COMPROMISE - Port Susan Camping Club and... · 2013. 10. 1. · “Compromise and Settlement...

COMPROMISE

PORT SUSAN CAMPING CLUB

AND SETTLEMENT

TULALIP TRIBES OF WASHINGTON

AGREEMENT

June 14, 1996

THE TULALIP TRIBES

Resolution No. 2001-071

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 3rd

of March, 2001, with a quorum present by a vote of 6 for and 0 against.

Port Susan Amendment Resolution – Page 1 of 2

THE TULALIP TRIBES OF WASHINGTON

______________________________________

Stanley G. Jones, Sr., Chairman

ATTEST:

__________________________________

Marie Zackuse, Secretary

Port Susan Amendment Resolution – Page 2 of 2

RESOLUTION No. 06016

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. 04136, 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. C90-0008Z, 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. 04136;

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. 04136, and

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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. 04136, 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. C90-0008Z

- 2 -

Without prejudice, without attorney’s fees or cost to any party thereto.

The foregoing resolution was enacted this 11th

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.


BOARD OF DIRECTORS

By __ Olive M. Mott______________________

Its Vice President

By Allen B. Windley (6/23/06)___________

Its Secretary

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RESOLUTION NO. 04136

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. C90-0008Z, 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. C90-

0008Z 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

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of the litigation filed in Cause No. C90-0008Z, 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 11. 1992,

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. C90-0008Z, as

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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-

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,

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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-

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. C90-0008Z, without prejudice, without attorneys’ fees or costs

to any party thereto.

The foregoing RESOLUTION was enacted this 29th

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-

TULALIP TRIBES OF WASHINGTON

RESOLUTION NO. 96- 0107

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,

2052. 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, C90-0008Z.

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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.


By Stanley G. Jones, Sr.


ATTEST:

Dawn E. Simpson

Dawn E. Simpson, Secretary

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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.

C90-0008Z, without prejudice, without attorneys’ fee or costs to any party thereto.

The foregoing RESOLUTION was enacted this 29th

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

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. 667-16, 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

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

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) To adopt, alter and amend Bylaws provided nothing therein contained shall be contrary to or inconsistent with the terms and

conditions of this Charter;

(c) 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,


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) To operate and administer a camping club of individual

members;

(e) 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

(f) 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: 11815

Warm Beach Road, Marysville, Washington; its registered agent shall be JOHN

ROBERTS, whose address is 3723 Hoyt, Everett, Washington.

4 - CORPORATE CHARTER

ARTICLE VIII

Beginning Directors and Term of Office

Section 1: The number of Directors and the condition, qualifications and terms

of office shall be fixed by the Bylaws of the Corporation.

Section 2: 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.

Section 3: 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 98201

Secretary - - - - - - - - - - - - - - - - - - Jerald Hall

Address 3723 Hoyt

Everett, WA 98201

Treasurer - - - - - - - - - - - - - - - - - - Jerald Hall

Address 3723 Hoyt

Everett, WA 98201


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. 667-16 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 17th

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)


RESOLUTION NO. 667-16

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

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

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 31st of the eleventh (11

th) year of its corporate

existence and on December 31st of each and every year thereafter up

to and including the fiftieth (50th

) 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 31st 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

THE FOREGOING RESOLUTION was enacted this 17th

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

MEMORANDUM Tulalip Lease Department

December 19, 2003

To: Ruby Lotan

Fr: Leota Pablo

Re: 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 11th

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 $5,000.00

Liquor License was issued to Port Susan on February 18, 1988

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. C90-0008Z (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

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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

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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, 1992. 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.

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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. 667-16, 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.

647-17, and May 23, 1977, authorized by Tribal Resolution No. 667-16; (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, 1984.

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

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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, 1984. 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.

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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

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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

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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 $24,000.00 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

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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 $24,000.00 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. 96-0107 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.

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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

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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, 1996. 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, 1997.

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

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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

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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.

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VI. ENFORCEMENT AND DISPUTE RESOLUTION

All claims, disputes, disagreements or other matter in question (hereinafter

“claims”) between the parties to this Agreement arising out of or relating to this

Agreement or breach thereof, including but not limited to the non-litigated matters, shall

be subject to the dispute resolution procedure set forth herein; save and except for the

enforcement and remedial provisions otherwise governed by Tribal Ordinance, e.g.

TERO and liquor, where not inconsistent with the terms and conditions of this

Agreement.

Any party having a claim shall give written notice to the other party of the details

of the claim. Within ten (10) days after written notification of the claim, representatives

of the parties shall meet and endeavor within 14 days thereafter to negotiate a resolution

in good faith. The representatives of the parties will include, at a minimum, one or more

members of the Board of Directors or administration of the Tribe and Port Susan with

decision making authority for their respective party.

In the event any claim cannot be resolved by good faith negotiations within the 14

days stated above, either party has the right of have the claim arbitrated and may invoke

this right by giving notice of demand for arbitration to the other party. Within sixty (60)

days after a demand for arbitration, the Parties shall submit the claim to an arbitrator from

the Judicial Arbitration and Mediation Service (JAMS) in Seattle, Washington or another

mutually agreed arbitrator. The parties shall agree

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on an impartial arbitrator from JAMS, but if they are unable to do so within thirty (30)

days from the date written demand for arbitration is made, the arbitrator shall be selected

by the administrator of JAMS on three (3) days notice. Any arbitration shall be

conducted in accordance with the rules of the American Arbitration Association then in

effect. If it is necessary to implement any arbitration decision, judgment may be entered

and enforced in the Superior Court of the State of Washington for Snohomish County or

the Tulalip Tribal Court. The non-prevailing party in any arbitration, as determined by

the arbitrator, will be responsible to pay all reasonable attorney’s fees and costs of the

prevailing party.

The Parties expressly waive any sovereign immunity either may have, but only to

the extent necessary to allow arbitration of claims and enforcement of any arbitration

award as referenced herein.

VII. GENERAL TERMS

A. Entire Agreement and Modification: This agreement expresses the entire

Agreement between the Parties. Neither this Agreement nor any terms or

provision hereof, may be changed, waived, discharged, amended, modified or

terminated orally, or in any manner other than by an instrument in writing signed

by all of the parties hereto.

B. Interpretation and Fair Construction: The language in all parts of this

Agreement shall in all cases by construed as a

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whole according to its fair meaning, neither strictly for nor against any party thereto, and

without implying a presumption that the terms of this Agreement shall be more strictly

construed against the person who drafted the document, it being acknowledged and

agreed that representatives of both parties have participated in the preparation of this

Agreement.

Counterparts: This Agreement may be signed in counterparts, any one of which

shall be deemed to be an original.

C. Waiver of Breach: The failure of any party hereto to insist upon strict

performance of any of the covenants and agreements herein contained, or to

exercise any option or right herein conferred, in any one or more instances,

shall not construed to be a waiver or relinquishment of any such option or

right, or of any other covenants or agreements, but the same shall be and

remain in full force and effect.

D. Independent Counsel: The Parties acknowledge and agree that they

have each been represented in the negotiations and preparation of this

Agreement by independent counsel of their choice, and that they have read this

Agreement, have had its contents fully explained to them by such counsel, and

are fully aware of the contents hereof and of its legal effect.

E. Authority to Execute: The undersigned representatives for Port Susan and

the Tribe warrant that they are fully authorized by the party who they represent

to enter into the terms and conditions of this Agreement and legally to bind

said party thereto. Attached hereto as Exhibits 9 and 10 are

Resolutions of the Board of Directors of the Tribe and of Port Susan, respectively,

authorizing and directing its undersigned representative to enter into this Agreement. To

the extent deemed necessary, the Tribe will secure approval of the Secretary of the

Interior to the terms and conditions of this Agreement.

F. Paragraph Headings: The paragraph headings are for convenience only and

in no way define, limit, extend or interpret the scope of this Agreement or of

any particular paragraph hereof.

G. Binding Effect: This Agreement shall be binding upon and inure to the

benefit of the respective parties, and their legal representatives, successors,

assigns and heirs.

H. Notices: To be effective, any notice hereunder shall be in writing,

delivered in person or mailed by certified or registered mail, postage prepaid,

to the appropriate party or parties at the addresses set forth below their

signatures hereto, or to such other address as the parties may hereinafter

designate.


June 14, 1996 By Olive M. Mott, Vice President

Date 12015 Marine Drive

Marysville, WA 98271

By Allen B. Windley, Secretary

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June 14, 1996 By Stanley G. Jones, Sr.

Date Chairman

The Tulalip Tribes of Washington

6700 Totem Beach Road

Marysville, Washington 98271

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LIST OF EXHIBITS

1. Legal Description of Port Susan Camping Club Grounds

2. Replacement TERO Compliance Plan and Contract

3. Blanket Liquor Permit

4. Extended Camping Privileges List

5. Port Susan Bylaws: Submitted for review and approval (May 4, 1996)

6. Port Susan Revised and Current Rules and Regulations

7. Conceptual Compliance Plan and Use Monitoring System: Enforcement of Campsite Usage Limits

8. Form of Stipulation and Order of Dismissal, Unites States District Court, Western District of Washington, Case No. 90-0008Z

9. Tribal Resolution Approving Settlement, Form of Settlement Documents and Authorizing Execution of Settlement Documents

10. Port Susan Resolutions Approving Settlement, Form of Settlement Documents and Authorizing Execution of Settlement Documents

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DESCRIPTION

PARCEL A:

The South ½ of the Southeast ½ of Section 5, Township 30 North, Range 4 East, W.M.

AND the South ½ of the Southwest ½ of Section 4, Township 30 North, Range 4 East,

WM.:

PARCEL B:

The North ½ of the Southwest ¼ of Section 4, Township 30 North, Range 4 East, W.M.,

AND the North ½ of the Southeast ¼ of Section 4, Township 30 North, Range 4 East,

W.M.;

PARCEL C:

The East ½ of the South ½ of the Northeast ½ of Section 5, Township 30 North, Range 4

East, W.M;

PARCEL D:

The South ½ of the Northwest ¼ of Section 4, Township 30 North, Range 4 East, W.M;

TOGETHER WITH an easement for road purposes dated July 23, 1965, recorded under

Auditor’s File No. 1798001, as follows:

The East 30 feet of the West ½ of Government Lot 4, Section 4, Township 30 North,

Range 4 East, W.M., and the West 30 feet of the East ½ of Government Lot 4, Section 4,

Township 30 North, Range 4 East, W.M.;

PARCEL E:

The Northeast ¼ of the Northeast ¼ and Government Lot 1 of Section 7, Township 30

North, Range 4 East, W.M.;

PARCEL F:

The North ½ of the Northeast ¼ and the North ½ of the Northwest ¼ of Section 8,

Township 30 North, Range 4 East, W.M.;

PARCEL G:

A PORTION OF THE SOUTHEAST ONE-QUARTER OF SECTION 6, TOWNSHIP

30 NORTH, RANGE 4 EAST, W.M., DESCRIBED AS FOLLOWS: BEGINNING AT

THE SOUTHWEST CORNER OF LOT 33, TULALIP VIEW HEIGHTS,

ACCORDING TO THE PLAT THEREOF AS RECORDED IN VOLUME 23 OF

PLATS ON PAGES 36 AND 37, RECORDS OF SNOHOMISH COUNTY,

WASHINGTON; THENCE NORTH 2°42ˈ26” EAST FOR 279.0 FEET TO THE

NORTHWEST CORNER OF SAID LOT 33; THENCE NORTH 87°17ˈ18” WEST FOR

461.63 FEET TO THE SOUTHWEST CORNER OF LOT 26; THENCE NORTH

72°26ˈ43” WEST FOR 1488.55 FEET TO THE WEST LINE OF SAID SOUTHEAST

QUARTER; THENCE SOUTH 0°20ˈ29” WEST ALONG SAID WEST LINE FOR

723.61 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE SOUTH

87°20ˈ25” EAST ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER

SCHEDULE “A”

Continued

FOR 1870.61 FEET; THENCE NORTH 2°42ˈ26” EAST FOR 60.0 FEET TO THE

TRUE POINT OF BEGINNING.

TOGETHER WITH THE FOLLOWING DESCRIBED TRACT OF LAND:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 33; THENCE

EASTERLY AND NORTHERLY ALONG THE SOUTHERLY AND EASTERLY

LINE OF LOT 33, AND EASTERLY ALONG THE SOUTHERLY LINES OF LOTS

34 AND 35, TO THE WESTERLY MARGIN OF THE TULARE BEACH ROAD;

THENCE SOUTHERLY ALONG SAID ROAD MARGIN TO THE NORTHEAST

CORNER OF LOT 36, THENCE WESTERLY ALONG THE NORTHERLY LINE OF

LOT 36 TO THE NORTHWEST CORNER THEREOF; THENCE SOUTHERLY

ALONG THE WESTERLY LINES OF LOTS 36, 37, 38 AND 39 TO THE SOUTH

LINE OF SAID SECTION 6; THENCE NORTH 87°20ˈ25” WEST ALONG SAID

SOUTH LINE OF SECTION 6 FOR 110.47 FEET; THENCE NORTH 2°42ˈ26” EAST

FOR 60.0 FEET TO THE TRUE POINT OF BEGINNING.

SITUATE IN THE SNOHOMISH COUNTY, STATE OF WASHINGTON.

Snohomish Limited Partnership Number 1 is the owner of the property described

as Parcel A.


as Parcels B, C & D.


as Parcels E, F and G.

SCHEDULE “A”

COMPLIANCE PLAN AND CONTRACT

THE PARTIES to this Compliance Plan and Contract are the Tulalip Tribes of

Washington, by and through its Tulalip Tribes Employment Rights Ordinance (“TERO”)

No. 60, and the Port Susan Camping Club, Inc. (“Port Susan”), a tribally chartered

corporation.

The Tulalip Tribes Employment Rights Ordinance as it now exists or may

hereafter be amended is incorporated herein as though set forth in full.

The parties hereto in recognition under said “TERO” Ordinance, that no employer

may commence work upon or within the Tulalip Indian Reservation until he has

consulted with the TERO Director in order to meet its obligations and duties under the

TERO Ordinance, hereby mutually covenant, contract and agree in order that Port Susan

Camping Club, Inc., may now lawfully continue to be engaged in work upon the Tulalip

Indian Reservation as follows:

1. Employers: The goal of the Tulalip Tribal Employment Rights Ordinance

is to secure an Indian Preference work force. Towards this end, all employment will be

filled by qualified Indian Preference applicants pursuant to the terms of this plan and

agreement. Unless otherwise specified herein, all positions will be cleared through the

Tribal Employment Rights Office Director. The Director has up to ten (10) business days

to clear employment requests submitted by Port Susan. If not cleared by that time, any

individual or position submitted for approval will be deemed to be approved by the

Director as in compliance with Contract and Ordinance No. 60 or, where applicable, any

available position may be filled by a non-Indian Preference Employee.

2. Hiring: From the effective date of this plan and contract, all employee

positions will be deemed subject to Indian Preference and this plan and contract. All

vacancies in existing positions occurring shall be filled through the TERO office,

allowing ten (10) business days to fill vacancies. All new positions for employment of

the Port Susan Camping Club shall similarly be filled through the TERO office. If a

qualified Indian Preference Employee is not provided by the TERO office within ten (10)

business days of Port Susan’s request, then Port Susan is allowed to fill any vacancies or

new positions with a non-Indian Preference Employee. Compliance with this provision

shall be reviewed annually or as necessary in reaction to a specific written complaint by a

person entitled to preference hereunder.

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3. Promotions: Indian Preference Employees shall be initially evaluated on a

six-month basis. Objective standards shall be used for evaluation, with minimum

qualifications developed as a standard for promotions. The TERO Director shall be

provided Port Susan’s employee evaluation standards; unless objected to, these standards

will be deemed objective and acceptable standards for purposes of this Compliance Plan

and Contract. Port Susan will favor then existing Indian Preference Employees for

promotions. Compliance with this provision shall be reviewed annually or as necessary

in reaction to a specific written complaint by a person entitled to preference hereunder.

4. Training: Port Susan will train prospective employees on the job with

the approval of the Tulalip TERO program. The TERO Officer and Tulalip Tribes of

Washington will assist and cooperate in training Indian Preference Employees who are

members of the Tulalip Tribes of Washington, including facilitating participation in

TERO Director approved training programs available to Tulalip Tribal members of

Indian ancestry without cost to Port Susan, and establishing appropriate training

programs. Individuals participating in any training programs approved by the TERO

Officer are not subject to the employee discipline and termination requirements of this

Compliance Plan and Contract. Trainees may be paid on a basis and rate other than that

provided by Port Susan for permanent or temporary employees, whether Indian

Preference or not, who are nonparticipants in any training program. Under Davis Bacon

projects, training programs established under the terms of this Plan and Contract shall be

U.S. Department of Labor, Bureau of Apprenticeship and Training certified.

5. Personnel Policy: All personnel policies will be in writing and a copy sent

to the TERO office. Port Susan’s personnel policy shall use standard methods to

discipline or terminate non-Indian Preference employees. Port Susan is not obligated by

this Agreement to hire such employees on any basis other than “at will.”

6. Contract: All contractors and subcontractors engaged by the Port

Susan Camping Club, Inc. shall be subject to the terms of this Plan and Agreement, if the

majority of work performed on behalf of Port Susan occurs within the exterior boundaries

of the Tulalip Indian Reservation. This clause will not apply only to professionals hired

by Port Susan, such as attorneys, law firms, and accountants who on account of the

ethical standards of their professions would have a conflict of interest with the Tulalip

Tribes of Washington if retained by Port Susan. This Compliance Plan and Contract also

does not apply to construction projects or construction work under $7,500 on a single

contract or cumulative over a period of one fiscal year. Of those employees claiming

Indian Preference, they shall

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provide to the TERO the following information for the purposes of certification for

Indian Preference: Documents which include Federal Identification number, Tribal

enrollment number, company name, address and phone number, and degree of Indian

ownership.

7. Preference to Indian Owned Business: Port Susan will give preference to

Tulalip Tribal and locally Indian-owned businesses in the award of contracts and

subcontracts. The TERO Officer will supply Port Susan with a list of approved Tribal or

Indian-owned businesses, including a listing of the business specialty for each. Port

Susan will not be required to give preference in the award of any contract or subcontract

for work or services which is unavailable from any Tulalip Tribal or locally Indian-

owned business listed by the TERO officer. This clause only applies to those contracts

which fall under the provisions of this Compliance Plan and Contract, as specified in

paragraph (6), supra.

8. Time Tables: Supplemental timetables will be developed where plausible.

By mutual agreement, any time periods specified herein for action may be extended, in

writing, by the parties.

9. Qualifications: Minimum qualification standards shall be developed for

applicants by the TERO Officer and the Port Susan Camping Club, Inc. for all existing

positions and likewise for any newly created positions. These standards shall apply

prospectively only as positions become available for consideration for Indian Preference

hires.

Port Susan is prohibited from using job qualification criteria or personnel

requirements which bars Indians from employment unless such criteria or requirements

are required by a bona fide and verifiable business necessity. Minimum qualification

standards approved by the TERO Officer will be deemed to be in compliance with the

requirements of this subparagraph.

10. Qualification of Indian Preference Employees:

a. The TERO Director and employer shall have sole responsibility on

deciding if an employee is qualified for a job, craft, or skill.

b. The Port Susan Camping Club, Inc. shall be obligated in all disputes

relating to compliance with qualification standards, including termination of

Indian Preference Employees whom an employer claims, “are not qualified,”

to justify its position that an Indian Preference Employee does not meet or

perform at minimum qualifications. In this regard, written performance

evaluations shall be considered by the TERO Director in any minimum

qualifications dispute and as

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partial compliance with Port Susan’s obligations specified in this subparagraph.

c. Any unresolved dispute relation to minimum qualifications shall be first

evaluated pursuant to Port Susan’s existing procedures specified in its written

personnel policies, prior to invocation of the default provisions of this Plan

and Contract or enforcement provisions contained in Ordinance No. 60.

11. Indian Preference Referrals: The TERO office shall be given ten (10)

business days to advertise and furnish a qualified referral for either a vacancy

replacement or new position.

12. Indian Preference: “Tribal Order of Indian Preference” will be used on all

employment hereunder, namely:

a. Enrolled veteran member of the Tulalip Tribes;

b. Enrolled member of the Tulalip Tribes;

c. Native American spouse of an enrolled Tulalip Tribal member of Native

American parent of an enrolled Tulalip Tribal member with legal custody;

d. Other members of federally-recognized Indian tribes.

This order of Indian preference is subject to change and modification as notice thereof is

presented in writing to Port Susan by the TERO Director.

In order for an employee to claim Indian Preference, he or she must provide to the

TERO: Proof of the employees status as claimed for such preference.

13. Job Counseling: The employer shall strictly comply with and utilize Tribal

or TERO job counseling programs where applicable or available. The failure of an

Indian Preference Employee to participate in job counseling through Tribal or TERO

counseling programs, or counseling programs and procedures specified in Port Susan’s

personnel policies, is grounds for immediate suspension or termination or other

appropriate employer response; provided however, sanctions for failure of an Indian

preference employee to so participate shall not be stricter than that for non-participation

of a non-preference employee in similar counseling and programs.

14. Reports: Port Susan shall provide wage and hourly reports for the sole

purposes of assuring compliance with this Plan and Contract. The TERO Director may

request Indian Preference Employees personnel files but limited to the sole purpose of

assuring compliance with this Plan and Contract. All employment agreements and/or

contracts with Indian preference employees shall contain a written consent of such one(s)

for Port

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Susan to make available to and the TERO Director to have access to, Indian preference

employees’ files and/or disclosure of any information contained therein or collateral

thereto.

15. Employee Discipline or Termination: Any disciplinary actions and

terminations of Native Americans are subject to review and recommendation by the

TERO Officer. Port Susan retains the right, subject to the terms and conditions of this

Plan and Contract, and the TERO Ordinance, to discipline, suspend or terminate Indian

Preference Employees pursuant to its written personnel procedures. No disciplinary

action, suspension or termination of an Indian preference employee under Port Susan’s

written personnel procedures shall discriminate against such ones or be stricter than that

appertaining to non-Indian preference employees.

16. On-Site Inspections: During normal business hours, the TERO Director

or Compliance Officer will have free and open access to the Port Susan Camping Club,

Inc. site and records in order to physically verify compliance with this Agreement,

without limitation to other rights available to same under the Tulalip Tribes Employment

Rights Ordinance.

17. Compliance Fee: In conformity with the constituent documents

authorizing and creating the Port Susan Camping Club, Inc. the TERO tax is waived as to

the Port Susan Camping Club, Inc. only and not otherwise as to the applicability of such

as to other employers as provided for in Ordinance No. 60.

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, 2052. This

agreement shall be binding upon all successor transferee, sub lessee and/or assigns of the

Port Susan Camping Club, Inc.

19. Default: Upon default of Port Susan Camping Club, Inc. of any term

or provision of this agreement or the Tulalip Tribes Employment Rights Ordinance, the

remedies of the Tulalip Tribes Employment Rights Commission shall be those as

contained in the Ordinance as they now exist or hereafter may be amended without

prejudice to any other remedy, contractual or otherwise, it may have under applicable

federal, tribal or state law.

20. Replacement and Effect of New Agreement: Any complaint alleging

wrongdoing prior to the effective date of this plan and

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contract will be processed under the compliance agreement in effect at the time of the

alleged infraction, breach or default.

21. Emergency Employees: Port Susan may hire temporary employees on

an emergency basis to fill in for permanent employees who are unavailable for work

for reasons of illness, vacation, pregnancy, child care or other reasons acceptable to

Port Susan; provided, however, Port Susan will first attempt to notify the TERO

Director and request a temporary Indian Preference Employee qualified for the

position or need for which provision of a replacement employee on an emergency basis

is required. If the TERO office is not open or does not respond within three (3) hours

from the time of notice, Port Susan is allowed to hire a non-TERO employee and

otherwise deemed to have complied with the requirement of this Compliance Plan and

Agreement.

22. Quotas: Although this Plan and Contract does not establish or obligate

Port Susan to have any specified percentage of Indian Preference Employees or

establish hiring quotas for Indian Preference Employees; the goal of this Agreement is

that as set forth in Section 1 hereinabove.

23. Non-Discrimination Policy: Compliance With Other Law:

No term or condition of this Compliance Plan and Contract will be construed so as

to require Port Susan to violate any applicable federal, state or tribal statute, law,

ordinance, rule or published policy prohibiting discrimination in the workplace or

requiring compliance with equal employment rights requirements inconsistent with

this Agreement.

AGREED, ACCEPTED AND EFFECTIVE this 14 day of

June , 1996.

PORT SUSAN CAMPING CLUB, INC.

By Olive M. Mott

Vice President

ATTEST:

Allen B. Windley

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The foregoing Compliance Plan and Contract is hereby accepted, agreed and

deemed to be in compliance with the Tribal Employment Rights Ordinance.

TULALIP EMPLOYMENT RIGHTS

COMMISSION


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TULALIP LIQUOR COMMISSION

RESOLUTION NO. 96- 0174

BE IT RESOLVED by the Tulalip Liquor Commission, pursuant to Tribal

Ordinance No. 42 and its Regulations, that Tulalip Liquor Commission Resolution

No. 96-0163 be, and the same hereby is repealed and rescinded, and that the

attached Liquor License - Banquet Permit - Blanket wherein the Port Susan

Camping Club is the Licensee, attached hereto and by this reference incorporated

as though set forth in full, is hereby approved and so issued.

Adopted at a regular/special meeting of the Tulalip Liquor Commission on

the 2 day of November, 1996, with a quorum present by a vote of 4 for and

0 against.

TULALIP LIQUOR COMMISSION



ATTEST:

Dawn E. Simpson

Dawn E. Simpson, Secretary

THE TULALIP TRIBES Board of Directors: The Tulalip Tribes are the successors

Stanley G. Jones, Sr., Scho Hallem, Tribal Chairman 6700 Totem Beach Road in interest to the Snohomish, Snoquamie Donald C. Hatch, Jr. Spat-ub-kud, Vice Chairman Marysville, WA 98271-9715 and Skykomish tribes and other tribes

Dawn E. Simpson, Secretary 360-651-4000 and bands signatory to the Treaty of

Herman A. Williams, Jr., Treasurer FAX 360-651-4032 Point Elliiot Calvin Taylor, Board Member

Les Parks, Board Member

Glenn G. Gobin, Board Member

THE TULALIP LIQUOR COMMISSION

LIQUOR LICENSE - BANQUET PERMIT - BLANKET

(WITH CONDITIONS)

This certifies that the party named hereon has submitted the required fee and

submitted in approved form those items required by appropriate regulations as a

condition precedent to this license, and is hereby licensed by the Tulalip Tribes of

Washington, Tulalip Liquor Commission, subject to all the rights, privileges,

duties, and obligations according to the terms and conditions of Tribal Ordinance

No. 42, the Tulalip Liquor Regulations, as both now exist or hereafter may be

amended, and the conditions of this license.

LICENSEE: Port Susan Camping Club, a Tribally chartered

corporation

DATES OF OPERATION: Once per month without annual accumulation,

subject to re-inspection for compliance with

applicable laws

HOURS OF BANQUET

EVENT OPERATION: 6:00 a.m. 2:00 a.m., daily

PREMISE(S) LOCATION: At any banquet event only at any one of the

following locations within the Port Susan Camping

Club grounds, to wit:

1. Adult Center

2. Senior Center

3. Family Center

4. Sports Field Gazebo

FURTHER CONDITIONS

AND RESTRICTIONS: (1) Compliance with all of the liquor laws of the

State of Washington, and the Tulalip Tribes.

(2) The banquet event will not be open to the

public. No advance sale of tickets will be

made to the general public and no

advertising will be directed to the

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general public.

(3) Liquor will not be sold either for cash, scrip,

tickets or in any other manner whatsoever.

(4) This permit is not valid on a liquor licensed

premises while any liquor license is

suspended.

(5) All liquor served will be purchased in

Washington State from the Tribal or a state

liquor store or other duly authorized liquor

retailer.

(6) This permit and req

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