDowell Yavapai Nation relating to Proposition 202 funding for promotion of tourism and other public programs (the "Agreements") are hereby approved in substantially the form and substance attached hereto as Exhibits A, B, C, D, and E, incorporated herein by reference. SECTION 2. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to cause the execution of the Agreements and to take all steps necessary to carry out the purpose and intent of this Resolution. PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, on September 11, 2018. FOR THE TOWN OF FOUNTAIN HILLS: Linda M. Kavanagh, Mayor REVIEWED BY: Gra y E. Mi" n Manager ATTESTED TO: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Mitesh V. Patel, Interim Town Attorney Dickinson Wright, PLLC Intergovernmental Agreement Between The Town of Fountain Hills and The Fort McDowell Yavapai Nation To Provide Funds for Promoting Public Programs In the Town of Fountain Hills 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 A.R.S. § 5-601.02 Fort McDowell, Arizona Intergovernmental Agreement Between The Town of Fountain hills and The Fort McDowell Yavapai Nation to Provide Funds for Promoting Public Programs in the Town of Fountain Bills and Surrounding Communities This Intergovernmental Agreement (this "Agreement") is entered into by and between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") 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 Town 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)(I5) 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 Town 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 Town 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 the Town of Fountain Hills and surrounding communities, as designated by the Nation, hereinafter referred to as the "Designated Entity", as more particularly described in Exhibit A attached hereto and incorporated herein by reference. E. The Town and Nation desire to enter into this Agreement to define the terms and conditions of the Nations' funding of the Designated Entity. F. The amount of $51,765.00 is hereby made available for the Designated Entity from revenue generated by the Nation's Gaming Enterprise also known as the Fort McDowell Casino. G. The Nation intends to provide $51,765.00 (the "Funds"), which represents a portion of its contribution pursuant to a Tribal Revenue Sharing Agreement authorized by Section 12 of the Compact and A.R.S. § 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 Town, hereby mutually agree as follows: 1. Designated Entity. The Designated Entity(s) is the Town and/or a non-profit entity within the Town of Fountain Hills which operates for the public benefit in the Town of Fountain Hills and surrounding areas, as identified in the attached Exhibit A. 2. Disbursement of Funds. After receipt of the Funds from the Nation, the Town shall send a payment to such Designated Entity(s) in the amount of the payment received from the Nation as expeditiously as possible. 3. Consideration and Reliance. The Nation expressly acknowledges that the Town's promise to accept and disburse to the Designated Entity all Funds received by the Town 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 Town. The Nation further expressly agrees that, except as specifically set forth in this Agreement, the Town has no duties under or related to this Agreement other than to receive the Funds and deliver same to the Designated Entity; selection of Designated Entity 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 Town the amount of $51,765.00 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 Town shall provide a verification of payment to the Designated Entity. The Town's responsibility is limited to disbursement to each Designated Entity and the Town has no further duty with regard to third party, provided that the disbursement is complete. 6. Inspection and Audit. To ensure compliance with the Town's limited duties herein, the Nation may inspect any and all records maintained by the Town with respect to the Project upon seven (7) days prior, written notice to the Town. 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 Town and disbursed to the Designated Entity. C. Termination. The Nation may terminate this Agreement with or without cause at any time prior to providing payment to the Town, provided that such notice shall be in writing and delivered to the parties' designated representatives, as set forth in the Notice section. D. Cancellation. Each party acknowledges that the Town 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. § 38-511. 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. B. 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. C. 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. 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. F. 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 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. 1 I. 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 Bumette, President Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 For the Town of Fountain Hills: Grady Miller, Town Manager Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Diandra Benally, General Counsel Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 Mitesh V. Patel Town Attorney Dickinson Wright 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 12. Assignment and Delegation. Neither parry 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. 13. 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, the Town of Fountain Hills has caused this Intergovernmental Agreement to be executed by the Mayor, upon resolution of the Town Council and attested by the Clerk of the Town, 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 Secretary. This Agreement is effective upon signature of a duly appointed representative of the Fort McDowell Yavapai Nation. ATTEST: FORT MCDOWELL YAVAPAI NATION Verlene Enos, Secretary Fort McDowell Yavapai Nation Date ATTEST: Elizabeth A. Burke, Town Clerk Town of Fountain Hills Bernadine Burnette President, Tribal Council Fort McDowell Yavapai Nation Date TOWN OF FOUNTAIN FALLS Linda M. Kavanagh, Mayor Town of Fountain Hills Date Date The undersigned attorney acknowledges that he 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. Diimdra Benally, General Counsel 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 the TOWN OF FOUNTAIN HILLS and (ii) as to the Town of Fountain Hills 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. Mitesh V. Patel, Town Attorney Date Town of Fountain Hills EXEnIT A DESIGNATED ENTITY Award Contact rountam Hills Umhed School District Education $51,765.00 Dr. Robert Allen Provide full-time intervention specialist TOTAL $51,765.00 Intergovernmental Agreement Between The Town of Fountain Hills and The Fort McDowell Yavapai Nation To Provide Funds for Promoting Public Programs In the Town of Fountain Hills 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 A.R.S. § 5-601.02 Fort McDowell, Arizona Intergovernmental Agreement Between The Town of Fountain Hills and The Fort McDowell Yavapai Nation to Provide Funds for Promoting Public Programs in the Town of Fountain Hills and Surrounding Communities This Intergovernmental Agreement (this "Agreement") is entered into by and between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") 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 Town 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 Town 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 Town and Nation desire to enter into this Agreement to provide funds for the purpose of promoting tourism and other public programs in the State of Arizona and specifically the Town of Fountain Hills and surrounding communities, as designated by the Nation, hereinafter referred to as the "Designated Entity", as more particularly described in Exhibit A attached hereto and incorporated herein by reference. E. The Town and Nation desire to enter into this Agreement to define the terms and conditions of the Nations' funding of the Designated Entity. F. The amount of $10,000.00 is hereby made available for the Designated Entity from revenue generated by the Nation's Gaming Enterprise also known as the Fort McDowell Casino. G. The Nation intends to provide $10,000.00 (the "Funds"), which represents a portion of its contribution pursuant to a Tribal Revenue Sharing Agreement authorized by Section 12 of the Compact and A.R.S. § 5-601.02. Aereement NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and the covenants and promises set forth below, the Nation and the Town, hereby mutually agree as follows: 1. Designated Entity. The Designated Entity(s) is the Town and/or a non-profit entity within the Town of Fountain Hills which operates for the public benefit in the Town of Fountain Hills and surrounding areas, as identified in the attached Exhibit A. 2. Disbursement of Funds. After receipt of the Funds from the Nation, the Town shall send a payment to such Designated Entity(s) in the amount of the payment received from the Nation as expeditiously as possible. 3. Consideration and Reliance. The Nation expressly acknowledges that the Town's promise to accept and disburse to the Designated Entity all Funds received by the Town 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 Town. The Nation further expressly agrees that, except as specifically set forth in this Agreement, the Town has no duties under or related to this Agreement other than to receive the Funds and deliver same to the Designated Entity; selection of Designated Entity 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 Town the amount of $10,000.00 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 Town shall provide a verification of payment to the Designated Entity. The Town's responsibility is limited to disbursement to each Designated Entity and the Town has no further duty with regard to third party, provided that the disbursement is complete. 6. Inspection and Audit. To ensure compliance with the Town's limited duties herein, the Nation may inspect any and all records maintained by the Town with respect to the Project upon seven (7) days prior, written notice to the Town. 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 Town and disbursed to the Designated Entity. C. Termination. The Nation may terminate this Agreement with or without cause at any time prior to providing payment to the Town, provided that such notice shall be in writing and delivered to the parties' designated representatives, as set forth in the Notice section. D. Cancellation. Each party acknowledges that the Town 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. § 38-511. 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. B. 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. C. 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. 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 parry to this Agreement. E. Days. Days shall mean calendar days. F. 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 parry 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 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. 11. 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 Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 For the Town of Fountain Hills: Grady Miller, Town Manager Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Diandra Benally, General Counsel Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 Mitesh V. Patel Town Attorney Dickinson Wright 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 12. 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. 13. 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, the Town of Fountain Hills has caused this Intergovernmental Agreement to be executed by the Mayor, upon resolution of the Town Council and attested by the Clerk of the Town, 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 Secretary. This Agreement is effective upon signature of a duly appointed representative of the Fort McDowell Yavapai Nation. ATTEST: FORT MCDOWELL YAVAPAI NATION Verlene Enos, Secretary Fort McDowell Yavapai Nation Date ATTEST: Elizabeth A. Burke, Town Clerk Town of Fountain Hills Bernadine Burnette President, Tribal Council Fort McDowell Yavapai Nation Date TOWN OF FOUNTAIN HILLS Linda M. Kavanagh, Mayor Town of Fountain Hills Date Date The undersigned attorney acknowledges that he 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. Diandra Benally, General Counsel 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 the TOWN OF FOUNTAIN HILLS and (ii) as to the Town of Fountain Hills 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. Mitesh V. Patel, Town Attorney Date Town of Fountain Hills EXFIIBIT A DESIGNATED ENTITY Award Contact I own of Y ountam Hills Tourism $10,000.00 Grace Rodman-Guetter Tourism Division — New advertising project to promote golf destination TOTAL $10,000.00 Intergovernmental Agreement Between The Town of Fountain Hills and The Fort McDowell Yavapai Nation To Provide Funds for Promoting Public Programs In the Town of Fountain Hills 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 A.R.S. § 5-601.02 Fort McDowell, Arizona Intergovernmental Agreement Between The Town of Fountain Hills and The Fort McDowell Yavapai Nation to Provide Funds for Promoting Public Programs in the Town of Fountain Hills and Surrounding Communities This Intergovernmental Agreement (this "Agreement") is entered into by and between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") 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 Town 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 Town 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 Town 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 the Town of Fountain Hills and surrounding communities, as designated by the Nation, hereinafter referred to as the "Designated Entity", as more particularly described in Exhibit A attached hereto and incorporated herein by reference. E. The Town and Nation desire to enter into this Agreement to define the terms and conditions of the Nations' funding of the Designated Entity. F. The amount of $30,000.00 is hereby made available for the Designated Entity from revenue generated by the Nation's Gaming Enterprise also known as the Fort McDowell Casino. G. The Nation intends to provide $30,000.00 (the "Funds"), which represents a portion of its contribution pursuant to a Tribal Revenue Sharing Agreement authorized by Section 12 of the Compact and A.R.S. § 5-601.02. Aereement NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and the covenants and promises set forth below, the Nation and the Town, hereby mutually agree as follows: 1. Designated Entity. The Designated Entity(s) is the Town and/or a non-profit entity within the Town of Fountain Hills which operates for the public benefit in the Town of Fountain Hills and surrounding areas, as identified in the attached Exhibit A. Disbursement of Funds. After receipt of the Funds from the Nation, the Town shall send a payment to such Designated Entity(s) in the amount of the payment received from the Nation as expeditiously as possible. 3. Consideration and Reliance. The Nation expressly acknowledges that the Town's promise to accept and disburse to the Designated Entity all Funds received by the Town 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 wider applicable law. 4. Limited Duties of Town. The Nation further expressly agrees that, except as specifically set forth in this Agreement, the Town has no duties under or related to this Agreement other than to receive the Funds and deliver same to the Designated Entity; selection of Designated Entity 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 Town the amount of $30,000.00 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 Town shall provide a verification of payment to the Designated Entity. The Town's responsibility is limited to disbursement to each Designated Entity and the Town has no further duty with regard to third party, provided that the disbursement is complete. 6. Inspection and Audit. To ensure compliance with the Town's limited duties herein, the Nation may inspect any and all records maintained by the Town with respect to the Project upon seven (7) days prior, written notice to the Town. 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 Town and disbursed to the Designated Entity. 2 C. Termination. The Nation may terminate this Agreement with or without cause at any time prior to providing payment to the Town, provided that such notice shall be in writing and delivered to the parties' designated representatives, as set forth in the Notice section. D. Cancellation. Each party acknowledges that the Town 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. § 38-511. 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. B. 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. C. 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. 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. F. 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 contained herein shall not be deemed a waiver of any other tenn, covenant, or condition, or any subsequent breach of the same or any other tern, covenant, or condition contained herein. 11. 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 Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 For the Town of Fountain Hills: Grady Miller, Town Manager Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Diandra Benally, General Counsel Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 Mitesh V. Patel Town Attorney Dickinson Wright 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 12. 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. 13. 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, the Town of Fountain Hills has caused this Intergovernmental Agreement to be executed by the Mayor, upon resolution of the Town Council and attested by the Clerk of the Town, 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 Secretary. This Agreement is effective upon signature of a duly appointed representative of the Fort McDowell Yavapai Nation. ATTEST: FORT MCDOWELL YAVAPAI NATION Verlene Enos, Secretary Fort McDowell Yavapai Nation Date ATTEST: Elizabeth A. Burke, Town Clerk Town of Fountain Hills Bernadine Burnette President, Tribal Council Fort McDowell Yavapai Nation Date TOWN OF FOUNTAIN HILLS Linda M. Kavanagh, Mayor Town of Fountain Hills Date Date The undersigned attorney acknowledges that he 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. Diandra Benally, General Counsel 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 the TOWN OF FOUNTAIN HILLS and (ii) as to the Town of Fountain Hills 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. Mitesh V. Patel, Town Attorney Date Town of Fountain Hills EXHIBIT A DESIGNATED ENTITY Entity(s) Purpose Award Contact Town of Fountain Hills Community Improvement $30,000.00 Jenny Willigrod Cultural and Civic Association Community Garden Project TOTAL $30,000.00 Intergovernmental Agreement Between The Town of Fountain Hills and The Fort McDowell Yavapai Nation To Provide Funds for Promoting Public Programs In the Town of Fountain Hills 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 A.R.S. § 5-601.02 Fort McDowell, Arizona Intergovernmental Agreement Between The Town of Fountain Hills and The Fort McDowell Yavapai Nation to Provide Funds for Promoting Public Programs in the Town of Fountain Hills and Surrounding Communities This Intergovernmental Agreement (this "Agreement") is entered into by and between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") 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 Town 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 Town 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 Town 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 the Town of Fountain Hills and surrounding communities, as designated by the Nation, hereinafter referred to as the "Designated Entity", as more particularly described in Exhibit A attached hereto and incorporated herein by reference. E. The Town and Nation desire to enter into this Agreement to define the terms and conditions of the Nations' funding of the Designated Entity. F. The amount of $10,000.00 is hereby made available for the Designated Entity from revenue generated by the Nation's Gaming Enterprise also known as the Fort McDowell Casino. G. The Nation intends to provide $10,000.00 (the "Funds"), which represents a portion of its contribution pursuant to a Tribal Revenue Sharing Agreement authorized by Section 12 of the Compact and A.R.S. § 5-601.02. Aereement NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and the covenants and promises set forth below, the Nation and the Town, hereby mutually agree as follows: 1. Designated Entity. The Designated Entity(s) is the Town and/or a non-profit entity within the Town of Fountain Hills which operates for the public benefit in the Town of Fountain Hills and surrounding areas, as identified in the attached Exhibit A. 2. Disbursement of Funds. After receipt of the Funds from the Nation, the Town shall send a payment to such Designated Entity(s) in the amount of the payment received from the Nation as expeditiously as possible. 3. Consideration and Reliance. The Nation expressly acknowledges that the Town's promise to accept and disburse to the Designated Entity all Funds received by the Town 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 Town. The Nation further expressly agrees that, except as specifically set forth in this Agreement, the Town has no duties under or related to this Agreement other than to receive the Funds and deliver same to the Designated Entity; selection of Designated Entity 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 Town the amount of $10,000.00 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 Town shall provide a verification of payment to the Designated Entity. The Town's responsibility is limited to disbursement to each Designated Entity and the Town has no further duty with regard to third party, provided that the disbursement is complete. 6. Inspection and Audit. To ensure compliance with the Town's limited duties herein, the Nation may inspect any and all records maintained by the Town with respect to the Project upon seven (7) days prior, written notice to the Town. 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 Town and disbursed to the Designated Entity. C. Termination. The Nation may terminate this Agreement with or without cause at any time prior to providing payment to the Town, provided that such notice shall be in writing and delivered to the parties' designated representatives, as set forth in the Notice section. D. Cancellation. Each parry acknowledges that the Town 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. § 38-511. 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, attomey'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. B. No Liabilityfor 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. C. 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. 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. F. 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 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. 11. 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 Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 For the Town of Fountain Hills: Grady Miller, Town Manager Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Diandra Benally, General Counsel Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 Mitesh V. Patel Town Attorney Dickinson Wright 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 12. 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. 13. 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 WPINESS WHEREOF, the Town of Fountain Hills has caused this Intergovernmental Agreement to be executed by the Mayor, upon resolution of the Town Council and attested by the Clerk of the Town, 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 Secretary. This Agreement is effective upon signature of a duly appointed representative of the Fort McDowell Yavapai Nation. ATTEST: FORT MCDOWELL YAVAPAI NATION Verlene Enos, Secretary Fort McDowell Yavapai Nation Date ATTEST: Elizabeth A. Burke, Town Clerk Town of Fountain Hills Bernadine Burnette President, Tribal Council Fort McDowell Yavapai Nation Date TOWN OF FOUNTAIN LULLS Linda M. Kavanagh, Mayor Town of Fountain Hills Date Date The undersigned attorney acknowledges that he 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. Diandra Benally, General Counsel 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 the TOWN OF FOUNTAIN HILLS and (ii) as to the Town of Fountain Hills 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. Mitesh V. Patel, Town Attorney Date Town of Fountain Hills ENIIMIT A DESIGNATED ENTITY Award Contact Golden Eagle Education Foundation Education $10,000.00 Dr. Lois McElligott Provide Classroom Projects and Mentorship TOTAL $10,000.00 Intergovernmental Agreement Between The Town of Fountain Hills and The Fort McDowell Yavapai Nation To Provide Funds for Promoting Public Programs In the Town of Fountain Hills 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 A.R.S. § 5-601.02 Fort McDowell, Arizona Intergovernmental Agreement Between The Town of Fountain Hills and The Fort McDowell Yavapai Nation to Provide Funds for Promoting Public Programs in the Town of Fountain Hills and Surrounding Communities This Intergovernmental Agreement (this "Agreement") is entered into by and between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") 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 Town 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 Town 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 Town 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 the Town of Fountain Hills and surrounding communities, as designated by the Nation, hereinafter referred to as the "Designated Entity", as more particularly described in Exhibit A attached hereto and incorporated herein by reference. E. The Town and Nation desire to enter into this Agreement to define the terms and conditions of the Nations' funding of the Designated Entity. F. The amount of $5,000.00 is hereby made available for the Designated Entity from revenue generated by the Nation's Gaming Enterprise also known as the Fort McDowell Casino. G. The Nation intends to provide $5,000.00 (the "Funds"), which represents a portion of its contribution pursuant to a Tribal Revenue Sharing Agreement authorized by Section 12 of the Compact and A.R.S. § 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 Town, hereby mutually agree as follows: 1. Designated Entity. The Designated Entity(s) is the Town and/or a non-profit entity within the Town of Fountain Hills which operates for the public benefit in the Town of Fountain Hills and surrounding areas, as identified in the attached Exhibit A. 2. Disbursement of Funds. After receipt of the Funds from the Nation, the Town shall send a payment to such Designated Entity(s) in the amount of the payment received from the Nation as expeditiously as possible. 3. Consideration and Reliance. The Nation expressly acknowledges that the Town's promise to accept and disburse to the Designated Entity all Funds received by the Town 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 Town. The Nation further expressly agrees that, except as specifically set forth in this Agreement, the Town has no duties under or related to this Agreement other than to receive the Funds and deliver same to the Designated Entity; selection of Designated Entity 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 Town the amount of $5,000.00 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 Town shall provide a verification of payment to the Designated Entity. The Town's responsibility is limited to disbursement to each Designated Entity and the Town has no further duty with regard to third party, provided that the disbursement is complete. 6. Inspection and Audit. To ensure compliance with the Town's limited duties herein, the Nation may inspect any and all records maintained by the Town with respect to the Project upon seven (7) days prior, written notice to the Town. 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 Town and disbursed to the Designated Entity. 2 C. Termination. The Nation may terminate this Agreement with or without cause at any time prior to providing payment to the Town, provided that such notice shall be in writing and delivered to the parries' designated representatives, as set forth in the Notice section. D. Cancellation. Each party acknowledges that the Town 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. § 38-511. 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. B. No Liabilityfor 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. C. 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. 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. F. 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 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. 11. 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 Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 For the Town of Fountain Hills: Grady Miller, Town Manager Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Diandra Benally, General Counsel Fort McDowell Yavapai Nation P.O. Box 17779 Fountain Hills, AZ 85269 Mitesh V. Patel Town Attorney Dickinson Wright 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 12. 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. 13. 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] 4 IN WITNESS WHEREOF, the Town of Fountain Hills has caused this Intergovernmental Agreement to be executed by the Mayor, upon resolution of the Town Council and attested by the Clerk of the Town, 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 Secretary. This Agreement is effective upon signature of a duly appointed representative of the Fort McDowell Yavapai Nation. ATTEST: FORT MCDOWELL YAVAPAI NATION Verlene Enos, Secretary Fort McDowell Yavapai Nation Date ATTEST: Elizabeth A. Burke, Town Clerk Town of Fountain Hills Bernadine Burnette President, Tribal Council Fort McDowell Yavapai Nation Date TOWN OF FOUNTAIN HILLS Linda M. Kavanagh, Mayor Town of Fountain Hills Date Date The undersigned attorney acknowledges that he 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. Diandra Benally, General Counsel 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 the TOWN OF FOUNTAIN HILLS and (ii) as to the Town of Fountain Hills 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. Mitesh V. Patel, Town Attorney Date Town of Fountain Hills EXHIBIT A DESIGNATED ENTITY Entity(s) Purpose Award Contact River of Time Museum Education $5,000.00 Cberic Koss Enhance Tour and Registration Capacity TOTAL $5,000.00