COMPROMISE AND SETTLEMENT AGREEMENT

Transcription

1 COMPROMISE PORT SUSAN CAMPING CLUB AND SETTLEMENT TULALIP TRIBES OF WASHINGTON AGREEMENT June 14, 1996

2 THE TULALIP TRIBES Resolution No Port Susan Camping Club Amendments WHEREAS the Board of Directors is the governing body of the Tulalip Tribes under the Constitution and Bylaws of the Tribe approved by the United States Commissioner of Indian Affairs and the Secretary of the Interior on January 24, 1936, pursuant to the Act of June 18, 1934 (48 Stat. 984, 25 U.S.C. 476); and WHEREAS the Board of Directors of the Tulalip Tribes has authority under Tulalip Tribal law to review and approve any amendments to the Bylaws of the Port Susan Camping Club, and; WHEREAS the Board of Directors of the Port Susan Camping Club has petitioned the Tulalip Board of Directors for amendments to Article III Section 1(g) and Article VI Section 3 of the said Bylaws. NOW THEREFORE BE IT RESOLVED that the proposed amendment to Article III Section 1(g) of the said Bylaws is hereby approved and amended to read: Club members shall pay a membership enrollment fee and annual dues. Annual dues must be paid within thirty (30) days after the annual membership meeting. Annual dues may be increased or decreased as provided in Article V, Section 2 of the Bylaws. A member in good standing shall be entitled to all privileges of the Club, to use its property, and shall be entitled to hold office, except as provided in Article VI, Section 3 of these Bylaws, and to vote and participate in all of the meetings of the members of the Club. BE IT FURTHER RESOLVED that the proposed amendment to Article VI Section 3 is hereby approved and amended to read: Each Board member, except as provided in Section 6 below, shall be a member in good standing. A Board member or spouse or domestic partner shall not, other than their membership contract with the Club or as a Board member, be an employee of the Club, nor shall a Board member have an ownership interest, whether direct or indirect, in any entity, firm or company which engages in business with the Club. In the event a director ceases to be a member, he or she shall cease to be a director and his or her office shall thereupon become vacant. ADOPTED by the Board of Directors of the Tulalip Tribes of Washington at a regular meeting assembled on the 3 rd of March, 2001, with a quorum present by a vote of 6 for and 0 against. Port Susan Amendment Resolution Page 1 of 2

3 THE TULALIP TRIBES OF WASHINGTON Stanley G. Jones, Sr., Chairman ATTEST: Marie Zackuse, Secretary Port Susan Amendment Resolution Page 2 of 2

4 RESOLUTION No WHEREAS, the Port Susan Camping Club, Inc., acting through its Board of Directors, having resolved on April 29, 1996, by a unanimous vote of the Board of Directors of the Port Susan Camping Club in special meeting assembled with a quorum present, evidenced by Resolution No , to approve settlement of litigation in Port Susan Camping Club, Inc., et al., v. United States Department of the Interior, et al., United States District Court for the Western District of Washington, Cause No. C Z, and accepting the settlement between the Port Susan Camping Club and the Tulalip Tribes of Washington, on certain other points, as reflected in the mediated eight points and in that certain agreement entitled Compromise and Settlement Agreement, with exhibits; WHEREAS, the Tulalip Tribes of Washington, having requested certain minor amendments to the form of the settlement documents and implementing agreements previously approved by the Port Susan Board of Directors, by Resolution No ; WHEREAS, the Port Susan Board of Directors, having reviewed the proposed minor amendments, which are incorporated in its counsel s letter of June 6, 1996, annexed hereto as Exhibit 1; NOW THEREFORE, it is hereby resolved that the settlement between the Port Susan Camping Club and the Tulalip Tribes of Washington, as reflected in the mediated eight points and in that certain agreement entitled Compromise and Settlement Agreement, with exhibits, annexed as Exhibit 1 of Resolution No , and -1-

5 by reference made a part of this resolution, is hereby approved and accepted; IT IS HEREBY FURTHER RESOLVED that the form of that certain agreement entitled Compromise and Settlement Agreement, dated April 27, 1996, is approved with those certain minor amendments specified in Exhibit 1 to this resolution, and that the Port Susan Camping Club s Vice President and Secretary are each authorized to execute the same, as amended, pursuant to this resolution, on behalf of the Port Susan Camping Club and its Board of Directors; IT IS HEREBY FURTHER RESOLVED that this action and approval is subject to and conditioned upon the Tulalip Tribes of Washington Board of Directors promulgating and approving a tribal resolution approving settlement, form of settlement documents and authorizing execution of the settlement documents, on the identical terms and conditions and in the form as contained in Exhibit 1 hereto, to Resolution No , with those minor additional amendments and points of agreement reflected in this resolution, Exhibit 1 hereto. IT IS FURTHER RESOLVED that this action and approval is subject to and conditioned upon the United States District Court s entry of an order dismissing the litigation captioned Port Susan Camping Club, Inc., et al., v. United States Department of the Interior, et al., United States District Court for the Western District of Washington, Cause No. C Z - 2 -

6 Without prejudice, without attorney s fees or cost to any party thereto. The foregoing resolution was enacted this 11 th day of June, 1996, by a vote of the Board of Directors of the Port Susan Camping /Club in special meeting assembled with a quorum present by a vote of five (5) for and zero (0) against. PORT SUSAN CAMPING CLUB BOARD OF DIRECTORS By Olive M. Mott Its Vice President By Allen B. Windley (6/23/06) Its Secretary -3-

7 RESOLUTION NO WHEREAS, the Port Susan Camping Club, Inc., acting through its Board of Directors, resolved to file a lawsuit captioned Port Susan Camping Club, Inc., et al., v. United States Department of the Interior, et al., United States District Court for the Western District of Washington, Cause No. C Z, contesting a tribal resolution adopted by the Tulalip Tribes of Washington, dated December 15, 1989, with attached findings of fact, conclusions and orders, pursuant to Tribal Ordinance No. 69 suspending all powers and authority of the Port Susan Board of Directors to manage Port Susan s affairs and appointing a receiver for Port Susan with instructions to manage the affairs of the Port Susan Camping Club, including authority to propose and adopt amendments to Port Susan s Corporate Charter and Bylaws and to implement other remedial measures required to remedy alleged violations of the Club s Charter and Bylaws, as found by the appointed receiver; WHEREAS, on October 5, 1990, the United States District Court in Cause No. C Z determined it had jurisdiction to review the validity of Tribal Ordinance No. 69, and held the ordinance invalid for want of prior review by the Secretary of the Interior as required by the Tulalip Tribes Constitution; WHEREAS, by supplemental order of the United States District Court, Port Susan and the Tulalip Tribes entered into mediation on June 3, 1992, with the intent to address both the resolution -1-

8 of the litigation filed in Cause No. C Z, as well as certain unlitigated matters affecting Port Susan s management of the properties comprising the Port Susan Camping Club s grounds, the exercise of camping privileges afforded Port Susan and its members, and other matters affecting the relationship between Port Susan and the Tulalip Tribes; WHEREAS, the mediation resulted in an eight point agreement in principal between Port Susan and the Tulalip Tribes, acting through the duly appointed Port Susan Negotiating Committee and the Tribal Negotiating Team, dated September , which was subsequently approved by the Tulalip Tribes of Washington and the Port Susan Board of Directors; WHEREAS, the Port Susan Board of Directors having conducted two separate advisory votes requesting whether the membership wished it to accept the eight mediation points, and to otherwise continue to negotiate and resolve outstanding issues with the Tulalip Tribes, which advisory votes were over-whelmingly in the affirmative; WHEREAS, the Port Susan Board of Directors, acting through a committee of its members, working in conjunction with the previously appointed Negotiating Committee, having further met with Tulalip Tribal officials, and having further negotiated a final settlement agreement, encompassing both resolution of and dismissal of United States District Court Cause No. C Z, as -2-

9 well as non-litigated matters affecting the management of the Port Susan properties, the exercise of camping privileges afforded Port Susan and its members, and other matters affecting the relationship between Port Susan and the Tulalip Tribes; WHEREAS, the Port Susan Board of Directors, the Negotiating Committee, and staff, having further negotiated and prepared appropriate documents to memorialize the understandings between the Port Susan Camping Club and the Tulalip Tribes of Washington, including review and approval of the form of said documents by Port Susan s retained legal counsel, William, Kastner & Gibbs LLP; WHEREAS, the Port Susan Board of Directors, and Negotiating Committee, having further negotiated the terms and conditions, and form, of certain implementing agreements required to implement the understandings and agreements between Port Susan and the Tulalip Tribes, including negotiation of a replacement to the prior TERO Compliance Plan and Contract, between Port Susan and the Tulalip Tribes, dated November 27, 1984; WHEREAS, the Port Susan Board of Directors, having acted to revise the Club s by-laws to reflect the terms of the agreement between itself and the Tulalip Tribes, and having submitted the revised bylaws to the Tulalip Tribes on August 4, 1995, for its review and approval; -3-

10 WHEREAS, the Port Susan Board of Directors, having further revised the Club s rules and regulations to reflect the agreement between itself and the Tulalip Tribes of Washington, as well as the Club s revised bylaws, and having submitted the revised rules and regulations to the Tulalip Tribes on August 4, 1995 for its review; WHEREAS, Port Susan having conducted certain additional surveys and inspections, in cooperation with the Tulalip Tribes, relating to previously constructed facilities installed by Roberts Construction, the tribe s agent for development of Port Susan, and determining that such developments and improvements are not Port Susan s responsibility and do not have to be removed; WHEREAS, Port Susan staff having conducted a survey and inspection of structures constructed pursuant to previous building codes, and having deemed and assured that all structures located within the Club s ground as of the date of adoption of this resolution are in compliance with and permitted by the previously adopted 1985 building code or any other code applicable at the time of construction and are deemed approved and permissible structures by the Tulalip Tribes and grandfathered as conforming uses under any building code promulgated after the date of this Resolution by Port Susan, or well as under the agreement between the Tulalip Tribes and Port Susan; NOW, THEREFORE, -4-

11 IT IS HEREBY RESOLVED that the settlement between the Port Susan Camping Club and the Tulalip Tribes of Washington, as reflected in the mediated eight points and in that certain agreement entitled Compromise and Settlement Agreement, with exhibits, annexed hereto as Exhibit 1 and by reference made a part of this Resolution, is hereby APPROVED AND ACCEPTED; IT IS FURTHER RESOLVED that the form of that certain agreement entitled Compromise and Settlement Agreement, Exhibit 1 hereto, is APPROVED and that Port Susan Camping Club s Vice President and Secretary are authorized to execute the same, on behalf of the Port Susan Camping Club and its Board of Directors, and the Port Susan manager and staff are directed to take all necessary steps within their authority to implement the same; IT IS FURTHER RESOLVED that this action and approval is SUBJECT TO AND CONDITIONED upon the Tulalip Tribes of Washington Board of Directors promulgating and approving a tribal resolution approving settlement, form of settlement documents and authorizing execution of the settlement documents, on the identical terms and conditions and in the form as contained hereto, Exhibit 1, -5-

12 IT IS FURTHER RESOLVED that this action and approval is SUBJECT TO AND CONDITIONED upon the United States District Court s entry of an order dismissing the litigation captioned Port Susan Camping Club, Inc., et at., v. United States Department of the Interior, et al., United States District Court for the Western District of Washington, Cause No. C Z, without prejudice, without attorneys fees or costs to any party thereto. The foregoing RESOLUTION was enacted this 29 th day of April, 1996, by a vote of the Board of Directors of the Port Susan Camping Club in special meeting assembled with a quorum present by s vote of 7 for and 0 against. ATTEST: Allen B. Windley Secretary, its Secretary -6-

13 TULALIP TRIBES OF WASHINGTON RESOLUTION NO BE IT RESOLVED by the Board of Directors of the TULALIP TRIBES OF WASHINGTON, pursuant to its Constitution, Article VI, Section 1(1), (m) and (s), that: 1. The Compromise and Settlement Agreement dated June 14, 1996 ( Agreement ) executed by the Port Susan Camping Club by its Vice-President and Secretary, and the Tulalip Tribes of Washington by its Chairman, is hereby confirmed, ratified and affirmed, together with all the provisions and exhibits thereof. 2. The Tulalip Liquor Commission is hereby requested, and it is the recommendation of the Tulalip Tribes Board of Directors, that to the extent allowed by and in conformity with Ordinance No. 42, said Commission issue a blanket liquor permit(s) to the Port Susan Camping Club allowing one banquet liquor permit per month, without accumulation, subject to reinspection for compliance with applicable laws, and that any additional such banquet liquor permit licenses be made available on a case-by-case basis. 3. The TERO (Ordinance No. 60) Compliance Plan and Contract between the Tulalip Tribes of Washington and the Port Susan Camping Club, Inc. dated June 14, 1996, with the deletion therein of the text Section 18. Terms of the Agreement, and the substitution therefore of the following language, to wit: 18. Terms of this Agreement: The duration or term of this Compliance Plan and Contract shall be from the date of execution below until May 16, This Agreement shall be binding upon all successor transferees, subleasee and/or assigns of the Port Susan Camping Club, Inc.; is confirmed, ratified and affirmed. 4. The Tribes General Legal Counsel be, and the same hereby is directed to forthwith and expeditiously cause, in cooperation with the legal counsel for the Port Susan Camping Club and the United States Department of Interior, the approval of the Agreement and dismissal without prejudice of the litigation between the parties to the Agreement and litigation, United States District Court, Western District of Washington at Seattle, C Z. -1-

14 5. The May 4, 1996 Port Susan Camping Club Bylaws, as amended thereby (Agreement Exhibit 5 ), and Port Susan Camping Club Rules and Regulations, amended July 15, 1995 (Agreement Exhibit 6 ) are hereby approved pursuant to Article XV, Section 1 of the Bylaws of Port Susan Camping Club. 6. Donald Hatch, Jr. is hereby designated as a member of the Port Susan Camping Club Board of Directors pursuant to Article VI, Section 6 of the Port Susan Camping Club Bylaws, as amended, pursuant to the Agreement. ADOPTED at a regular/special meeting of the Tulalip Tribes Board of Directors on the 20 day of August, 1996, with a quorum present by a vote of 6 for and 0 against. THE TULALIP TRIBES OF WASHINGTON ATTEST: By Stanley G. Jones, Sr. Stanley G. Jones, Sr., Chairman Dawn E. Simpson Dawn E. Simpson, Secretary -2-

15 IT IS FURTHER RESOLVED that this action and approval is SUBJECT TO AND CONDITIONED upon the United States District Court s entry of an order dismissing the litigation captioned Port Susan Camping Club, Inc., et al., v. United States Department of the Interior, et al., United States District Court for the Western District of Washington, Cause No. C Z, without prejudice, without attorneys fee or costs to any party thereto. The foregoing RESOLUTION was enacted this 29 th day of April, 1996, by a vote of the Board of Directors of the Port Susan Camping Club in special meeting assembled with a quorum present by a vote of 7 for and 0 against. ATTEST: Allen B. Windley Secretary, its Secretary

16 1. Port Susan Camping Club Charter CORPORATE CHARTER OF PORT SUSAN CAMPING CLUB, A CORPORATION, AND AUTHORITY OF THE TULALIP TRIBES OF WASHINGTON WHEREAS, the TULALIP TRIBES of the Tulalip Indian Reservation in Washington is a Recognized Indian Tribe organized under a Constitution and Bylaws, ratified by it on November 25, 1935, and approved by the Secretary of the Interior on January 24, 1936, pursuant to Section 16 of the Indian Reorganization Act of June 18, 1934 (48 Stat. 984); and WHEREAS, by its Resolution No , the creation of a tribal land development and management authority in corporate form for the following described real property situated in Snohomish County, Washington, was authorized, to-wit: (SEE attached Exhibit A which, by this reference is incorporated herein as though set forth in full) NOW, THEREFORE, by virtue of authority conferred upon the Tulalip Tribes of Washington in Article VI, Sections 1 (m) and (s) of its Constitution and Bylaws and its inherent sovereign powers as an Indian Tribe, there is hereby chartered and created a Tribal Authority as follows: ARTICLE 1 Corporate Existence and Purpose In order to further the economic development of the above described tribal lands of the Tulalip Tribes of the Tulalip Indian Reservation in Washington and to manage, regulate and administer the uses thereof, as well as to provide for the proper exercise of various land management functions heretofore performed by the Tulalip Tribes of Washington in regards to said described lands, there is hereby chartered as a body politic and corporate of the Tulalip Tribes of Washington an authority and corporation under the corporate name of Port Susan Camping Club. 1 CORPORATE CHARTER

17 ARTICLE II. Duration The PORT SUSAN CAMPING CLUB, as a tribal corporation, shall exist for a period of seventy-five (75) years from the date hereof. ARTICLE III. Section 1: Membership shall be limited to 3,000 memberships at one time, and each member shall, during the period such membership is in good standing, be entitled to the use of a campsite on the above described lands as assigned to such one by the corporate Board of Directors. Section 2: Membership herein is transferable or assignable, subject to approval of the Board of Directors, which approval shall not be unreasonably withheld and pursuant to the requirements of the corporate By-laws. Section 3: Transfer or assignment of a membership will not relieve a purchasing member of liability for any unpaid membership enrollment fee or dues. *Section 4: All members are subject to the corporate Bylaws and any membership can be terminated or expelled pursuant to the terms and conditions thereof. *Section 5: Membership shall not vest in any member a proprietary right, title or interest of any kind or nature, legal or equitable, in the above described tribal property, but, to the contrary, only a privilege and use as a member in good standing of the corporation subject to the provisions of this Charter, and corporate Bylaws. Section 6: Membership shall be evidenced by a certificate specifically assigning to the member a campsite by number. 2 - CORPORATE CHARTER

18 ARTICLE IV Delegated Power Section 1: The powers and authority hereby conferred upon this corporation are delegated to it by the Tulalip Tribes of Washington and the exercise thereof is, at all times, subject to review by said Tribes, which right of review of action taken is hereby expressly reserved. Section 2: Said powers are hereby delegated to be used and exercised solely upon and in relation to the real property above described and its development, and shall be exercised strictly in accordance with any contracts or commitments concerning the same made and executed by the Tulalip Tribes of Washington, either now or hereafter. Section 3: Nothing herein shall be construed to in any way impair the tribal ownership of said described lands as unalloted tribal property; nor shall said property or any other tribal property or assets be subject to any corporate debt or liability; nor shall the grant or exercise of the powers herein delegated be deemed a consent by said TRIBE to be sued or to the levy of any judgment, lien or attachment upon tribal property, including the real property described other than income there from, corporate dues, or chattels specially pledged or assigned; nor a waiver of tribal sovereign immunity. ARTICLE V Corporate Powers This corporation and authority shall have the following corporate powers: (a) To adopt, use and alter a corporate seal; (b) (c) To adopt, alter and amend Bylaws provided nothing therein contained shall be contrary to or inconsistent with the terms and conditions of this Charter; To hold, operate, manage, develop and administer the lands above described to the same extent as if it were the Tulalip Tribes of the Tulalip Indian Reservation of Washington, subject to the limitation that is has no power to sell, 3 CORPORATE CHARTER

19 Mortgage, lease or give or grant any right, title or interest therein, and further subject to any restriction contained in the Constitution and laws of the United State or the Constitution and By-laws of said TRIBE; (d) (e) (f) To operate and administer a camping club of individual members; To enter into contracts of any nature and description to carry out the purposes and powers hereby granted and as herein limited and restricted, and to perform contracts made with others by The Tulalip Tribes of Washington; and All powers herein delegated shall extend to and apply solely to the real property above described, and no other tribal lands whatsoever. ARTICLE VI. Non-Profit Status Section 1: Subject to the foregoing limitations, restrictions and disclaimers, this corporation and authority shall operate in the manner of State of Washington non-profit corporations and the provisions of Chapter 24.03, Revised Code of Washington, as now enacted or hereafter amended, where not inconsistent with the terms and conditions of this Charter, shall apply and be applicable as to management, voting, membership, Bylaws, dissolution, expulsion and related corporate matters. Section 2: The corporation and authority shall not be operated for profit and no distribution of profits shall ever be made to its members. ARTICLE VII. Registered Office and Agent The address of the registered office of the Corporation shall be: Warm Beach Road, Marysville, Washington; its registered agent shall be JOHN ROBERTS, whose address is 3723 Hoyt, Everett, Washington. 4 - CORPORATE CHARTER

20 ARTICLE VIII Beginning Directors and Term of Office Section 1: Section 2: Section 3: The number of Directors and the condition, qualifications and terms of office shall be fixed by the Bylaws of the Corporation. The beginning Directors who shall hold office for such period of time as fixed by the Bylaws are the duly qualified, elected and acting Directors of the Tulalip Tribes of Washington established in accordance with its Constitution and Bylaws. The powers of the Corporation shall be exercised by and through its Board of Directors as limited and fixed by the Bylaws. ARTICLE IX Officers The beginning officers of the Corporation who shall exercise such duties and responsibities as fixed by the Bylaws are: President George S. Williams Address: Vice President John Roberts Address 3723 Hoyt Everett, WA Secretary Jerald Hall Address 3723 Hoyt Everett, WA Treasurer Jerald Hall Address 3723 Hoyt Everett, WA CORPORATE CHARTER

21 ARTICLE X. Dissolution Upon dissolution of this Corporation or the end of its chartered period of existence, the net assets thereof shall be distributed to the Tulalip Tribes of Washington. CERTIFICATION: Pursuant to Resolution No of the Tulalip Tribes of the Tulalip Indian Reservation and Article VI, Sections 1 (m) and (s) of its Constitution and Bylaws, the foregoing Charter of Incorporation was approved, confirmed and promulgated the 17 th day of May, 1977, by vote of the Board of Directors of said Tribe at a special meeting assembled with a quorum present. George S. Williams CHAIRMAN ATTEST: Dawn E. Simpson Secretary (Seal) 6 CORPORATE CHARTER

22 RESOLUTION NO WHEREAS, ROBERTS CONSTRUCTION COMPANY is the owner of the Following described real property located within the exterior boundaries of the TULALIP INDIAN RESERVATION, Snohomish County, Washington, to-wit: (SEE attached Exhibit A, which by this reference is incorporated herein as though set forth in full), WHEREAS, said COMPANY desires to transfer its title subject to encumbrance to the TULALIP TRIBE developing said lands through a Management and Development Contract with said COMPANY as a recreational facility designed as a camping club having membership privileges in lieu of an interest in real property being vested in such members; and WHEREAS, the plan, specifications, designs and organizational structure of such a camping club have been reviewed in detail by the tribal Board of Directors who approve of the same as a feasible and economically beneficial use and scheme of management of said real property as tribal land; and WHEREAS, the administration, operation and regulation of the use of said real property as a membership camping club with the requirement of marketing the sale of membership, the construction of improvements and the perpetuation of club existence and continuity requires intensive, constant and continual attention and management beyond the capacity of this Board of Directors to supervise in detail; and 1 RESOLUTION

23 WHEREAS, the present value of said real property is in excess ONE MILLION DOLLARS ($1,000,000.00), and the improvements to be constructed thereon pursuant to plans, specifications and design set forth in the Roberts Construction Company Management and Development as well as bring to the TRIBE additional income of substantial nature; all of such being without cost to the TRIBE; and WHEREAS, the sale of memberships in the recreational membership camping club as proposed is reasonably calculated to be successful and, when successful, will pay off and satisfy the encumbrance upon the title of said real property within ten (10) years; and WHEREAS, the TRIBE is not obligated to pay the debt for which said encumbrance was given as security and thus can suffer no monetary loss; and WHEREAS, the TRIBE will further, eventually, secure fee title unencumbered to approximately 100 acres to the West of the described property which, in the opinion of the Board of Directors, is strategically located waterfront property adjacent to and providing access to tribal tidelands, NOW, THEREFORE, BE AND IT IS HEREBY RESOLVED that the Management and Development Contract with ROBERTS CONSTRUCTION COMPANY is hereby ratified, approved and confirmed, together with the plan, design and specifications attached thereto IT IS FURTHER RESOLVED that said described real property shall be and hereby is accepted in fee simple title subject to encumbrance and shall thereafter be held and used as tribal land. IT IS FURTHER RESOLVED that the Articles of Incorporation and Bylaws of the camping club having the name of PORT SUSAN CAMPING CLUB are approved and confirmed and by these presents said Club is hereby chartered and franchised 2 RESOLUTION

24 and given corporate existence pursuant to authority vested in this Board of Directors by Article VI, Section 1 (m) of the Constitution and Bylaws of the Tulalip Tribes of Washington. IT IS FURTHER RESOLVED that pursuant to Article VI, Section 1 (s) of said Constitution and Bylaws, there is hereby delegated to the PORT SUAN CAMPING CLUB the power and authority to manage the use and occupancy of said lands under and strictly in accordance with the Articles of Incorporation and Bylaws of the PORT SUSAN CAMPING CLUB and to administer the same and perform any contractual obligations imposed on said Club by the Management and Development Contract of ROBERTS CONSTRUCTION COMPANY with the Tulalip Tribes of Washington; all being to the end and purpose of creating in the PORT SUSAN CAMPING CLUB a tribal authority for the aforesaid purpose of operating a facility on tribal land. IT IS FURTHER RESOLVED that the aforesaid chartered and franchised corporation and Tribal Authority shall be, as to its act and deeds in the performance of such delegated powers, subject to the right of the Board of Directors of the Tulalip Tribes of Washington to review any action taken by virtue of such delegated power. IT IS FURTHER RESOLVED that nothing herein contained or act or deed of the PORT SUSAN CAMPING CLUB as a tribally chartered corporation or as a Tribal Authority in the exercise of the powers hereby delegated shall be deemed a waiver of the sovereign immunity of the Tulalip Tribes of Washington as an Indian Tribe or Federal instrumentality or as a consent to be sued. LASTLY, IT IS RESOLVED that said Tribal Authority and corporation shall pay to the Tulalip Tribes of Washington and there is hereby fixed an annual license fee and franchise tax in accordance with the following schedule of payments, to-wit: On December 31 st of the eleventh (11 th ) year of its corporate existence and on December 31 st of each and every year thereafter up to and including the fiftieth (50 th ) year of its existence, the sum of THREE DOLLARS ($3.00) per year per member, for the remaining twenty-five (25) years of it existence an annual sum playable on December 31 st of each year equal to FIVE DOLLARS ($5.00) for each member; PROVIDED, HOWEVER, in no event shall each annual payment be less than FIVE THOUSAND DOLLARS ($5,000.00). 3 - RESOLUTION

25 THE FOREGOING RESOLUTION was enacted this 17 th day of May, 1977, by a vote of the Board of Directors of the Tulalip Tribes of Washington in Special meeting assembled with a quorum resent by a vote of 5 for and 1 against. George S. Williams CHAIRMAN ATTEST: Dawn E. Simpson SECRETARY 4 RESOLUTION

26 MEMORANDUM Tulalip Lease Department December 19, 2003 To: Fr: Re: Ruby Lotan Leota Pablo Port Susan Camping Club The Resolution #667-16: Effective date May 17, 1977 authorizing the agreement with Port Susan for transfer of title to the Tribe for use of the property for a camp club. After the 11 th years: The agreement specified that beginning on December 31, 1987 the camp club shall begin pay the tribe: $3.00 per member for the remainder of the first 25 years December 2002 $5.00 per member for the remainder of the 25 years Expires December 31, 2027 The annual fee shall be no less than $5, Liquor License was issued to Port Susan on February 18, 1988

27 COMPROMISE AND SETTLEMENT AGREEMENT THIS AGREEMENT is made this 14 day of June, 1996, between the PORT SUSAN CAMPING CLUB ( Port Susan or the Club ), acting through its Board of Directors, on behalf of its membership, and the Tulalip Tribes of Washington (the Tribe ), acting through its Board of Directors, on behalf of its membership, hereinafter jointly referred to as the Parties. I. PURPOSE The parties enter into this Compromise and Settlement Agreement ( Agreement ) to resolve a lawsuit captioned Port Susan Camping Club, Inc., et al., v. United States Dep t of the Interior, et al., United States District Court for the Western District of Washington, Cause No. C Z (the Litigation ), and to resolve a number of other matters not in litigation but affecting the proper management of Port Susan and its relationship with the Tribe, including but not limited to those matters resulting in the December 15, 1989 Tribal Resolution and attached Findings of Fact, Conclusions and Decision appointing a receiver for Port Susan (the non-litigated matters ). This Agreement is intended to state the agreed basis for resolving all such disputes, disagreements or claims between the parties in the Litigation, as well as non-litigated matters affecting Port Susan s management of the properties comprising the Club s grounds, the exercise of camping privileges afforded Port Susan and its members by the organic documents referenced herein, and -1-

28 other matters affecting the relationship between Port Susan and the Tribe, as further specified herein. II. STATEMENT OF DISPUTE: THE LITIGATION On January 3, 1990, Port Susan, its members and directors, commenced the Litigation against the United States Department of the Interior, the Tribe and its Board of Directors and certain federal officials, departments and bureaus, seeking to invalidate Tribal Ordinance No. 69 and actions of the Tribe taken pursuant thereto including the Tribal Resolution adopted December 15, 1989, appointing a receiver to manage the affairs of Port Susan, suspending all powers and authority of the Port Susan Board of Directors to manage Port Susan s affairs, and granting authority to the receiver to propose and adopt amendments to Port Susan s Corporate Charter and By-laws and to implement remedial measures to remedy the violations found by the Tribe. On October 5, 1990, on cross-motions for summary judgment relating to the validity of Ordinance No. 69 and other issues, the United States District Court determined it had jurisdiction to review the validity of Ordinance No. 69, and held the Ordinance invalid for want of prior review by the Secretary of the Interior as required by the Tribe s Constitution. The Court then directed the Secretary of the Interior to review the Ordinance and stayed the Litigation pending that review. On December 12, 1990, after denying the Tribe s Motion for Reconsideration of the summary judgment rulings, the Court -2-

29 removed the Litigation from its active caseload until further application by the parties, or order of the Court, but retained jurisdiction. Thereafter, by letters dated January 28 and February 14, 1991, the Superintendent of the Puget Sound Agency, United States Department of the Interior, Bureau of Indian Affairs, advised the Tribe that Ordinance No. 69 was not properly before the Bureau. The Bureau declined to approve or disapprove Ordinance No. 69 until it was reenacted by the Tribe and timely submitted to the Bureau for review. The Tribe did not appeal the decision of the Superintendent or reenact Ordinance No. 69. By court order, the parties entered into mediation on June 3, The mediation addressed resolution of both the Litigation and the non-litigated matters. The mediation resulted in an 8 point agreement in principle dated September 11, 1992, which was subsequently approved by the Parties. During the process of refining and implementing the eight point agreement in principle, the agreement was modified and altered. The Parties final settlement of the Litigation and non-litigated matters is embodied in this Compromise and Settlement Agreement. This Agreement supersedes the eight point agreement in principle. -3-

30 III. STATEMENT OF OTHER MATTERS SUBJECT TO THE TERMS OF SETTLEMENT (THE NON-LITIGATED MATTERS) Port Susan Camping Club is a tribally-chartered corporation authorized by Tribal Resolution No , pursuant to the Tribe s authority to act as a federally recognized Indian tribe, organized under Section 16 of the Indian Reorganization Act. Port Susan is authorized to use and manage, for a camping club and recreational purposes, certain Tribal trust lands ( the Club s Grounds ), a legal description of which is contained in Exhibit 1. Port Susan s rights and responsibilities as to the Club s Grounds are specified in a number of agreements ( the organic documents ) including: (1) the Development and Management Agreements of February 5, 1977, authorized by Tribal Resolution No , and May 23, 1977, authorized by Tribal Resolution No ; (2) the Port Susan Corporate Charter; (3) the Port Susan Bylaws, enacted in 1977, and as amended by the Tribe effective June 24, 1978; (4) the Agreement of January 26, 1980, between Port Susan and Roberts Construction, the Tribe s developer for the Port Susan Camping Club, transferring camping club operations and management to Port Susan s Board of Directors; and (5) the Tulalip Employment Rights Ordinance ( TERO ) Compliance Plan and Contract of November 27, The interpretation and application of these organic documents, the appropriate use of the camping privileges conferred to Port Susan s members including the amount of permissible camping, the extent and nature of permissible -4-

31 Campsite structures, the concerns of the Tribe for the protection of the Club Grounds, and associated surfaces and ground waters, the use of Tribal garbage and septic services and the Tribe s administration of its liquor laws as to Port Susan, among other issues, although not directly at issue in the litigation were the subject of the Parties mediation, and are included in the terms of settlement embodied in this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, permanent residency or permanent structures within or upon any campsite is and shall remain prohibited as provided in the Port Susan revised Bylaws, Article XIII, Sections (2) and (14) and Club rules and regulations. IV. TERMS OF SETTLEMENT In consideration of the mutual covenants set forth herein, the Parties agree as follows: A. Employment/TERO: The Parties have entered into a Compliance Plan and Contract pursuant to the Tulalip Tribes of Washington Employment Rights Ordinance ( TERO ), Ordinance No. 60, to implement the terms and requirements of that Ordinance, and to replace that certain prior Compliance Plan and Contract dated November 27, A true and accurate copy of the Parties replacement TERO Agreement is annexed hereto as Exhibit 2 and by this reference made a part of this Agreement. The new TERO Agreement will govern Port Susan s employment of Native Americans, specifically Tulalip tribal members. -5-

32 B. Liquor Permit: The Tribal Liquor Commission has contemporaneously herewith issued Port Susan a blanket banquet permit, allowing Port Susan at no cost one banquet liquor permit per month, without accumulation, subject to re-inspection for compliance with applicable liquor laws. A copy of the blanket permit is annexed hereto as Exhibit 3 and by reference made part of this Agreement. Additional banquet permit licenses will be available, upon request, on a case-by-case basis. Nothing in the blanket permit or this Agreement precludes the Parties from negotiating future, less restrictive liquor permits and licenses. C. Septic/Garbage: Pursuant to the Parties eight point agreement in principle dated September 11, 1992, Port Susan agreed to enter into three to five year contracts with the Tribe, consistent with industry standards and at competitive costs, for hauling garbage from the Port Susan compactor and for pumping of the septic tanks at Port Susan. The Tribe subsequently decided it was not presently interested neither in hauling garbage nor providing septic pumping services for Port Susan. However, the Tribe wishes to reserve a right to provide garbage hauling and/or septic pumping services in the future as set forth herein. Before Port Susan enters into any contract (not to exceed one year) for the provision of garbage hauling services or septic tank pumping services for members of Port Susan, Port Susan will notify the Tribe and allow it to bid for the contract. Port Susan will provide the Tribe similar notice before a break in service or renewal of any such contract in the future, and will -6-

33 allow the Tribe to bid on the contract or renewal, provided the Tribe complies with all aspects and requirements of the bid process which will apply to all bidders, including the Tribe, on a uniform, non-discriminatory basis. If Port Susan and the Tribe enter into a contract for garbage hauling services or septic pumping services pursuant to this Agreement, Port Susan will monitor campsite usage and provide the Tribe with a list of members requiring service pursuant to previously agreed upon standards for septic tank pumping. The TERO Ordinance and Compliance Plan and contract shall not apply to the Tribe s bid, award of services or Contract for garbage hauling and/or septic services. The Tribe will deal directly with the individual members for such services. However, the cost of services will be centrally billed through the Port Susan office. D. Lake Weallup Buffer: The Parties agree that no future structures or development will be allowed within 100 feet landward from Lake Weallup. Further, Port Susan agrees that no new structures or improvements may be erected on sites that surround Lake Weallup that will extend beyond the edge of the existing constructed pad. Representatives of the Parties have inspected all sites adjoining Lake Weallup and have determined that any improvements within this setback area were installed by or are the responsibility of Roberts Construction, the Tribe s agent for development of Port Susan, and do not have to be removed or relocated. Port Susan will cooperate with Tribal representatives to monitor and ensure that no future development -7-

34 occurs within the setback area: this cooperation includes participation in follow up inspections as requested by the Tribe. E. Environmental Studies: Port Susan will contribute a sum of not more than $24, to conduct a water quality assessment of Lake Weallup as part of a U.S. Environmental Protection Agency Section 314 grant to assess water quality of the Reservation lakes, specifically, the TULALIP RESERVATION LAKE WATER QUALITY ASSESSMENT PROJECT period of 4/1/1995 to 9/30/1996. Port Susan will release these funds to the Tribe when and if the EPA grant funds are available and the Water Quality Assessment Project or similar project ( Project ) is commenced. Port Susan s agreement to the Project is expressly conditioned upon the Tribe satisfying the following three conditions: First, the Tribe will train three Port Susan staff or members as volunteers for data collection; second, the Tribe will provide Port Susan with free access to all baseline data generated by any studies or environmental investigations; and, third, the Tribe will provide Port Susan the timely opportunity for input into the preparation of any watershed management plan, or other Tribal plan or regulatory controls, if it affects Port Susan s use of water sources or enjoyment of the Club s Grounds, including Lake Weallup. The Tribe also agrees that Port Susan will have an opportunity for timely input into preparation of the (anticipated) Tulalip Water Quality Program, if that program impacts Port Susan s responsibility for or use of Lake Weallup, or the Club s Grounds. Port Susan s opportunity for input -8-

35 encompasses an opportunity for review and comment on drafts of any proposed plans or programs resulting from the Project, with good faith consideration of the same by the Tribe. In order to fund Port Susan s contribution, it has contemporaneously deposited in a joint interest-bearing account for the Parties at bank, Marysville, Washington, the sum of $24, restricted for these purposes. Any interest on said account will be refunded to Port Susan once said funds are withdrawn and used for the purposes stated herein. F. Campsite Usage/Bylaw Revisions: The Parties agree that inhabited campsite usage at Port Susan is restricted to a maximum of one hundred eighty (180) days per year, except for those campsites listed on Exhibit 4 hereto which are entitled to extended camping privileges of up to two hundred forty (240) days, subject to the limitations in the revised Port Susan Bylaws. A true and accurate copy of the revised Port Susan Bylaws, submitted for review and approval to the Tribe on May 4, 1996, and reviewed and approved by the Tribe by Resolution No o n June 14, 1996, are annexed hereto as Exhibit 5, and by reference made part of this Agreement. By approving Port Susan s revised Bylaws, the Tribe deems the Bylaws to be in conformance with this Agreement and the organic documents. Port Susan will operate pursuant to, and in compliance with, these revised Bylaws. The Parties acknowledge that the Tribe must approve any future changes to Port Susan s Bylaws. -9-

36 The Tribe has reviewed the revised Port Susan Rules and Regulations, a true and accurate copy of which are annexed hereto as Exhibit 6 and by reference made part of this agreement. The Tribe acknowledges Port Susan s revised Rules and Regulations comply with Port Susan s Bylaws, the terms of this Agreement and the organic documents. Port Susan affirms that any future changes to the Rules and Regulations will not violate or contradict the Bylaws. Port Susan acknowledges its responsibility to construct, maintain, implement and operate a system to assure membership compliance with the inhabited campsite usage restrictions made part of this Agreement and as provided in its Bylaws and Rules and Regulations. To do so, Port Susan has purchased certain equipment and established a conceptual compliance plan of operation and use monitoring system which is that specified in Exhibit 7 hereto. The Parties recognize that the conceptual system and plan described in Exhibit 7 is untested. Consequently, Port Susan has reserved the right at its sole discretion to alter or modify its compliance plan and system in order to meet the articulated standards specified herein as to maximum inhabited campsite usage. Port Susan s obligation to enforce compliance with the campsite usage restrictions specified herein is not relieved or excused because of any compliance plan or system failures or inadequacies. To ensure Port Susan s compliance with the campsite restrictions it shall commence the monitoring of campsite usage -10-

37 through the use of its computerized entrance monitoring system described in Exhibit 7. For the first two years of this Agreement, Port Susan shall submit to the Tribe on a quarterly basis a Report of Campsite Usage which will indicate the number of days of recorded usage for each campsite during the previous three months. Thereafter, reports on campsite usage will be submitted on a semiannual basis. Port Susan s compliance plan of operation and use of monitoring system will be operational and recording daily campsite usage by November, The maximum inhabited campsite usage restrictions specified herein shall, for purposes of compliance with this Agreement and the Port Susan Bylaws and Rules and Regulations, begin commencement on the Club s next fiscal year, which is May 1, To protect the environment of the Port Susan Club grounds and surrounding environment, Port Susan agrees that as of the date of implementation of the gate key card system specified herein, all member septic tanks, regardless of size, will be pumped prior to completion of 365 days of actual site usage. Actual site usage will be defined by the card system records. Thereafter, 300 gallon tanks will be pumped prior to completion of an ensuing 365 days actual site usage and larger tanks pumped prior to completion of 730 days actual site usage. G. Campsite Structures: Those structures located within the Club s Grounds now existing and permitted previously pursuant to the 1985 building code promulgated by Port Susan are deemed approved and permissible structures by the Tribe and grandfathered as conforming uses under any building code promulgated after 1985 by -11-

38 Port Susan. All of the structures that were not permitted and do not comply with the terms of the 1985 building code, or other code applicable at the time of construction have been brought into compliance. Port Susan s current building code is contained within its Rules and Regulations, Exhibit 6 hereto. Any future building code developed by Port Susan shall not be less restrictive than the provisions of Article XIII to the Port Susan Bylaws, Exhibit 5 hereto. The Tribe reserves the right to review Port Susan building codes to ensure compliance with the provisions of Port Susan s Bylaws. H. Implementation: 1. Implementing Agreements: In order to implement the terms of the settlement specified herein, the parties have entered into and executed or prepared, reviewed and/or approved the following agreements or documents, which by reference are made part hereof ( the Implementing Agreements ) : (1) replacement TERO compliance Plan and Contract dated June 14, 1996 (Exhibit 2) ; (2) revised Port Susan Bylaws adopted as of May 4, 1996 (Exhibit 5) ; (3) revised Port Susan Rules and Regulations (Exhibit 6). Execution or preparation, and compliance with, the Implementing Agreements is a material term and condition of the Parties settlement and any default or breach of any of the terms or conditions of the Implementing Agreements will be deemed a -12-

39 breach of this Agreement, and subject to the procedure as to enforcement and dispute resolution set forth herein. To the extent that the terms and conditions of this Agreement or the Implementing Agreements revise, supplement, or amend the terms and conditions of the organic agreements, as specified in Section III, the terms and conditions of this Agreement or the Implementing Agreements shall control. 2. Dismissal of Litigation: Upon execution of this Agreement, the Parties And the parties to the Litigation will dismiss the Litigation without prejudice and without costs by filing a Stipulation and Order for Dismissal in that form annexed as Exhibit 8 hereto, by reference made part of this Agreement. III. EFFECT OF AGREEMENT By executing this Agreement, neither party is deemed to have accepted the legal contentions of the other raised in the Litigation, and each party to this Agreement specifically denies the legal contentions raised by the other and admits nothing by entering into this Agreement. Port Susan specifically reserves its right to challenge any future interpretations, or implementation, of Tribal Ordinance No. 69, if said ordinance or a similar ordinance has been or is enacted by the Tribe and submitted to the Secretary of Interior for review and approval, or any other Tribal Ordinance, existing or future, which Port Susan deems impermissibly and adversely affects its interests or use of the Club s Grounds. -13-