17.2.29.040 Findings

The Council hereby finds and declares that:

(a) SIS LLC is chartered under tribal law as a single member limited liability company wholly owned by the Pueblo.

(b) On June 21, 2017, the Pueblo de San Ildefonso enacted a law entitled "Act to Transfer Ownership and Operation of C-Stores to San Ildefonso Services, LLC."

(c) To carry out the Act, the Pueblo and SIS LLC effected the transfer of ownership and operation of the Totavi and White Rock C-Stores on July 1, 2017.

(d) Under Article VIII of its Articles of Organization, San Ildefonso Services LLC has authority to "buy, sell, lease and otherwise acquire and maintain buildings, offices, shops and other appurtenances proper and necessary for the carrying on of said business."

(e) The Pueblo and SIS LLC entered into the Business Lease (the "Business Lease") for the White Rock Gas Station and Convenience Store dated May 9, 2018, and the term of such lease began on July 1, 2017; and

(f) On or about March 22, 2019, the Parties amended the Business Lease to correct the acreage of the leased premises and to update the date of the Surveyor's Certificate.

(g) The Business Lease and its accompanying amendment were both approved by the Superintendent, Northern Pueblo Agency, Bureau of Indian Affairs (BIA), on March 27, 2019, which is attached hereto as Attachment A.

(h) On or around November 24, 2020, the Pueblo and SIS LLC further amended the Business Lease (the "Second Amended Lease") whereby SIS LLC secured a loan for purposes of making upgrades and other improvements to the White Rock Gas Station and Convenience Store, and the Business Lease was extended for an additional five years through September 30, 2027, see Council Resolution No. SI-R20-023 and the Second Amended Lease attached hereto as Attachment B.

(i) There is no record that the Second Amendment was recorded with the BIA.

(j) The Pueblo and SIS LLC desire to further amend the Business Lease to expand the acres included in the leased area as described in the proposed Third Amended Lease (the "Third Amended Lease").

(k) The Business Lease, as amended, prohibits subleases, assignments, management agreements, or transfers of the Business Lease or any rights to or interest in the Business Lease, without the written approval of the Pueblo, the Secretary and sureties, if any.

(l) The Pueblo and SIS LLC desire to amend Paragraph K, Sublease, Assignment, Management Agreement, Transfer of the Business Lease, as amended, to only require approval by the Pueblo and to remove approval of the Secretary and sureties, if any.

(m) The proposed Third Amended Lease is attached to this Resolution, as Attachment C.

(n) The Pueblo and SIS LLC desire to diversify the services provided by the business to include all lawful business uses.

(o) Paragraph K of the Business Lease, as amended, shall be modified and replaced with the following:

K. SUBLEASE, ASSIGNMENT, MANAGEMENT AGREEMENT, TRANSFER

Lessee shall not sublease, assign, place under management agreement, or in any manner whatsoever transfer this Lease or any right to or interest in this Lease or any of the improvements on the Leased Premises, without the written approval of Lessor, and no such sublease, assignment, or transfer shall be valid or binding without such approval, and then only upon the condition that the sublease, assignee or other successor in interest, excepting an approved encumbrance(s), shall agree in writing to be bound by each and all of the covenants and conditions of this Lease. Should Lessee attempt to make any such sublease, assignment, or transfer, except as foresaid, such action shall be deemed a breach of this Lease. Approval of one sublease, assignment, or transfer shall not validate a subsequent sublease, assignment, or transfer, and the restriction of this Section shall apply to each successive sublease, assignment, or transfer hereunder and shall be severally binding upon each and every sublessee, assignee, transferee and other successor in interest of the Lessee.

(p) For purposes of recording this Amendment with BIA, the changes agreed upon by the Parties and reflected in the Second Amendment are hereby incorporated into this Third Amendment.