Pala Band of

Mission Indians

P.O.Box5O ~FEB I 4~QO

PaIa,California 92059-0050

(760) 742-3784

(760)742-1411 Fax

RESOLUTION 99-39

ThbaI Gaming Authority Ordinance

WHEREAS, the Pala Band of Mission Indians is a federally recognized Indian Tribe (the Tribe);

and

WHEREAS, the Tribe is governed by Articles of Association approved by the Commissioner of

Indian Affairs which establish a General Council and an Executive Committee; and

WHEREAS, pursuant to Article 3 of the Tribes Articles of Association, the General Council is the

governing body of the Tribe; arid

WHEREAS, Article 6 of the Articles of Association, among other powers, provides the General

Council with the power to negotiate and enter into contracts on behalf of the Tribe and to delegate

this power to the Tribes Executive Committee; and

WHEREAS, the General Council on September 22, 1999, delegated to the Executive Committee

the authority to negotiate and enter into binding and enforceable agreements which will facilitate the

development, financing, management and operation of the Tribes gaming facility with Anchor

Gaming, Anchor Pala Management LLC, and Anchor Pala Development LLC; and

WHEREAS, the Executive Committee executed a Management Agreement and Development

Services and Financing Agreement (Agreements) on behalf of the Tribe on September 23, 1999;

and

WHEREAS, the Development Services and Financing Agreement calls for the establishment of a

Pala Gaming Authority, a tribal entity which may assume on behalf of the Tribe all obligations,

responsibilities and duties of the Tribe under these Agreements if necessary for finafl~g

purposes; and

WHEREAS, the General Council has reviewed the terms of the attached Pala Gaming Authority

Ordinance, understands its terms, and recognizes that assignment to the Gaming Authority may

be necessary in order to obtain the financing necessary to develop and build the Tribes gaming

facility.

NOW THEREFORE BE IT RESOLVED, that the General Council hereby approves the attached

Tribal Gaming Authority Ordinance to become effective if the Executive Committee determines that

it is necessary for financing purposes and assigns the Development Services and Financing

Agreement and Management Agreement executed on September 23, 1999, to the Gaming

Authority.
pp2

reso99-39

FEB14

CERTIFICATION /999

This is to certify the above Pala Gaming Authority Ordinance, Resolution 99-39 was adopted by the

General Council at a duly led meeting of that Body held on October 20, 1999, at which a quorum

waspre byavote 9infavor,Oopposed.

C s..

Robert H. Srnith,Chairman King reem , Vice-Chairman

tanley . McGarr, Secretary Juliana Rodriguez, Treasur

LeeAnn Hayes, Committee Member Mthc~y Ra~ago Sr., Committee Member
FINAL

PALA GAMING AUTHORITY

ORDINANCE ~ / 4 2000

.101 Creation of Tribal Gaming Authority

This Ordinance creates the Pala Band of Mission Indians Tribal Gaming Authority, to be known as

the Pala Gaming Authority (the Authority). The Authority shall constitute a governmental instrumentality

of the Tribe, enjoying the privileges and immunities of the Tribe, which Authority shall be a separate and

distinct entity of the Tribe. This legislation shall be known as the Gaming Authority Ordinance, and is

referenced herein as Ordinance.

.102 Purpose

The Authority is organized for the purpose ofdesigning, developing, constructing, owning, leasing,

mortgaging, guaranteeing, operating, managing, promoting and financing Licensed Gaming Establishments

and Other Businesses and any lawful activity related thereto, subject to any limitations imposed by any

contract, indenture or other instrument by which the Authority is bound. The Pala General Council intends

that the Authority may assume all obligations, responsibilities and duties of the Tribe under gaming law

existing at the date of enactment of this Ordinance, as assigned by the Executive Committee, with the sole

exception of the power of gaming regulation, gaming licensing and enforcement of applicable law, which

powers are reserved to the Tribe.

.103 Name and Principal Place of Business

(a) The name of the Authority is the Pala Gaming Authority.

(b) The principal place of business of the Authority shall be Pala, California.

.104 Findings and Declarations

The General Council for the Pala Band of Mission Indians finds and declares:

(a) The Gaming industry is vitally important to the economy of the Tribe and the

general welfare of its members.

(b) The ability ofthe Tribe to finance, develop, construct, operate, and maintain certain

Licensed Gaming Establishments and Other Businesses will be enhanced by the creation of a

separate entity which can, among other things, lease tribal trust land, obligate leasehold interests and

enter into financial transactions in connection with any of the foregoing activities.

(c) The Authority created by this Ordinance will be able to perform these functions,

and, as such, will be of benefit to the Tribe and its members.
.105 Relation to Tribe

(a) The Authority is a subordinate organization of the Tribe established pursuant to

Section 6(A) of the Articles of Association of the Pala Band of Mission Indians. The Authority is

an instrumentality of the Tribe which enjoys autonomous existence.

(b) For purposes oftaxation, civi ijurisdiction and regulatoryjurisdiction, the Authority

shall be deemed a subordinate arm ofthe Tribe and, except as otherwise specifically provided in this

Section 105, shall be entitled to all of the privileges and immunities of the Tribe, including the

sovereign immunity of the Tribe, to the same extent as the Tribe itself.

(c) The Tribal Gaming Agency shall retain all of its duties and obligations with respect

to the regulation and licensing of Gaming as outlined in the Gaming Ordinance. To the extent that

any Tribal Entities have additional duties, powers, privileges, and/or obligations unrelated to the

gaming industry, such entities and such unrelated duties, powers, privileges and obligations shall

be unaffected by this Gaming Authority Ordinance. The Authority may assume all obligations,

responsibilities and duties of the Tribe or any of its Tribal Entities (other than the Tribal Gaming

Agency) with respect to Gaming existing at the date of the enactment of this Ordinance, if the

Executive Committee approves the assignment of said duties to the Authority..

(d) The Authority shall have no power to exercise any regulatory or legislative power.

The General Council reserves from the Authority all regulatory, legislative and other governmental

power, including the power to grant, issue, revoke, suspend or deny licenses, conduct background

investigations, and enact legislation regulating Gaming on Tribal lands.

.106 Definitions

(a) For purposes of this Ordinance, certain terms are defined in the subsections that

follow. When not inconsistent with the context, words used in the present tense include the future,

words in the singular include the plural, words in the plural include the singular, and words in one

gender include the other gender. The word shall is always mandatory and not merely directory.

Articles of Association shall mean the Articles of Association of the Tribe as approved

November 6, 1960 and as amended from time to time in accordance with the terms of this

Ordinance.

Authority when capitalized, means the Pala Band of Mission Indians Tribal Gaming

Authority created by this Ordinance.

Class II Gaming shall mean Class II Gaming as defined in the IGRA.

Class III Gaming shall mean Class III Gaming as defined in the IGRA.

Compact shall mean the Tribal-State Compact between the Tribe and the State,

executed with the State of California regarding Class III Gaming, as approved pursuant to

the IGRA as provided in 25 U.S.C. § 2710(d)(8)(D); as the same may, from time to time, be

amended, or such other compact that may be substituted therefor.
Executive Committee means the Executive Committee of the Tribe, established pursuant

to the Articles of Association.

Gaming shall mean any and all activities defined as either Class II or Class III

Gaming under the IGRA and Class III Gaming as authorized under the Compact.

Gaming Ordinance means the Gaming Ordinance duly adopted by the Pala General

Council on April 13, 1994, as amended and as approved by the NIGC pursuant to the IGRA.

IGRA shall mean the Indian Gaming Regulatory Act of 1988, PL 100-497, 25 U.S.C.

§ 2701, et ~., as same may, from time to time, be amended.

Including means including but not limited to.

Licensed Gaming Establishment means any establishment (i) in or upon which Gaming

takes place, (ii) which is licensed under Section VIII of the Gaming Ordinance or which is not so

licensed but which is authorized and licensed under other applicable law, and (iii) which the

Management Board designates for ownership, lease, development, construction, operation or

management by the Authority.

Management Board means the Management Board of the Authority created by this

Ordinance.

Management Contract means any contract, subcontract or collateral agreement between

the Authority and a contractor, or a contractor and a subcontractor, if such contract or agreement

provides for the management of all or a part of a Licensed Gaming Establishment that has been

approved pursuant to the Gaming Ordinance and the IGRA.

NIGC shall mean the commission established pursuant to 25 U.S.C. § 2704.

Obligations means any notes, bonds, interim certificates, debentures, mortgages or other

evidences of indebtedness issued by the Authority under this Ordinance.

Obligee includes any holder of an Obligation, agent or trustee for any holder of any

Obligation.

Other Business means any business, enterprise or activity, other than a Licensed Gaming

Establishment, which the Management Board determines should be conducted by the Authority,

which is related to or associated with a Licensed Gaming Establishment.

Pala General Council shall mean a quorum of all qualified voters of the Tribe, duly

convened as the governing body pursuant to the Tribes Constitution.

Tribal Entity means any entity created or owned by the Tribe for economic or

governmental purposes and any entity which is controlled by the Executive Committee. An entity

shall be deemed controlled by the Executive Committee if a majority of persons serving on the body

which governs the entity are chosen by or are required to be members of the Executive Committee.

Tribal Gaming Agency means the Pala Gaming Agency (Commission) established

pursuant to Section IX of the Gaming Ordinance.

Tribe means the Pala Band of Mission Indians.
.107 Assets of Authority

The Authority shall have only those assets of the Tribe formally assigned or leased to it by the

Executive Committee or by a Tribal Entity, together with whatever assets it develops or acquires by other

means as provided in this Ordinance. No activity of the Authority nor any indebtedness incurred by it shall

encumber, implicate or in any way involve assets of the Tribe or another Tribal Entity not assigned or leased

in writing to the Authority.

.108 Management of the Authority

(a) There is hereby established a Management Board of the Authority the purpose of

which is to carry out the duties and powers of the Authority as set forth in this Ordinance.

(b) The Management Board shall consist of all of the members of the Executive

Committee.

(c) The Chairperson ofthe Executive Committee shall also serve as Chairperson of the

Management Board.

(d) No member of the Management Board shall be liable to any creditor of the

Authority by reason of his or her status as a member, or by reason of acts done in the course of his

or her official duties.

.109 Operation of Authority

(a) The Authority shall conduct business pursuant to bylaws consistent with this

Ordinance adopted by the Management Board and approved by the General Council.

(b) The Authority may have such officers as the bylaws may provide.

(c) The Management Board shall meet as often as necessary to conduct its business, but

no less frequently than quarterly. A majority of the members of the Management Board

(notwithstanding the existence of vacancies) shall constitute a quorum for the transaction of

business, but no Authority actions shall be taken by a vote of less than a majority ofthe Management

Board members. The Management Board shall keep complete and accurate records of all meetings

and actions taken.

(d) The Management Board shall keep full and accurate financial records, make

periodic reports to the General Council and submit a complete annual report, in written form, to the

Executive Committee as required by the provisions of this Ordinance.

(e) The members of the Management Board may receive a stipend for their services as

provided in the bylaws. Members of the Authority shall be reimbursed for actual expenses incurred

in the discharge of their duties, including necessary travel expenses. In no event shall compensation

be based on the profitability of Gaming operations.

.110 Perpetual Succession

The Authority shall have perpetual succession in its name.
.111 Ability to Sue and Be Sued

(a) The General Council hereby gives its irrevocable consent to allowing the Authority,

by resolution duly adopted by the Management Board, to sue and to be sued in its name, upon, or

to submit to arbitration or alternative dispute resolution any controversy arising under, any contract,

claim or obligation arising out of its activities under this Ordinance and hereby authorizes the

Authority, by resolution duly adopted by the Management Board, to agree by contract to waive any

of its immunity from suit; but the Tribe shall not be liable for the debts or obligations of the

Authority, and the Authority shall have no power to pledge or encumber the assets of the Tribe. This

action does not constitute a waiver of any immunity of the Tribe or a delegation to the Authority of

the power to make any waiver of the immunity of the Tribe. The Authoritys ability to sue and be

sued and to waive its immunity from suit shall at all times remain with the Management Board to

be granted by duly adopted resolution.

(b) The Authority, by resolution duly adopted by the Management Board, shall have

the authority to consent (i) to the exercise ofjurisdiction over any suit or over the Authority by the

State Courts of California or any other state, the federal courts, the tribal courts of the Tribe or any

other Indian tribe, or the courts of any United States territory or foreign jurisdiction, and (ii) to

arbitration or alternative dispute resolution. Such authority shall at all times remain with the

Management Board to be granted by duly adopted resolution.

(c) Except as expressly provided in this section, the Tribe by the adoption of this

Ordinance and the establishment of the Authority is not waiving its sovereign immunity in any

respect or consenting to the jurisdiction of any court. This section shall be strictly construed with

a view toward protecting tribal assets from the reach of creditors and others.

.112 Objectives of Authority

The objectives for which the Authority is organized are to exercise control over or participate in the

management and conduct of the business and operations of Licensed Gaming Establishments and Other

Businesses, to provide a fair return to the Tribe on its investments and, where practical, to employ members

of the Tribe in the operation of the Licensed Gaming Establishments and Other Businesses.

.113 Powers of Authority

(a) It is the purpose and intent of this Ordinance to authorize the Authority to do any

and all things necessary or desirable in connection with the financing, development, construction,

ownership, lease, operation, management, maintenance and promotion of Licensed Gaming

Establishments and Other Businesses, or in connection with any other activities conducted by the

Authority and to secure the financing and assistance necessary for such activities.

(b) Each Licensed Gaming Establishment shall be operated by the Authority as provided

in this Ordinance.

(c) Subject to the limitations set forth in this Ordinance, the Gaming Ordinance and

other provisions ofTribal law, the Management Board shall manage and have complete control over

the conduct of Authority affairs and shall have the full power to act for and bind the Authority. Such

authority shall be exercised pursuant to the bylaws of the Authority and, where appropriate, by duly

adopted resolution.
(d) Subject to the limitations set forth in this Ordinance, the Gaming Ordinance and

other provisions of Tribal law, the Authority, by and through the Management Board acting on

behalf of the Authority, shall have the following powers which it may exercise consistent with the

purposes for which the Authority was established:

(1.) to develop, construct, own, lease, mortgage, guarantee, operate, manage, promote

and finance Licensed Gaming Establishments and Other Businesses, including

expansions and enlargements thereof, including the power to enter into leases and

leasehold mortgages on lands held in trust by the United States for the Tribe;

(2.) if the Management Board determines it to be in the best interests of the Authority

and the Tribe, to terminate the operation of any Licensed Gaming Establishment

and/or Other Businesses and to dispose of, demolish or abandon any facilities

relating thereto;

(3.) to adopt, amend or repeal bylaws, including emergency bylaws, relating to the

business of the Authority, the conduct of its affairs, its rights and powers and

powers of its Management Board and officers, subject to the approval of the

Executive Committee as provided in this Ordinance;

(4.) to elect or appoint officers, employees or other agents of the Authority, prescribe

their duties and fix their compensation, and indemnify members, officers,

employees and agents;

(5.) to enter into, make, perform and carry out, cancel and rescind contracts, agreements

and understandings for any lawful purpose pertaining to its business or incidental

to the purposes for which it was established with any Federal, state or local

(including the Tribe) governmental agency or authority or with any person,

partnership, limited partnership, corporation, limited liability company, Indian tribe,

Tribal Entity, or other entity;

(6.) to enter into, make, perform and carry out, cancel and rescind any Management

Contract;

(7.) to lease property from the Tribe, a Tribal Entity or others for such periods as are

authorized by law, and to hold, mortgage and manage or sublease the same;

(8.) to give guarantees and incur liabilities;

(9.) to lend money, invest and reinvest funds, and take and hold real and personal

property as security for the payment of funds so loaned or invested;

(10.) subject to Section .113 and other provisions of this Ordinance, to obtain financing

and refinancing, to borrow money at rates of interest as the Authority may

determine, to issue temporary or long term indebtedness and to repay the same;

(11.) subject to Section .113 and other provisions of this Ordinance, to mortgage or

pledge assets and receipts of the Authority as security for debts;

(12.) to agree to any conditions attached to Federal, state or local financial assistance;
(13.) to purchase, receive, take by grant, devise, bequest or otherwise, lease or otherwise

acquire, own, hold, improve, employ, use, and otherwise enjoy all power necessary

and: appropriate to deal in and with, real and personal property, or an interest in real

or personal property, wherever situated;

(14.) subject to Section .113 and other provisions of this Ordinance, to sell, convey,

lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, or create

a security interest in any of its property or an interest in its property, wherever

situated;

(15.) to purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote,

employ, sell, lend, lease, mortgage, exchange, transfer or otherwise dispose of,

pledge, use and otherwise deal in and with, bonds and other obligations, shares or

other securities or interests issued by others, whether engaged in similar or different

business, governmental, or other activities, including banking corporations and trust

companies;

(16.) to employ contractors, consultants, attorneys and accountants;

(17.) to employ, discipline and discharge employees and establish personnel policies and

terms and conditions of employment;

(18.) to undertake and carry out studies and analysis of existing and potential Licensed

Gaming Establishments and Other Businesses;

(19.) to establish procedures for resolving disputes between the Gaming public and the

Licensed Gaming Establishment or any management or other contractor;

(20.) to purchase insurance from any stock or mutual company for any property or

against any risk or hazards;

(21.) to establish and maintain such bank accounts as may be necessary or convenient;

(22.) to participate with others in any corporation, partnership, limited partnership,

limited liability company, or other association of any kind, or in any transaction,

undertaking, or agreement which the participating Authority would have power to

conduct by itself,

(2 3.) to allow the Authority to sue and be sued in its own name as an agency of the Tribe,

upon any contract, claim or obligation arising out of its activities under this

Ordinance and to agree by contract to waive any of its immunity from suit;

(24.) to consent to the exercise ofjurisdiction over any suit or over the Authority by the

State Courts of California or any other state, the federal courts, the tribal courts of

the Tribe or any other Indian tribe, or the courts of any United States territory or

foreign jurisdiction, or to arbitration or alternative dispute resolution;

(25.) to take such further actions as are commonly engaged in by public bodies of the

character of the Authority, the Management Board may deem necessary, desirable

or convenient to effectuate any or all of the purposes for which the Authority is

organized; and
(26.) to enjoy the sovereign immunity of the Tribe to the same extent as the Tribe.

(e) The Authority may, by contract or other instrument approved by the Management

Board,

(1.) agree to limitations upon the activities in which the Authority shall engage, in

which event so long as such agreement is effective the Authority shall comply with

such limitations; and

(2.) agree that contracts or other actions involving the Tribe or other parties related to

the Tribe or the Authority must be approved by an advisory committee established

by the Management Board, in which event, so long as such agreement is effective,

the Authority shall not have the power or authority to enter into any contract or

perform any act to which such agreement is applicable, unless the same is approved

by such advisory committee, notwithstanding any other provision ofthis Ordinance.

.114 Obligations

(a) The Authority may obtain financing and issue Obligations from time to time in its

discretion for any of its purposes and may also refinance and issue refunding obligations for the

purpose of paying or retiring Obligations as it may determine, including Obligations on which the

principal and interest are payable:

(1.) exclusively from the income and revenues of the Licensed Gaming Establishment

andlor Other Businesses financed with the proceeds of such Obligations, or with

such income and revenues together with a grant or subsidy from the Federal, state

or Tribal government in aid of such establishment or development;

(2.) exclusively from the income and revenues of certain designated Licensed Gaming

Establishments and/or Other Businesses whether or not they were financed in whole

or in part with the proceeds of such obligations; or

(3.) from its revenues generally.

Any such Obligations may be additionally secured by a pledge of any revenues of or any other

property of the Authority.

(b) Neither the members of the Management Board nor any person executing the

Obligations shall be liable personally on the Obligations by reason of issuance thereof.

(c) The Obligations ofthe Authority shall not be a debt ofthe Tribe and the Obligations

shall so state on their face.

(d) Obligations shall be issued and sold in the following manner:

(1.) Obligations of the Authority shall be authorized by a resoJution adopted by the vote

of a majority of all of the members of the Authority and may be issued in one or

more series.

(2.) The Obligations shall bear such dates, mature at such times, bear interest at such

rates, be in such denominations, be in such form, either couponed or registered,

carry such conversion and registration privileges, have such rank or priority, be
executed in such manner, be payable in such medium of payment and at such

places, and be subject to such terms of redemption, with or without premium, as

such resolution may provide.

(3.) The Obligations may be sold at public or private sale at such price or prices as the

authorizing resolution may provide.

(4.) In the case of members of the Management Board whose signatures appear on any

of the Obligations cease to be members before the delivery of such Obligations, the

signatures shall, nevertheless, be valid and sufficient for all purposes, the same as

if the members had remained in office until delivery.

(e) Obligations of the Authority may be in negotiable form.

(f) In connection with the issuance of Obligations and to secure the payment of such

Obligations, the Authority, subject to the limitations in this Ordinance, may:

(1.) Pledge all or any part of the gross fees or revenues of the Authority to which its

rights then exist or may thereafter come into existence;

(2.) Provide for the powers and duties ofObligees and limit their liabilities; and provide

the terms and conditions on which such Obligees may enforce any covenant or

rights securing or relating to the Obligations;

(3.) Covenant against pledging all or any part of the fees and revenues of the Authority

or against mortgaging any or all of the real or personal property of the Authority to

which its title or right then exists or may thereafter come into existence or

permitting or suffering any lien on such revenues or property;

(4.) Covenant with respect to limitations on the right of the Authority to sell, lease or

otherwise dispose of any Licensed Gaming Establishment or Other Business or any

part thereof;

(5.) Covenant as to what other or additional debts or obligations may be incurred by it;

(6.) Covenant as to the Obligations to be issued and as to the issuance of such

Obligations in escrow or otherwise, and as to the use and disposition of the

proceeds thereof~

(7.) Provide for the replacement of lost, destroyed or mutilated Obligations;

(8.) Covenant against extending time for the payment of its Obligations or interest

thereon;

(9.) Redeem the Obligations and covenant for their redemption and provide for the

terms and conditions thereof;

(10.) Covenant concerning any fees to be charged in the operation of a Licensed Gaming

Establishment or Other Businesses, the amount to be raised each year or other

period of time by such fees and other revenues, and as to the use and disposition to

be made thereof;
(11.) Create or authorize the creation of special funds for monies held for construction,

development or operating costs, debt service, reserve or other purposes, and

covenant as to the use and disposition of the monies held in such funds;

(:12.) Prescribe the procedure, if any, by which the terms of any contract with holders of

Obligations may be amended or abrogated, the proportion of outstanding

Obligations the holders of which must consent thereto, and the manner in which

such consent may be given;

(13.) Covenant as to the use, maintenance and replacement of the real and personal

property of the Authority, the insurance to be carried thereon and the use and

disposition of insurance proceeds;

(14.) Covenant as to the rights, liabilities, powers and duties arising upon the breach by

it of any covenant, condition or obligation;

(15.) Covenant and prescribe as to events ofdefault and terms and conditions upon which

any or all of its Obligations become or may be declared due before maturity, and

as to the terms and conditions upon which such declaration and its consequences

may be waived;

(16.) Vest in any Obligees or any proportion of them the right to enforce the payment of

Obligations or any covenant securing or relating to the Obligations;

(17.) Exercise all or a part or a combination of the powers granted in this section;

(18.) Make covenants other than and in addition to the covenants expressly authorized

in this section, of like or different character;

(19.) Make any covenants and do any acts and things necessary or convenient or

desirable in order to secure its Obligations, or, in the absolute discretion of the

Authority, tending to make the Obligations more marketable although the

covenants, acts or things are not enumerated in this section;

(20.) Pledge, mortgage or grant a security interest in all or any part of the assets of the

Authority;

(21.) Waive, conditionally or unconditionally, the sovereign immunity of the Authority,

provided that the Authority shall not have any power to waive any of the privileges

or immunities of the Tribe, or to grant or purport to grant any right, lien or interest

in any of the assets of the Tribe.

.115 Reports of the Authority

(a) The Management Board shall prepare and submit to the General Council within

thirty (30) days after the close of each quarter a quarterly report, signed by the Chairperson,

showing:

(1.) a summary of the quarters activities;

(2.) the financial condition of the Authority and of each Licensed Gaming

Establishment and Other Business;
(3.) any significant problems and accomplishments;

(4.) plans for the following quarter; and

(5.) such other information as the Management Board or the General Council deems

pertinent.

(b) The Management Board shall prepare and submit to the General Council within

forty five (45) days after the close of each fiscal year an annual report, signed by the Chairperson,

showing:

(1.) a summary of the years activities;

(2.) the complete financial condition of the Authority and of each Licensed Gaming

Establishment and Other Businesses including a detailed report outlining the

operations of the Authority and of each Licensed Gaming Establishment and Other

Businesses;

(3.) any significant problems and accomplishments;

(4.) plans for the following year; and

(5.) such other information as the Management or the General Council deems pertinent.

.116 Finances and Accounting

(a) The fiscal year of the Authority shall be the fiscal year of the Tribe.

(b) The quarters for Authority reporting purposes shall be as follows: October 1 through

December31; January 1 through March 31; April 1 through June 30; and July 1 through September

30.

(c) The Management Board shall establish and install an accounting system (1) in

conformity with accounting principles generally accepted in the Indian gaming industry, and (2)

necessary and advisable, in the reasonable discretion of the Management Board, in order to manage

the assets of the Authority and the Gaming assets of the Tribe. Such accounting system shall insure

the availability of information as may be necessary to comply with Federal, State and Tribal

regulatory requirements.

(d) The accounts and records ofthe Authority shall be audited at the close ofeach fiscal

year in accordance with the provisions ofthe IGRA and the regulations of the NIGC. Copies of such

audit reports shall be furnished to the Executive Committee.

(e) The books, records and property of the Authority shall be available for inspection

at all reasonable times by authorized representatives of the Tribe, and upon notice to the Executive

Committee, by representatives of the Secretary of the Interior of the United States of America.

.117 Indemnification of Officers, Employees and Board Members of the Authority

The Authority shall indemnif~ any officer, employee or member of the Management Board of the

Authority, any former officer, employee or member of the Management Board of the Authority, and any
person who may have served at its request as an officer, employee or member of the Management Board of

the Authority, against reasonable expenses actually and necessarily incurred by that person in connection

with the defense of any action, suit or proceeding in which that person is made a party by reason of being,

or having been such officer, employee or member of the Management Board of the Authority except in

relation to matters as to which that person shall be adjudged in such action, suit or proceeding to be liable

for gross negligence or intentional misconduct in the performance of duty; or except in relation to matters

in which such employee was acting beyond the scope of their employment. The Authority shall also

reimburse any officer, employee or member of the Management Board of the Authority reasonable costs of

settlements ofany such action, suit or proceeding if it shall be found by a majority of the Management Board

of the Authority other than the members of the Management Board involved in the matter in controversy

(whether or not a quorum exists), that it is in the best interest of the Authority and the Tribe that such

settlement be made and that such officer, employee or member of the Management Board of the Authority

was not guilty of gross negligence or intentional misconduct, or acting beyond the scope of their

employment. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other

rights which such officer, employee or member of the Management Board of the Authority may be entitled

to receive.

.118 Personal Interest

During his or her tenure and one year thereafter, no officer or employee of the Authority, or any

member of the Management Board, or any other public official who exercises any responsibilities or

functions with respect to a Licensed Gaming Establishment or Other Business shall voluntarily acquire any

interest, direct or indirect, in any Licensed Gaming Establishment or Other Business or in any property

included or planned to be included in a Licensed Gaming Establishment or Other Business, or in any contract

or proposed contract relating to any Licensed Gaming Establishment or Other Business. If any member of

the Management Board, officer or employee of the Authority involuntarily acquires any such interest, or

voluntarily or involuntarily, acquired any such interest prior to appointment or employment as a board

member, officer or employee, the board member, officer or employee, in any such event, shall immediately

disclose his or her interest in writing to the Authority, such disclosure shall be entered in the minutes of the

Authority, and such member of the Management Board, officer or employee shall have sixty (60) days to

dispose of such interest. In the interim, the member of the Management Board, officer or employee shall

not participate in any action by the Authority relating to the property or contract in which he or she has any

such interest. This section shall not be applicable to the acquisition of any interest in Obligations of the

Authority issued in connection with any Licensed Gaming Establishment or Other Business, or to the

execution of agreements by banking institutions for the deposit or handling of funds in connection with any

Licensed Gaming Establishment or Other Business or to act as trustee under any trust indenture, or to utility

services the rates for which are fixed or controlled by a governmental agency, or to membership on the

Management Board of the Authority as provided in this Ordinance. The Management Board may, by

resolution, waive any of theprovisions of this Section.

.119 Bond

The Management Board, on behalf of and in the name of the Authority, shall obtain or provide for

the obtaining of adequate fidelity bond coverage of its officers, agents, or employees handling cash or

authorized to sign checks or certify vouchers.

.120 Judgment Proof Property

All property including funds acquired or held by the Authority pursuant to this Ordinance shall be

exempt from levy and sale by virtue of an execution, and no execution or other judicial process shall issue

against the same nor shall any judgment against the Authority be a charge or lien upon such property.

However, the provisions of this Section shall not apply to or limit the right of lenders or Obligees to pursue

any remedies for the enforcement of any guarantee, pledge or lien given by the Authority on its fees or
revenues, nor to any waiver of immunity specifically subjecting Authority property to levy, execution or

judicial process which is contained in a contract and approved by resolution of the Management Board as

provided in this Ordinance.