Title 17 BUSINESS

Chapter 17.1 Business Corporation Code

Part 17.1.1 Background

Editor's Notes

This law was originally enacted pursuant to Council Resolution No. SI-R15-006, dated March 13, 2015.

17.1.1.010 Findings

(a) The Council desires to increase economic development opportunities for the Pueblo and its tribal citizens;

(b) The Council desires to support the development of wholly owned Tribal corporations and tribal member owned corporations for the economic well begin of the Pueblo and its citizens;

(c) The Council has determined it is in the best interest of the Pueblo to promote and regulate business formation through the enactment of the Pueblo de San Ildefonso Business Corporation Code.

17.1.1.020

Pueblo de San Ildefonso Tribal Council hereby enacts the attached law entitled "The Pueblo de San Ildefonso Business Corporation Code".

Part 17.1.2 FORMING A CORPORATION

17.1.2.010 CITATION.

This Code shall be known as the Pueblo of San Ildefonso Business Corporation Code.

17.1.2.020 PURPOSE AND DEFINITIONS.

The purpose of this Code shall be to establish a legal avenue for business owners to organize their business under the laws of the Pueblo of San Ildefonso. This Code recognizes tribally organized corporations as distinct legal entities independent from its shareholders/ owners and its employees. As distinct legal entities, shareholders/owners and employees of corporations chartered under this Code are not personally liable for the actions, debts, and/or liabilities of the corporation.

For the purpose of this Code, unless the language or context clearly indicates that a different meaning is intended, the words, terms and phrases defined in this section have the meanings given to them.

(a) Articles. "Articles" means, in the case of a corporation incorporated under or governed by this Code, Articles of Incorporation, charter, or other documents evidencing the creation of a corporate entity.

(b) Authorized Shares. "Authorized Shares" means the shares of all classes which the corporation is authorized to issue.

(c) Corporation. "Corporation" means a corporation, other than a foreign corporation, organized for profit and for any lawful purpose and incorporated under or governed by this Code.

(d) Pueblo. "Pueblo" means the Pueblo of San Ildefonso as is now or hereafter may be recognized by the Secretary of the Interior of the United States of America. For the purposes of this Code, the terms "Pueblo" and "Tribe" shall mean the same thing.

(e) Registered office. "Registered office" means the place designated in the articles of a corporation as the registered office of the corporation.

(f) Tribal Corporation. "Tribal Corporation" means a corporation that is incorporated under this Code.

(g) Tribal Council. "Tribal Council" means the Tribal Council of the Pueblo of San Ildefonso.

(h) Tribal Services Director. "Tribal Services Director" means the person whom shall act as the Secretary for filing of documents required under this Act.

(i) Tribe. "Tribe" means the Pueblo of San Ildefonso. For the purposes of this Code, the terms "Pueblo" and "Tribe" shall mean the same thing.

(j) Wholly Owned by the Tribe. "Wholly Owned by the Tribe" means a Tribal Corporation whose entire interest, or 100% interest, is directly or indirectly owned by the Pueblo.

17.1.2.030 REPEAL OF PREVIOUS BUSINESS CORPORATION ACT.

Any prior Corporation Codes are hereby repealed effective the date this Code is enacted. No corporations were organized under a Prior Corporation Code. Effective with the effective date of this Code, a corporation incorporated for a purpose or purposes for which a corporation may be incorporated under this Code shall be incorporated only under this Code.

17.1.2.040 RESERVATION OF RIGHT.

The Pueblo reserves the right to amend or repeal the provisions of this Code. A corporation incorporated under or governed by this Code is subject to this reserved right.

17.1.2.050 CORPORATIONS WHOLLY OWNED BY THE PUEBLO.

The provisions of sections 1-32 through 1-34 shall apply to all corporations incorporated under this Code and wholly owned, directly or indirectly, by the Pueblo and shall override any other provisions in this Code to the contrary.

17.1.2.060 SOVEREIGN IMMUNITY OF THE PUEBLO NOT WAIVED.

By the adoption of this Code, the Pueblo does not waive its sovereign immunity or consent to suit in any court, federal, tribal or state, and neither the adoption of this Code, nor the incorporation of any corporation hereunder, shall be construed to be a waiver of the sovereign immunity of the Pueblo or a consent to suit against the Pueblo in any such court.

17.1.2.070 PURPOSES.

A corporation may be incorporated under this Code for any lawful business purpose(s), unless some other Code of the Pueblo requires incorporation for any of those purposes under a different law. Unless otherwise provided in its articles, a corporation has general business purposes.

17.1.2.080 GENERAL POWERS OF THE CORPORATION.

Each corporation shall have power:

(a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.

(b) To sue and be sued, complain and defend, in its corporate name.

(c) To have a corporate seal which may be altered at its pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

(d) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise dealing with, real or personal property, or any interest therein, wherever situated.

(e) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets, except for tribal trust property to which it may have an interest in.

(f) To lend money and use its credit for any lawful purpose.

(g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.

(h) To make contracts and guarantees and incur liabilities, borrow money, issue its notes, bonds and other obligations by mortgage or pledge of all or any of its property and income, except for any interest in tribal trust property.

(i) To lend money for its corporate purposes, invest or reinvest its funds, and take and hold real and personal property as security/collateral for the payment of funds so loaned or invested.

(j) To conduct its business, carry on its operations and have offices and exercise the powers granted by this Ordinance, within or without the exterior boundaries of the Pueblo of San Ildefonso.

(k) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensation.

(l) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the Pueblo of San Ildefonso for the administration and regulation of the affairs of the corporation.

(m) To make donation for the public welfare or for charitable, scientific, educational or cultural purposes.

(n) To transact any lawful business.

(o) To pay pensions and establish pension plans, pension trusts, profit sharing plans, stock option plans, stock bonus plans or other incentive plans for any or all of its directors, officers and employees.

(p) To be partner, member, associate, manager or associate of any partnership, joint venture, trust or other enterprise.

(q) To have and exercise all powers necessary or convenient to effectuate its purposes.

17.1.2.090 INCORPORATORS.

One or more enrolled members of the Pueblo may act as incorporators of a corporation by filing the articles of incorporation for the corporation with the Tribal Services Director.

17.1.2.100 ARTICLES.

(a) Required provisions. The articles of incorporation shall contain:

(1) The name of the corporation;

(2) The address of the registered office of the corporation and the name of its registered agent, if any, at that address;

(3) The aggregate number of shares that the corporation has authority to issue; and

(4) The name and address of each incorporator.

17.1.2.110 FILING ARTICLES.

Articles of incorporation and articles of amendment shall be filed with the Tribal Services Director. All documents shall be filed at the following address:

Attn:

Tribal Services Director

02 Tunyo Po

Santa Fe, NM 97506

17.1.2.120 EFFECTIVE DATE OF ARTICLES.

(a) Articles of incorporation are effective and corporate existence begins when the articles of incorporation are filed with the Tribal Services Director accompanied by a payment of $________, which includes a $_______ incorporation fee in addition to the $_______ filing fee.

(b) Articles of amendment are effective when filed with the Tribal Services Director or at another time within 30 days after filing if the articles of amendment so provide.

17.1.2.130 CORPORATE NAME.

(a) Requirements; prohibitions. The corporate name:

(1) Shall be in the Tewa or English language or in any other language expressed in English letters or characters;

(2) Shall contain the word "corporation," "incorporated," or "limited," or shall contain an abbreviation of one or more of these words, or the word "company" or the abbreviation "Co." if that word or abbreviation is not immediately preceded by the word "and" or the character "&";

(3) Shall not contain a word or phrase that indicates or implies that it is incorporated for a purpose other than a legal business purpose;

(4) Shall not be the same as, or deceptively similar to, the name of any corporation existing under the laws of the Pueblo of San Ildefonso, or any name the exclusive right to which is, at the time, reserved in the manner provided in this Code, or the name of a corporation which had in effect a registration of its corporate name as provided in this Code.

17.1.2.140 REGISTERED OFFICE; REGISTERED AGENT.

(a) Registered office. A corporation shall continuously maintain a registered office. A registered office need not be the same as the principal place of business or the principal executive office of the corporation.

(b) Registered agent. A corporation may designate in its articles a registered agent. The registered agent may be a natural person residing on the Pueblo, or a tribal corporation. The registered agent must maintain an office that is identical with the registered office.

17.1.2.150 SERVICE OF PROCESS ON CORPORATION.

The registered agent appointed by the corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served.

17.1.2.160 AMENDMENT OF ARTICLES.

The articles of a corporation may be amended at any time to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included in the articles, except that when articles are amended to restate them, the name and address of each incorporator may be omitted.

17.1.2.170 ARTICLES OF AMENDMENT.

When an amendment has been adopted, articles of amendment shall be prepared that contain:

(a) The name of the corporation;

(b) The amendment adopted;

(c) With respect to an amendment restating the articles, a statement that the amendment restating the articles correctly sets forth without change the corresponding provisions of the articles as previously amended if the amendment was approved only by the board;

(d) If the amendment provides for but does not establish the manner for effecting an exchange, reclassification, division, combination, or cancellation of issued shares, a statement of the manner in which it will be effected; and

(e) A statement that the amendment has been adopted pursuant to this Code.

17.1.2.180 AUTHORIZED SHARES.

Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of which classes may consist of shares with par value or shares without par value with such designations, preferences, limitations, and relative rights as shall be stated in the articles of incorporation. The articles of incorporation may limit voting rights for the shares of any class to the extent not inconsistent with the provisions of this Ordinance.

Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes:

(a) Subject to the right of the corporation to redeem any of such shares at the price fixed by the articles of incorporation for the redemption thereof;

(b) Entitling the holders thereof to cumulative, noncumulative or partially cumulative dividends;

(d) Having preference in the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation; and

(e) Convertible into shares of any other class or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation, but shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted for the amount of any such deficiency is transferred from surplus to stated capital.

17.1.2.190 PAYMENT FOR SHARES.

The consideration for the issuance of shares may be paid, in whole or in part, in cash, in other property, tangible or intangible or in labor or service actually performed for the corporation.

Neither promissory notes nor future services shall constitute payment or part payment for this issuance of shares of a corporation.

17.1.2.200 CERTIFICATE REPRESENTING SHARES.

The shares of a corporation may or may not be represented by certificates signed by the president or a vice president and the secretary of the corporation. However, shares shall be recorded in the corporate records.

17.1.2.210 LIABILITY OF SHAREHOLDERS WITH RESPECT TO SHARES.

A shareholder of a corporation is under no obligation to the corporation or its creditors with respect to the shares subscribed for or owned, except to pay to the corporation the full consideration for which the shares are issued or to be issued.

Part 17.1.3 DISSOLUTION

17.1.3.010 METHODS OF DISSOLUTION.

A corporation may be dissolved:

(a) By the incorporators;

(b) By the shareholders; or

17.1.3.020 Voluntary Dissolution by Incorporators.

A corporation which has not commenced business and which has not issued any shares may be voluntarily dissolved by its incorporators at any time in the following manner:

(a) Articles of dissolution shall be executed in duplicate by a majority of the incorporators, and verified by them, and shall set forth:

(1) The name of the corporation.

(2) The date of issuance of its certificate of incorporation.

(3) That none of its shares has been issued.

(4) That the corporation has not commenced business.

(5) That the amount, if any, actually paid in on subscriptions for its shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto.

(6) That no debts of the corporation remain unpaid.

(7) That a majority of the incorporators elect that the corporation be dissolved.

(b) Duplicate originals of the articles of dissolution shall be delivered to the Tribal Services Director. If the Tribal Services Director finds that the articles of dissolution conform to law, the Tribal Services Director shall:

(1) Endorse on each of such duplicate originals the word "filed" and the month, day and year of the filing thereof.

(2) File on of such duplicate originals in the Tribal Service Director's office.

(3) Issue a certificate of dissolution to which the Tribal Services Director shall affix the other duplicate original.

The certificate of dissolution, together with the duplicate originals of the articles of dissolution affixed thereto by the Tribal Services Director, shall be returned to the incorporators, or their agent. Upon issuance of such certificate of dissolution by the Tribal Services Director, the existence of the corporation shall cease.

17.1.3.030 Voluntary Dissolution by Consent of Shareholders.

A corporation may be voluntarily dissolved by the written consent of all of its shareholders.

Upon the execution of such written consent, a statement of intent to dissolve shall be executed in duplicate by the corporation's president or a vice president and its secretary, and verified by one of the officers signing such statement, which statement shall set forth:

(a) The name of the corporation.

(b) The names and respective addresses of its officers.

(d) A copy of the written consent signed by all shareholders of the corporation.

(e) A statement that such written consent has been signed by all shareholders of the corporation or signed in their names by their attorneys' thereunto duly authorized.

17.1.3.040 Voluntary Dissolution by Act of Corporation.

A corporation may be dissolved by the act of the corporation, when authorized in the following manner:

(a) The board of directors shall adopt a resolution recommending that the corporation be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of shareholders, which may be either an annual or a specially called meeting for such purpose.

(b) Written notice shall be given to each shareholder of record entitled to vote at such meeting within the time and in the manner provided in this Ordinance for the giving of notice of meetings of shareholders, and, whether the meeting be an annual or special, shall state that the purpose, or one of the purposes of such meeting is to consider the advisability of dissolving the corporation.

(c) At such meeting, a vote of shareholders entitled to vote shall be taken on such resolution to dissolve the corporation. Such resolution shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of the corporation entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the resolution shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon.

(d) Upon the adoption of such resolution, a statement of intent to dissolve shall be executed in duplicate by the corporation by its president or a vice president and by its secretary and verified by one of the officers signing such statement, which statement shall set forth:

(1) The name of the corporation.

(2) The names and respective addresses of its officers.

(3) The names and respective addresses of its directors.

(4) A copy of the resolution adopted by the shareholders authorizing the dissolution of the corporation.

(5) The number of shares outstanding, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each such class.

(6) The number of shares voted for and against the resolution, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against the resolution, respectively.

17.1.3.050 Filing of Statement of Intent to Dissolve.

Upon the filing with the Tribal Services Director of a statement of intent to dissolve, whether by consent of shareholders or by act of the corporation, the corporation shall cease to carry on its business, except insofar as may be necessary for the winding up thereof, but its corporate existence shall continue until a certificate of dissolution has been issued by the Tribal Services Director or until a decree dissolving the corporation has been entered by a court of competent jurisdiction.

17.1.3.060 Procedure after Filing of Statement of Intent to Dissolve.

After the filing with the Tribal Services Director the statement of intent to dissolve:

(a) The corporation shall immediately cause notice thereof to be mailed to each known creditor of the corporation.

(b) The corporation shall proceed to collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests.

(c) The corporation, at any time during the liquidation of its business and affairs, may make application to a court of competent jurisdiction to have the liquidation continued under the court's supervision.

17.1.3.070 Articles of Dissolution.

When all debts, liabilities and obligations of the corporation have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been distributed to its shareholders, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice president and by its secretary and verified by one of the officers signing such statement, which statement shall set forth:

(a) The name of the corporation.

(b) That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor.

(c) That all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests.

(d) That no legal action or administrative proceeding is pending against the corporation in any court or federal, state or tribal agency, or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit or administrative proceeding.

17.1.3.080 Filing Articles of Dissolution.

Duplicate originals of such articles of dissolution shall be delivered to the Tribal Services Director. If the Tribal Services Director finds that such articles of dissolution conform to Tribal Law, the Tribal Services Director shall:

(a) Endorse on each of such duplicate originals the word "filed" and the month, day and year of the filing thereof;

(b) Maintain one of such duplicate originals in the Tribal Service Director's office; and

The certificates of dissolution, together with the duplicate original of the articles of dissolution affixed thereto by the Tribal Service Director, shall be returned to the registered agent of the dissolved corporation. Upon the issuance of such certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by shareholders, directors or officers.

17.1.3.090 Involuntary Dissolution.

A corporation may be dissolved involuntarily by a decree of Pueblo of San Ildefonso Court in an action filed in the name of the Pueblo of San Ildefonso by its General Counsel or Special Counsel when it is established that:

(a) The corporation procured its articles of incorporation through fraud; or

(b) The corporation has continued to exceed or abuse the authority conferred upon it by law; or

(d) The corporation has failed for thirty (30) days after change of its registered officer or registered agent to file in the Tribal Service Director's office a statement of change.

17.1.3.100 JURISDICTION OF THE TRIBE TO LIQUIDATE ASSETS AND BUSINESS OF CORPORATION.

The Pueblo of San Ildefonso Court shall have full power to liquidate the assets and business of a corporation:

(a) In an action by a shareholder when it is established:

(1) That the directors are deadlocked in the management of the corporate affairs and the shareholders are unable to break the deadlock, and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or

(2) That the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or

(3) That the shareholders are deadlocked in voting power, and have failed, for a period which includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or

(4) That the corporate assets are being misapplied or wasted.

(b) In an action by a creditor:

(1) When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied and it is established that the corporation is insolvent; or

(2) When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent.

(3) Upon application by a corporation which has filed a statement of intent to dissolve, as provided in this Code, to have its liquidation continued under the supervision of the court.

(4) When an action has been filed by the Nation's General Counsel or Special Counsel to dissolve a corporation and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.

17.1.3.110 DECREE OF INVOLUNTARY DISSOLUTION.

In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of such proceedings and all debts, obligations and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed to its shareholders, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts and obligations, all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease.

Part 17.1.4 CORPORATIONS WHOLLY OWNED BY THE TRIBE

17.1.4.010 SCOPE.

Sections 1-32 through 1-34 apply to all tribal corporations wholly owned by the Tribe, whether directly or as a subsidiary of another tribal corporation wholly owned by the Tribe.

17.1.4.020 APPLICATION.

(a) Corporations directly owned by the Tribe. The consent of the Tribal Council shall be required prior to the incorporation under this Code of any corporation to be wholly owned by the Tribe. For this purpose, the incorporator shall file with the Tribal Services Director, when the incorporator files the articles of incorporation of a corporation to be wholly owned by the Tribe, a certified copy of a resolution of the Tribal Council authorizing the formation of the corporation.

(b) Designation in articles. The articles of a corporation wholly owned, directly or indirectly, by the Tribe shall expressly so state and when accepting the articles for filing, the Tribal Services Director shall note that the corporation is governed by the provisions of this Code applicable to wholly owned tribal corporations.

17.1.4.030 SPECIAL POWERS, PRIVILEGES AND IMMUNITIES OF CORPORATIONS WHOLLY OWNED BY THE TRIBE.

(a) Scope. The special powers, privileges and immunities described in this section shall be available only to a corporation wholly owned, directly or indirectly, by the Tribe.

(b) Jurisdictional and tax immunities. All of the rights, privileges and immunities of the Tribe concerning federal, state, or local taxes, regulations and jurisdiction are hereby conferred on all tribal corporations wholly owned, directly or indirectly, by the Tribe to the same extent that the Tribe would have such rights, privileges and immunities if it engaged in the activities undertaken by the corporation. Absent consent by the corporation, a corporation wholly owned, directly or indirectly, by the Pueblo shall not be subject to taxation by the Pueblo, except to the extent that such taxation is necessary and reasonably appropriate to compensate the Pueblo for services provided to the corporation by the Pueblo.

(c) Sovereign immunity. The sovereign immunity of the Pueblo is hereby conferred on all tribal corporations wholly owned, directly or indirectly, by the Pueblo. A corporation wholly owned, directly or indirectly, by the Pueblo shall have the power to sue and is authorized to consent to be sued in the court, and in all other courts of competent jurisdiction, provided, however, that:

(1) no such consent to suit shall be effective against the corporation unless such consent is:

(A) explicit,

(B) contained in a written contract or commercial document to which the corporation is a party, and

(2) any recovery against such corporation shall be limited to the assets of the corporation.

Any consent to suit may be limited to the court or courts in which suit may be brought, to the matters that may be made the subject of the suit and to the assets or revenues of the corporation against which any judgment may be executed.

Part 17.1.5 EFFECTIVE DATE AND AUTHORITY

17.1.5.010 SEVERABILITY; EFFECT OF INVALIDITY OF PART OF THIS CODE.

If the court shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, article or part of this Code, such judgment or decree shall not affect, impair, invalidate or nullify the remainder of this Code, but the effect thereof shall be confined to the clause, sentence, paragraph, section, article or part of this Code as adjudged to be invalid or unconstitutional.

17.1.5.020 EFFECTIVE DATE.

This Code shall be in full force and effect according to its terms from and after ___________, 2014.

17.1.5.030 AUTHORITY.

This Code is enacted by the Pueblo of San Ildefonso Tribal Council under the authority vested in the Tribal Council by Section 5, clause (a)(i), of the Governing Document of the Pueblo of San Ildefonso. The Tribal Council reserves the right to repeal or amend the provisions of this Code.

17.1.5.040 NO IMPAIRMENT OF CONTRACTS.

Otherwise lawful contracts and other obligations of any corporation shall not be impaired by any subsequent action of the Pueblo or the Tribal Council. Actions to restrain any attempts to impair contracts of tribal corporations, or to declare such actions null and void, shall be available to any interested party in court. Nothing in this section shall be construed to restrict the general application of law, or of this Code to the acts and contracts of tribal corporations.

Chapter 17.2 Department of Economic Development

Part 17.2.1 Department of Economic Development Enabling Act

17.2.1.010 Findings

(a) Annual budget items may only be included if they have first been authorized by law as required by Section 5(a)(ii)(A) of the Agreement;

(b) The Council finds that reorganizing the structure of governmental departments and programs will promote efficiency within the Tribe;

(c) The Council finds that establishing a Department of Economic Development will assist the Tribe in achieving its economic endeavors.

17.2.1.020 Short Title

This enactment shall be known as the Department of Economic Development Act ("Act").

17.2.1.030 Definitions

(a) "Agreement" means the Pueblo de San Ildefonso governing Agreement.

(b) "Council" means the Pueblo de San Ildefonso Council.

17.2.1.040 Purpose

The Purpose of the Act is to establish the Department of Economic Development.

17.2.1.050 Findings

The Council hereby finds and declares that:

(a) reorganizing the structure of governmental departments and programs will promote efficiency within the Tribe; and

(b) establishing a Department of Economic Development will assist the Tribe in achieving its economic endeavors.

17.2.1.060 General Policy

Department of Economic Development. This act shall establish the Department of Economic Development to carry out the Tribe's economic development initiatives.

17.2.1.070 Organization of the Department of Education

(a) There shall be a Director of the Department of Economic Development who shall oversee the general supervision of the department.

(b) In order to promote efficiency within the Department of Economic Development, program offices will be established as necessary. A program director shall oversee the general supervision of the each program office and shall report to the Director of the Department of Economic Development.

17.2.1.080 Department of Economic Development Goals and Objectives

Department of Economic Development. The overall goals of the Department of Economic Development ("Department") are to manage the convenience stores/gas stations ("Phillips 66") located at Totavi and White Rock. The Department shall work towards maximizing revenue, utilizing resources, and managing marketing efforts. The Department shall provide technical advice and assistance to tribal leadership in economic development improvements and opportunities.

17.2.1.090 Amendment

The Council may amend this enabling act or reorganize the Department of Economic Development at any time upon majority vote of the Council.

17.2.1.100 Sovereign Immunity

Nothing in this Act waives the sovereign immunity of the Pueblo or any of its representatives, officers, or employees.

17.2.1.110 Severability

If a court of competent jurisdiction finds any provision of this Act to be invalid or illegal under applicable tribal and/or federal law, such provision shall be severed from this Act and the remainder of this Act shall remain in full force and effect.

Part 17.2.2 Reassumption of Authority and Control Over the San Ildefonso Custodial, LLC

Editor's Notes

This law was originally enacted pursuant to Council Resolution No. SI-R13-034, dated August 28, 2013.

17.2.2.010 Findings

(a) The Council formed San Ildefonso Custodial, LLC ("Custodial") pursuant to Council Resolution No. SI-R07-020;

(b) Pursuant to Article IV of the Articles of Organization, San Ildefonso Custodial is a single member limited liability corporation wholly owned by the Pueblo de San Ildefonso;

(c) Pursuant to Article IV of the Articles of Organization, all shares in the limited liability corporation are owned by the Pueblo de San Ildefonso for the benefit of the Pueblo and its members and the Pueblo Governor and Council shall serve as the Member's representatives, with all rights of a Member;

(d) On September 16, 2009, the Council, through Resolution No. SI-R09-031 entitled "Authorizing the San Ildefonso Pueblo Enterprise Corporation to Own and Operate the San Ildefonso Custodial Services, LLC," assigned San Ildefonso Custodial to San Ildefonso Pueblo Enterprise Corporation ("SIPEC") the Pueblo's federally chartered corporation, so that San Ildefonso Custodial would be a wholly-owned and operated subsidiary of SIPEC;

(e) The Council, by Council Resolution No. SI-R09-031, also authorized the transfer of the Teaming Agreement with Tsay Building Services, LLC, from the Pueblo to SIPEC;

(f) The Articles of Organization authorize the adoption of an Operating Agreement for the conduct of business and affairs of the San Ildefonso Custodial;

(g) The Second Amended Operating Agreement for San Ildefonso Custodial, LLC, at Section 3.1 states that the Council by Resolution No. SI-R09-031 assigned to the SIPEC Board of Directors the responsibility to serve as the Pueblo's Member Representative for San Ildefonso Custodial;

(h) The SIPEC Board has served as the Member's Representative for San Ildefonso Custodial since 2009;

(i) The transfer of San Ildefonso Custodial to SIPEC has not met the Pueblo's expectations;

(j) The Council has determined that for the protection and continued viability of San Ildefonso Custodial, it is in the best interest of the Pueblo to rescind Tribal Council Resolution No. SI-R09-031and reassume any and all interest and authorities in San Ildefonso Custodial that were previously assigned to SIPEC.

17.2.2.020

The Pueblo de San Ildefonso Council hereby rescinds in its entirety the Tribal Council Resolution No. SI-R09-031 "Authorizing the San Ildefonso Pueblo Enterprise Corporation to Own and Operate the San Ildefonso Custodial Services, LLC," effectively immediately.

17.2.2.030

The Pueblo de San Ildefonso Council, on behalf of the single member, the Pueblo de San Ildefonso, shall reassume any and all interests and all authorities of the San Ildefonso Custodial Services, LLC, previously assigned to SIPEC, and shall reassume all authorities as the Member's Representative under the Articles of Organization for the San Ildefonso Custodial Services, effectively immediately.

Part 17.2.3 Approving Resolution to Petition the Secretary of the Interior to Amend the Federal Charter of Incorporation of Pueblo Insurance Agency, Inc.

17.2.3.010 Findings

(a) On November 2, 2001, the Secretary of the Interior issued a federal charter of incorporation to the All Indian Pueblo Council for the Pueblo Insurance Agency, Inc. ("Federal Charter") under Section 17 of the Indian Reorganization Act of 1934, 25 U.S.C. § 477, for the benefit of the Pueblo of Acoma, Pueblo of Cochiti, Pueblo of Isleta, Pueblo of Jemez, Pueblo of Laguna, Pueblo of Santa Ana, Pueblo of Sandia, Pueblo of San Felipe, Pueblo of Santo Domingo, Pueblo of Zia, Pueblo of Zuni, Pueblo of Nambe, Pueblo of Picuris, Pueblo of Pojoaque, Pueblo of Santa Clara, Pueblo de San Ildefonso, Ohkay Owingeh, Pueblo of Tesuque, and Pueblo of Taos (the "19 Pueblos");

(b) The Federal Charter, Art. XX (A), authorizes the All Indian Pueblo Council, as the shareholder's representative of the 19 Pueblos, to petition the Secretary to amend the Federal Charter;

(c) There is no requirement or procedure under the law of the Pueblo requiring a referendum by the members of the Pueblo or any other procedure or requirement beyond this resolution in order to petition the Secretary for the Amended Federal Charter under 25 U.S.C. § 477;

(d) The 19 Pueblos dissolved the All Indian Pueblo Council in 2011;

(e) In light of the dissolution of the All Indian Pueblo Council, the 19 Pueblos desire to remove all references to the All Indian Pueblo Council from the Federal Charter and clarify the role of the 19 Pueblos as the sole shareholders under the Federal Charter as shown on the amended Federal Charter ("Amended Federal Charter"), which is attached as Exhibit A;

(f) The Pueblo de San Ildefonso finds that it is in the best interests of the Pueblo to petition the Secretary to approve the Amended Federal Charter.

17.2.3.020

Pueblo de San Ildefonso Tribal Council hereby petitions the Secretary to approve the Amended Federal Charter, or in such modified form as the Secretary may approve with the concurrence of the Pueblo.

17.2.3.030

Pueblo de San Ildefonso Tribal Council requests that the Secretary issue the Amended Federal Charter jointly to the 19 Pueblos at the earliest feasible date.

17.2.3.040

Pueblo de San Ildefonso Tribal Council authorizes the Governor of the Pueblo de San Ildefonso to work with the Pueblo Insurance Agency, Inc., and the other Pueblos to secure the timely issuance of the Amended Federal Charter.

17.2.3.050

That, as required by 25 U.S.C. § 477, the Amended Federal Charter requested in this resolution will not be effective until ratified by vote of the governing bodies of all the 19 Pueblos.

Part 17.2.4 Resolution Ratifying Amendments to Federal Charter of Pueblo Insurance Agency, Inc.

Editor's Notes

This law was originally enacted pursuant to Council Resolution No. SI-R15-019, dated July 30, 2015.

17.2.4.010 Findings

(b) The Pueblo, by Tribal Council Resolution No. SI-R15-006 (March 13, 2015) ("Tribal Council Resolution"), petitioned the Secretary to approve certain amendments to PIA's federal charter (the "Amended Federal Charter") to, among other things, remove all references to the All Indian Pueblo Council, which the 19 Pueblos dissolved in 2013;

(c) On May 15, 2015, the Secretary approved the Amended Federal Charter, which is attached as Exhibit A, subject to ratification by the governing body of each of the 19 Pueblos;

(d) The Amended Federal Charter is in the form requested by the Pueblo in the Tribal Council Resolution, and is acceptable to the Tribal Council;

(e) There is no requirement under the laws of the Pueblo that would require a referendum by the members of the Pueblo or any other procedure beyond this resolution in order to ratify the Amended Federal Charter.

17.2.4.020

The Tribal Council hereby ratifies the Amended Federal Charter.

17.2.4.030

The Amended Federal Charter shall be effective upon the ratification by all the 19 Pueblos.

Part 17.2.5 Ratifying The Formal Name Change Of San Ildefonso Custodial, LLC, And Approving The Fourth Amended Operating Agreement Of San Ildefonso Services, LLC, (Formerly Known As San Ildefonso Custodial, LLC)

Editor's Notes

This law was originally enacted pursuant to Council Resolution No. SI-R13-034, dated August 28, 2013.

17.2.5.010 Findings

(a) On May 14, 2007, by Tribal Council Resolution No. SI-R07-020, the Tribal Council chartered San Ildefonso Custodial, LLC, by approving its Articles of Organization;

(b) San Ildefonso Custodial, LLC, is chartered under tribal law as a single member limited liability company wholly owned by the Pueblo and the Pueblo de San Ildefonso Governor and Tribal Council serve as the Member's Representatives, as stipulated in the Operating Agreement;

(c) On January 7, 2009, by Tribal Council Resolution No.SI-R07-001, the Tribal Council approved the Operating Agreement of San Ildefonso Custodial, LLC;

(d) The Operating Agreement has been amended on three prior occasions;

(e) On August 5, 2015, the Member's Representatives approved a name change whereby San Ildefonso Custodial, LLC, would become San Ildefonso Services, LLC;

(f) On August 5, 2015, the Member's Representatives approved the "San Ildefonso Services, LLC (aka San Ildefonso Custodial, LLC) Fourth Amended Operating Agreement;"

(g) The Council desires to ratify its actions on August 5, 2015, by formal resolution.

17.2.5.020

The Council ratifies its actions on August 5, 2015, to: (1) Approve a name change whereby San Ildefonso Custodial, LLC, is now known as San Ildefonso Services, LLC; and (2) Approve the "San Ildefonso Services, LLC (aka San Ildefonso Custodial, LLC) Fourth Amended Operating Agreement."

Part 17.2.6 Amending Section 2.1 Of The Fourth Amended Operating Agreement Of San Ildefonso Services, Llc (F/K/A San Ildefonso Custodial, Llc) To Identify Current Board Of Managers

Editor's Notes

This law was originally enacted pursuant to Council Resolution No. SI-R17-007, dated March 21, 2017.

17.2.6.010 Findings

(a) on May 14, 2007, by Council Resolution No. SI-R07-020, the Council chartered San Ildefonso Custodial, LLC, by approving its Articles of Organization;

(b) San Ildefonso Custodial, LLC, is chartered under tribal law as a single member limited liability company wholly owned by the Pueblo, and the Pueblo de San Ildefonso Governor and Council serve as the Member's Representatives;

(c) On January 7, 2009, by Council Resolution No. SI-R07-001, the Council approved the Operating Agreement of San Ildefonso Custodial, LLC;

(d) On August 5, 2015, the Member's Representatives approved a name change whereby San Ildefonso Custodial, LLC, would become San Ildefonso Services, LLC, and further approved the Fourth Amended Operating Agreement for San Ildefonso Services, LLC, which was later ratified by Council Resolution No. SI-R16-031;

(e) The "Fourth Amended Operating Agreement" at Section 2.1 identifies the Board of Managers as Dominic Pruitt, Barbara Gonzales, and Pamela Garcia;

(f) On March 8, 2017, the Member's Representatives appointed Martin Lovato as a Manager to fulfill the remaining unexpired term following the resignation of Board Member Pamela Garcia;

17.2.6.020

The Member's Representatives hereby amend and replace Section 2.1 of the Fourth Amended Operating Agreement for San Ildefonso Services, LLC, as follows:

2.1 Management by Managers. This LLC will be managed by a Board of Managers selected by the Member's Representatives, in accordance with the Articles of Organization. The Board of Managers shall select the LLC's program development manager and other employees not based at Los Alamos National Laboratory. The LLC Board of Managers selected by the Member's Representatives are:

Names:

Dominic Pruitt
Barbara Gonzales
Martin Lovato

17.2.6.030

That as a Manager, Martin Lovato shall provide a signed certification consistent with Section 9 of the Fourth Amended Operating Agreement stating that he has read the Fourth Amended Operating Agreement and agrees to be bound by its terms in discharging his duties as a Manager.

Part 17.2.7 Act to Transfer Ownership and Operation of C-Stores to San Ildefonso Services, LLC

17.2.7.010 Short Title

This enactment shall be known as the "ACT TO TRANSFER OWNERSHIP AND OPERATION OF C-STORES TO SAN ILDEFONSO SERVICES, LLC."

17.2.7.020 Definitions

(a) "C-Stores" means the Totavi and White Rock Phillips 66 Convenience Stores and Gas Stations located within the external boundaries of the Pueblo.

(b) "SIS LLC" means San Ildefonso Services, LLC, a single member limited liability company organized under tribal law and wholly owned by the Pueblo.

17.2.7.030 Purpose

The purpose of this Act is to authorize the transfer of ownership and operation of the C-Stores from the Pueblo to SIS LLC.

17.2.7.040 Findings

The Council hereby finds and declares that:

(a) The Pueblo owns and operates two C-Stores within the Pueblo's lands; and

(b) The Council has determined that it is in the best interests of the Pueblo to transfer the ownership and operation of the C-Stores to SIS LLC.

17.2.7.050 Conditions of Transfer

This Act establishes the following essential terms pursuant to which the ownership and operation of the C-Stores shall be transferred from the Pueblo to SIS LLC:

(a) The asset transfer will be effective beginning July 1, 2017.

(b) The Pueblo will grant, convey, assign, transfer and deliver to SIS LLC all of the Pueblo's rights, title and interest in and to the C-Stores, with the exception of any trust or fee land underlying the C-Stores, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever.

(c) The Pueblo will provide any and all necessary consent and authorization to allow SIS LLC to assume its rights and obligations under any financial accounts, insurance policies, or other accounts necessary to own and operate the C-Stores.

(d) SIS LLC will assume all liabilities, including contracts and accounts, of the C-Stores existing on or accrued after July 1, 2017, and SIS LLC will be responsible for the timely payment of any applicable taxes related to the operation of or otherwise imposed on the C-Stores.

(e) SIS LLC will not assume any liability existing or accrued prior to July 1, 2017, whether such liability is due to a debt, tax, or other obligation, and should SIS LLC learn of any liability existing or accrued prior to July 1, 2017, it must promptly notify the Pueblo of such liability and the Pueblo shall indemnify SIS LLC for such liability or its pro rata portion of such liability.

(f) All employees of the C-Stores will become employees of SIS LLC effective July 1, 2017, and SIS LLC will be responsible for payroll, benefits, and related human resources matters for employees of the C-Stores.

(g) Prior to September 30, 2017, SIS LLC will develop and provide to the Pueblo a balance sheet, income statement, and cash flow statement for the C-Stores, and propose terms of a lease agreement for the lease of the Pueblo's lands on which the C-Stores are located.

(h) SIS LLC will assume full responsibility for insuring, maintaining, and repairing the C-Stores, and will be responsible for continuing or maintaining any and all policies of insurance with coverage and limits at or exceeding the coverage and limits of the current policies and as mandated by law or agreement.

17.2.7.060 Authority of Tribal Governor to Execute Transfer

The Council hereby authorizes the Governor of the Pueblo to carry out and execute all documents necessary to effect the transfer of the C-Stores to SIS LLC pursuant to the terms of this Act.

Part 17.2.8 Amending Article XI(I) of the Third Amended Articles of Organization and Section 2.7.3 of the Fourth Amended Operating Agreement of San Ildefonso Services, LLC

17.2.8.010 Findings

(a) The Pueblo de San Ildefonso ("Pueblo") is a sovereign and self-governing Tribe, recognized as such by the United States of America, with the authority to govern its people, lands and other resources.

(b) San Ildefonso Services, LLC, is chartered under tribal law as a single member limited liability company wholly owned by the Pueblo, and the Pueblo de San Ildefonso Governor and Council serve as the Member's Representatives.

(c) Pursuant to the Third Amended Articles of Organization and the Fourth Amended Operating Agreement of San Ildefonso Services, LLC, the company is a Manager-Managed LLC with the authority to manage the business affairs of the company vested in a Board of Managers that shall contain three (3) managers elected by the Pueblo de San Ildefonso Council, acting as the Member's Representatives.

(d) Article XI(I) of the Third Amended Articles of Organization and Section 2.7.3 of the Fourth Amended Operating Agreement both require that a quorum for any Managers' Meeting shall consist of three (3) Managers, and if a quorum is not present, the meeting shall be adjourned to a new place and time.

(e) Due to temporary vacancies on the Board of Managers or the occasional unavailability of Managers, the quorum requirement in Article XI(I) of the Third Amended Articles of Organization and Section 2.7.3 of the Fourth Amended Operating Agreement may create an inability of the Board of Managers to hold Managers' Meetings and otherwise act to manage the business affairs of the company.

(f) The Pueblo de San Ildefonso Governor and Council, as Member's Representatives, have determined that it is prudent and in the best interests of San Ildefonso Services, LLC to amend the quorum requirement contained in Article XI(I) of the Third Amended Articles of Organization and Section 2.7.3 of the Fourth Amended Operating Agreement to allow a quorum of two (2) Managers for Managers' Meetings.

(g) The sole authority to make amendments to the Articles of Organization is vested in the Pueblo de San Ildefonso Council as Member's Representatives, and any amendments must be written in a Council Resolution.

(h) The Fourth Amended Operating Agreement can only be amended or modified through a written instrument executed by the Member's Representatives.

17.2.8.020

Managers' Meetings, Notices, Quorum, and Procedure. A quorum for any Managers' Meeting shall consist of two (2) Managers, and if a quorum is not present, the meeting shall be adjourned to a new place and time. An adjournment shall not be necessary, however, and a Managers' Meeting with less than a quorum may be held, if all non-attending Managers agreed in writing prior to the meeting to the holding of the meeting. All such written consents to the holding of a formal meeting shall be kept and filed with the records of the meeting. A Manager may participate telephonically, with the consent of the other Managers.

(b) The Pueblo de San Ildefonso Council as Member's Representatives hereby amend and replace Section 2.7.3 of the Fourth Amended Operating Agreement in its entirety as follows:

Quorum. A quorum for any Manager's Meeting shall consist of two (2) Managers, and if a quorum is not present, the meeting shall be adjourned to a new place and time with notice of the adjourned meeting given to all Managers. An adjournment shall not be necessary, however, and a Manager's Meeting with less than a quorum may be held, if all non-attending Managers agreed in writing prior to the meeting to the holding of the meeting. All such written consents to the holding of a formal management meeting shall be kept and filed with the records of the meeting. Ex-officio managers of the LLC shall not be counted in reaching a quorum of the LLC. A Manager may participate telephonically, with the consent of the other Managers.

(c) Such amendments are incorporated into a Fourth Amended Articles of Organization for San Ildefonso Services, LLC and a Fifth Amended Operating Agreement which are hereby approved.

Part 17.2.9 Approving and Enacting Amended Articles of Organization and Amended Operating Agreement for San Ildefonso Services, LLC

Editor's Notes

See San Ildefonso Servs. Fourth Amended Arts. of Org.

17.2.9.010 Findings

(a) The Pueblo de San Ildefonso ("Pueblo') is a sovereign and self-governing Tribe, recognized as such by the United States of America.

(b) The sovereign authority of the Pueblo is vested in its Council and Governor.

(c) San Ildefonso Services, LLC, is chartered under tribal law as a single member limited liability company wholly owned by the Pueblo, and the Pueblo de San Ildefonso Governor and Council currently serve as the Member's Representatives.

(d) The Council has determined it is prudent and in the best interests of the Pueblo and San Ildefonso Services, LLC to reorganize the Member's Representatives and the Management of San Ildefonso Services, LLC to allow for more efficient oversight and management of the entity.

(e) The Council has reviewed and approved the attached amended Articles of Organization and the Operating Agreement for San Ildefonso Services, LLC, effective as of March 31, 2018.

17.2.9.020

The Pueblo de San Ildefonso Council hereby approves and adopts this resolution in accordance with the requirements of the Agreement, according to published Council procedures, and authorizes and directs the Governor, or his designee, to take such actions as deemed necessary to carry out the intent of this resolution.

Part 17.2.10 Amending the Effective Date of the Amended Articles of Organization for San Ildefonso Services, LLC

17.2.10.010 Findings

(a) The Pueblo de San Ildefonso ("Pueblo') is a sovereign and self-governing Tribe, recognized as such by the United States of America.

(b) The sovereign authority of the Pueblo is vested in its Council and Governor.

(d) The Council enacted Council Resolution No. SI-R17-047, titled "Approving and Enacting Amended Articles of Organization and Operating Agreement for San Ildefonso Services, LLC".

(e) By Council Resolution No. SI-R17-047, the amendments to the Articles of Organization were to be effective as of March 31, 2018.

(f) The Council has determined that it is prudent and in the best interests of the Pueblo and San Ildefonso Services, LLC to amend and change the effective date of the Amended Articles of Organization to September 1, 2018.

17.2.10.020

The Council hereby amends the "Fourth Amended Articles of Organization for San Ildefonso Services, a Limited Liability Company Chartered by the Pueblo de San Ildefonso, a federally recognized sovereign" to extend the effective date from March 31, 2018 to September 1, 2018, all other terms of Council Resolution No. SI-R17-047 shall remain in effect.

17.2.10.030

Part 17.2.11 Approving and Authorizing the Business Lease with San Ildefonso Services, LLC for the Totavi Convenience Store

17.2.11.010 Short Title

This enactment shall be known as the Act, "APPROVING AND AUTHORIZING THE BUSINESS LEASE WITH SAN ILDEFONSO SERVICES, LLC FOR THE TOTAVI CONVENIENCE STORE."

17.2.11.020 Definitions

(a) "Totavi Convenience Store" means the Totavi Convenience Store and Gas Station located within the external boundaries of the Pueblo.

(b) "SIS LLC" means San Ildefonso Services, LLC, a single member limited liability company organized under tribal law and wholly owned by the Pueblo .

17.2.11.030 Purpose

The purpose of this Act is to authorize and direct the Governor of the Pueblo to negotiate and execute a Business Lease with SIS LLC for the Totavi Convenience Store.

17.2.11.040 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, San Ildefonso Services, LLC will need to obtain a business lease for the premises of the Totavi Convenience Store, which is located on the Pueblo's lands.

(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) A copy of the proposed Business Lease for the Totavi Convenience Store is attached to this Resolution ("Proposed Business Lease" or "Proposed Lease").

17.2.11.050 Council Authorizations and Waivers

(a) The Council has reviewed the proposed monetary compensation that must be paid under the Proposed Business Lease and has determined the amount to be satisfactory to the Pueblo, and the Council hereby waives valuation that may otherwise be required under the Code of Federal Regulations, and has determined that accepting such negotiated compensation and waiving valuation is in the best interests of the Pueblo.

(b) The Council has determined that it is in the Pueblo's best interest that no periodic review of the adequacy of compensation or adjustment be required for the Proposed Business Lease.

(c) The Council has determined that it is in the Pueblo's best interest to waive the requirement of a performance bond or an alternative form of security that may otherwise be required under the Code of Federal Regulations, and further requests that the Bureau of Indian Affairs, Department of the Interior, defer to the Council's express waiver of such bond or security.

(d) The Council has determined that it is in the Pueblo's best interest to provide an express and limited waiver of its immunity from suit, subject to the limitations herein, only as to actions to enforce the Business Lease or any settlement agreement reached in mediation under the Business Lease, provided that the Pueblo's limited waiver of sovereign immunity is granted only to San Ildefonso Services, LLC and not to any other individual or entity, and that the Pueblo de San Ildefonso Tribal Court shall have exclusive jurisdiction over any lawsuit brought pursuant to this limited waiver of immunity.

(e) The Council has determined that the Governor may execute said Business Leases or any other certification required by federal or tribal law.

17.2.11.060 Authority of Tribal Governor to Execute the Business Lease

The Council hereby authorizes and directs the Governor of the Pueblo to negotiate and execute a final Business Lease in substantially the same form as the attached Proposed Business Lease consistent with this Act, make any revisions and amendments that may be necessary and required to support the execution of a final Business Lease, and execute any certification that may be required by federal or tribal law to support the execution of a final Business Lease.

Part 17.2.12 Approving and Authorizing the Business Lease with San Ildefonso Services, LLC for the White Rock Convenience Store

17.2.12.010 Short Title

This enactment shall be known as the Act, "APPROVING AND AUTHORIZING THE BUSINESS LEASE WITH SAN ILDEFONSO SERVICES, LLC FOR THE WHITE ROCK CONVENIENCE STORE."

17.2.12.020 Definitions

(a) "White Rock Convenience Store" means the White Rock Convenience Store and Gas Station located within the external boundaries of the Pueblo.

(b) "SIS LLC" means San Ildefonso Services, LLC, a single member limited liability company organized under tribal law and wholly owned by the Pueblo.

17.2.12.030 Purpose

The purpose of this Act is to authorize and direct the Governor of the Pueblo to negotiate and execute a Business Lease with SIS LLC for the White Rock Convenience Store.

17.2.12.040 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, San Ildefonso Services, LLC will need to obtain a business lease for the premises of the White Rock Convenience Store, which is located on the Pueblo's lands.

(e) A copy of the proposed Business Lease for the White Rock Convenience Store is attached to this Resolution ("Proposed Business Lease" or "Proposed Lease").

17.2.12.050 Council Authorizations and Waivers

(b) The Council has determined that it is in the Pueblo's best interest that no periodic review of the adequacy of compensation or adjustment be required for the Proposed Business Lease.

(e) The Council has determined that the Governor may execute said Business Leases or any other certification required by federal or tribal law.

17.2.12.060 Authority of Tribal Governor to Execute the Business Lease

Part 17.2.13 Act Approving Tax Subsidy to San Ildefonso Services, LLC

17.2.13.010 Short Title

This enactment shall be known as the Act, "ACT APPROVING TAX SUBSIDY TO SAN ILDEFONSO SERVICES, LLC ("Act")."

17.2.13.020 Purpose

The purpose of this Act is to approve the Pueblo de San Ildefonso Tax Subsidy to San Ildefonso Services, LLC.

17.2.13.030 Findings

The Council hereby finds and declares that:

(a) San Ildefonso Services, LLC, ("SIS LLC") is chartered under tribal law as a single member limited liability company wholly owned by the Pueblo, and the Pueblo de San Ildefonso Governor and Council currently serve as the Member's Representatives.

(b) The Pueblo owned and operated two businesses within the Pueblo's lands commonly referred to as the Totavi and White Rock Phillips 66 Convenience Stores and Gas Stations ("C-Stores").

(d) SIS LLC assumed all liabilities, including contracts and accounts, of the C-Stores accrued after July 1, 2017, and SIS LLC is responsible for the payment of any applicable taxes related to the operation of or otherwise imposed on the C-Stores.

(e) SIS LLC assumed full responsibility for insuring, maintaining, and repairing the C-Stores.

(f) SIS LLC assumed all C-Stores employees and responsible for payroll, benefits, and related human resources matters for employees of the C-Stores.

(g) Since the July 1, 2017 acquisition of the C-Stores, SIS LLC has endeavored to enhance the operations and profitability of the C-Stores but operational and procurement costs have made this extremely difficult. On May 21, 2018, SIS LLC presented the C-Stores' financial concerns along with supporting financial information, to the Council and formally requested that the Pueblo provide a subsidy of $0.06 for every gallon sold to allow SIS LLC to adequately compete in the local market.

(h) The Council has determined it is in the Pueblo's best interest to support SIS LLC and its operation of the C-Stores and provide a subsidy of $0.06 for every gallon sold, and has identified that such subsidy could be paid from revenues generated by the Pueblo's $0.17 per gallon fuel tax, and such subsidy shall be made pursuant to specific terms contained herein.

(i) The Council has determined that the Pueblo Governor may execute such subsidy pursuant to certain essential terms contained herein.

(j) The Council finds the need to approve the Pueblo de San Ildefonso Tax Subsidy to San Ildefonso Services, LLC.

17.2.13.040 Authorizations

(a) The Council hereby approves and authorizes the provision of a subsidy to SIS LLC of $0.06 for every gallon sold by the C-Stores.

(b) Such subsidy shall be paid by the Pueblo from revenues received by the Pueblo from the $0.17 per gallon fuel tax paid by the C-Store.

(d) The subsidy shall begin within thirty (30) days of the effective date of this Act and shall expire one (1) year from the effective date of this Act.

(e) SIS, LLC shall provide monthly financial and fuel reports, and such other information and documents, to the Governor to support the expenditure and continuation of said subsidy.

(f) The Pueblo de San Ildefonso Council authorizes the Pueblo Governor to initiate the subsidy and develop and execute any documents that may be necessary to support the provision of said subsidy.

(g) The Governor is authorized to take such actions as deemed necessary to carry out the intent and direction this Act.

Part 17.2.14 Amending the Effective Date of the Amended Articles of Organization for San Ildefonso Services, LLC

17.2.14.010 Findings

(a) The Pueblo de San Ildefonso ("Pueblo') is a sovereign and self-governing Tribe, recognized as such by the United States of America.

(b) The sovereign authority of the Pueblo is vested in its Council and Governor.

(d) The Council enacted Council Resolution No. SI-R17-047, titled "Approving and Enacting Amended Articles of Organization and Operating Agreement for San Ildefonso Services, LLC".

(e) By Council Resolution No. SI-R17-047, the amendments to the Articles of Organization were to be effective as of March 31, 2018.

(f) By Council Resolution No. SI-R18-004, the effective date of the amendments to the Articles of Organization was extended to be effective as of September 1, 2018.

(g) The Council has determined that it is prudent and in the best interests of the Pueblo and San Ildefonso Services, LLC to amend and change the effective date of the Amended Articles of Organization to December 31, 2018.

17.2.14.020

The Council hereby amends the "Fourth Amended Articles of Organization for San Ildefonso Services, a Limited Liability Company Chartered by the Pueblo de San Ildefonso, a federally recognized sovereign" to extend the effective date to December 31, 2018, all other terms of Council Resolution No. SI-R17-047 shall remain in effect.

17.2.14.030

Part 17.2.15 Approving San Ildefonso Services, LLC, to Evaluate Options to Establish a Tribally-owned and Operated Telecommunications Cell Tower aka "Totavi Cell Tower Project"

17.2.15.010 Findings

(a) The Pueblo recognizes the need to expand employment opportunities for tribal members in the energy, utility, and telecommunications industry.

(b) The Pueblo also recognizes the need to expand infrastructure that serves its members, including telecommunications utilities.

(c) San Ildefonso Services, LLC, is chartered under tribal law as a single member limited liability company wholly owned by the Pueblo, and the Governor and Council serve as the Member's Representatives.

(d) San Ildefonso Services, LLC, understands that there are potential economic benefits and rewards for tribal members beyond what is currently available at the Pueblo, and that expanding the telecommunications infrastructure at the Pueblo will enhance employment and other opportunities to the Pueblo and its members.

(e) The Totavi Cell Tower Project, a proposed tribally-owned and operated cell tower project, is a promising opportunity to receive funding through the development of a cell tower including the opportunity to obtain grant and loan programs, to seek out new energy, utility, and telecommunication resources.

(f) San Ildefonso Services, LLC, requests approval and support from the Pueblo to take the initial steps to establish the Totavi Cell Tower Project as a 100% tribally-owned, operated, and managed business conducted by San Ildefonso Services, LLC.

(g) San Ildefonso Services, LLC, is evaluating options to apply for and obtain grant and/or loan funding for the Totavi Cell Tower Project.

(h) The Council has determined that it is prudent and in the best interests of the Pueblo to authorize San Ildefonso Services, LLC to evaluate options to apply for and obtain grant/loan funding for the Totavi Cell Tower Project and requests that San Ildefonso Services, LLC provide a written report to the Council within sixty (60) days on the options available for funding the project, proposed funding and repayment terms, revenue projections, and other requirements necessary for the development of the Totavi Cell Tower Project, including the leasing of tribal lands and the delivery of electrical and other utilities.

17.2.15.020

(a) The Council hereby authorizes San Ildefonso Services, LLC to evaluate options to apply for and obtain grant and loan funding for the Totavi Cell Tower Project; and

(b) The Council hereby directs San Ildefonso Services, LLC provide a written report to the Council within sixty (60) days on the options available for funding the project, proposed funding and repayment terms, revenue projections, and other requirements necessary for the development of the Totavi Cell Tower Project, including the leasing of tribal lands and the delivery of electrical and other utilities; and

(c) The Governor is authorized to take such actions as deemed necessary to carry out the intent and direction of this Resolution.

Part 17.2.16 Reappointing and Establishing the Term of Office of the Board of Managers of San Ildefonso Services, LLC

17.2.16.010 Findings

(a) The Pueblo de San Ildefonso ("Pueblo') is a sovereign and self-governing Tribe, recognized as such by the United States of America.

(b) The sovereign authority of the Pueblo is vested in its Council and Governor.

(c) San Ildefonso Services, LLC, is chartered under tribal law as a single member limited liability company, wholly owned by the Pueblo, and the Pueblo de San Ildefonso Governor and Council currently serve as the Member's Representatives.

(d) Pursuant to the Articles of Organization, as amended, San Ildefonso Services, LLC, is a Manager-Managed LLC with the authority to manage the business affairs of the company vested in a Board of Managers consisting of three (3) Managers.

(e) Under Article XI of the Articles of Organization, the Managers shall be "elected by the Pueblo de San Ildefonso Council, acting as the Member's Representatives, pursuant to a written Member Resolution," and such election "shall be held at a meeting of the Pueblo de San Ildefonso Tribal Council acting as a Member's Representatives.

(f) Under Article XI of the Articles of Organization, the Tribal Council, acting as Member's Representatives, may fill vacancies and lengthen or shorten the terms of the office of any elected Manager.

(g) The Member's Representatives have determined that it is prudent and in the best interests of San Ildefonso Services, LLC, to reappoint Dominic Pruitt, Barbara Gonzales, and Sean Hughes as the Board of Managers, with Mr. Pruitt serving as Chairman, for terms to expire on December 31, 2018.

17.2.16.020

The Member's Representatives hereby reappoint Dominic Pruitt, Barbara Gonzales, and Sean Hughes as the Board of Managers of San Ildefonso Services, LLC, with Mr. Pruitt serving as Chairman.

17.2.16.030

The Board of Managers terms of office shall expire on December 31, 2018.

Part 17.2.17 Approving and Enacting the Sixth Amended Operating Agreement of the San Ildefonso Services, LLC

Editor's Notes

See San Ildefonso Services, LLC Sixth Amended Operating Agreement

17.2.17.010 Findings

(a) The Pueblo de San Ildefonso ("Pueblo') is a sovereign and self-governing Tribe, recognized as such by the United States of America.

(b) San Ildefonso Services, LLC, ("SIS LLC") is chartered under tribal law as a single member limited liability company wholly owned by the Pueblo, and the Pueblo de San Ildefonso Governor and Council currently serve as the Member's Representatives.

(c) Pursuant to section 8.4 Entire Agreement of the Operating Agreement, the Operating Agreement "shall not be amended modified, or replaced except by a written instrument executed by the Member's Representatives as well as any and all additional parties who become members of this LLC after the adoption of this agreement".

(e) The Member's Representatives have reviewed and approved the attached Sixth Amended Operating Agreement of the San Ildefonso Services, LLC, effective as of December 31, 2018, as is it best interests of the Pueblo and San Ildefonso Services, LLC.

17.2.17.020

The Member's Representatives hereby approve and adopt this resolution in accordance with the requirements of the Operating Agreement.

Part 17.2.18 Approving and Enacting the Fifth Amended Articles of Organization for San Ildefonso Services, LLC

Editor's Notes

See San Ildefonso Servs. Fifth Amended Arts. of Org.

17.2.18.010 Findings

(a) The Pueblo de San Ildefonso ("Pueblo') is a sovereign and self-governing Tribe, recognized as such by the United States of America.

(b) The sovereign authority of the Pueblo is vested in its Council and Governor.

(d) The Council enacted Council Resolution No. SI-R17-047, titled "Approving and Enacting Amended Articles of Organization and Operating Agreement for San Ildefonso Services, LLC" thereby approving the Fourth Amended Articles of Organization, which were ultimately to be effective December 31, 2018 (see Council Resolution Nos. SI-R18-004 and SI-R18-017).

(e) The Council has reviewed and approved the attached Fifth Amended Articles of Organization for San Ildefonso Services, LLC, effective as of December 31, 2018, as it is in the best interests of the Pueblo and San Ildefonso Services, LLC.

17.2.18.020

Council hereby approves and adopts this resolution in accordance with the requirements of the Agreement, according to published Council procedures, and authorizes and directs the Governor, or his designee, to take such actions as deemed necessary to carry out the intent of this resolution.

Part 17.2.19 Act Authorizing Amendments to the Business Lease with San Ildefonso Services, LLC, for the Totavi Convenience Store

17.2.19.010 Short Title

This enactment shall be known as "ACT AUTHORIZING AMENDMENT TO BUSINESS LEASE WITH SAN ILDEFONSO SERVICES, LLC, FOR THE TOTAVI CONVENIENCE STORE" ("Act").

17.2.19.020 Definitions

(a) "Agreement" means the Pueblo de San Ildefonso Governing Agreement.

(b) "Council" means the Pueblo de San Ildefonso Council.

17.2.19.030 Purpose

The purpose of this Act is to authorize amendment of the May 9, 2018 Business Lease between the Pueblo and the San Ildefonso Services, LLC for the Totavi Gas Station and Convenience Store. The Amendment of Business Lease ("Amendment") sets out the amended terms of the Business Lease for the changed acreage and Surveyor's Certificate for the boundary survey.

17.2.19.040 Findings

The Council hereby finds that:

(a) On May 9, 2018, the Pueblo and San Ildefonso Services, LLC entered into a Business Lease for the Totavi Gas Station and Convenience Store, the term of which started on July 1, 2017.

(b) Preliminary surveys must be reviewed by the Southwest Region - Bureau of Land Management Indian Lands Surveyor to verify that all Basic Requirements for Surveys within the BIA Southwest Region are implemented.

(c) In the process of reviewing the boundary survey plat for the Leased Premises, findings were identified and changes were required.

(d) 25 CFR Part 162.418 requires an accurate legal description of the leased premises.

(e) The Council acknowledges that there is an increase in the amount of acreage of approximately 0.0312 acres for the Leased Premises from the total amount of 2.1892 acres reflected in the initial survey and determines that it is the best interest of the Pueblo to amend the Business Lease to reflect the changed acreage and update the Surveyor's Certificate date.

(f) The Council acknowledges this amendment is to correct the acreage to 2.2204 acres (96,720 Sq. Ft.), more or less and update the Surveyors Certificate date to November 29, 2018 resulting from the survey review requirement.

(g) The Council, having reviewed the Amendment to Business Lease document, attached hereto, finds approval of the Amendment is in the best interest of the Pueblo.

(h) The Council acknowledges that all other terms of the May 9, 2018 Business Lease remain in full force and effect.

17.2.19.050 Authorizations

(a) The Council approves the attached Amendment to the Business Lease.

(b) The Governor is authorized to make any minor technical non-substantive amendments to the Amendment to Business lease document as may be necessary, provided that the Council is informed of such amendments.

(c) The Governor is authorized to take such actions as necessary to submit the completed Amendment to Business Lease to BIA-Northern Pueblos Agency for review and approval.

Part 17.2.20 Act Authorizing Amendments to the Business Lease with San Ildefonso Services, LLC, for the White Rock Convenience Store

17.2.20.010 Short Title

This enactment shall be known as "ACT AUTHORIZING AMENDMENT TO BUSINESS LEASE WITH SAN ILDEFONSO SERVICES, LLC, FOR THE WHITE ROCK CONVENIENCE STORE" ("Act").

17.2.20.020 Definitions

(a) "Agreement" means the Pueblo de San Ildefonso Governing Agreement.

(b) "Council" means the Pueblo de San Ildefonso Council.

17.2.20.030 Purpose

The purpose of this Act is to authorize amendment of the May 9, 2018 Business Lease between the Pueblo and the San Ildefonso Services, LLC for the White Rock Gas Station and Convenience Store. The Amendment of Business Lease ("Amendment") sets out the amended terms of the Business Lease for the changed acreage and Surveyor's Certificate for the boundary survey.

17.2.20.040 Findings

The Council hereby finds that:

(a) On May 9, 2018, the Pueblo and San Ildefonso Services, LLC entered into a Business Lease for the White Rock Gas Station and Convenience Store, the term of which started on July 1, 2017.

(c) In the process of reviewing the boundary survey plat for the Leased Premises, findings were identified and changes were required.

(d) 25 CFR Part 162.418 requires an accurate legal description of the leased premises.

(e) The Council acknowledges that there is an increase in the amount of acreage of approximately 0.0475 acres for the Leased Premises from the total amount of 0.9253 acres reflected in the initial survey and determines that it is the best interest of the Pueblo to amend the Business Lease to reflect the changed acreage and update the Surveyor's Certificate date.

(f) The Council acknowledges this amendment is to correct the acreage to 0.8778 acres (38,237 Sq. Ft.), more or less and update the Surveyors Certificate date to November 29, 2018 resulting from the survey review requirement.

(g) The Council, having reviewed the Amendment to Business Lease document, attached hereto, finds approval of the Amendment is in the best interest of the Pueblo.

(h) The Council acknowledges that all other terms of the May 9, 2018 Business Lease remain in full force and effect.

17.2.20.050 Authorizations

(a) The Council approves the attached Amendment to the Business Lease.

(c) The Governor is authorized to take such actions as necessary to submit the completed Amendment to Business Lease to BIA-Northern Pueblos Agency for review and approval.

Part 17.2.21 San Ildefonso Services, LLC Member's Representatives Compensation Act of 2019

17.2.21.010 Short Title

This enactment shall be known as "SAN ILDEFONSO SERVICES, LLC MEMBER'S REPRESENTATIVES COMPENSATION ACT OF 2019" ("Act").

17.2.21.020 Purpose

The purpose of this Act is to establish the rate of compensation for the five Member's Representatives serving on the SIS Board.

17.2.21.030 Findings

The Council hereby finds that:

(a) The Pueblo de San Ildefonso ("Pueblo") has approved Articles of Organization ("Articles") to establish a business corporation called, San Ildefonso Services, LLC ("SIS"), to engage in federal contracting and to conduct other business ventures; and,

(b) In accordance with the Articles, SIS is governed by a Board of Directors comprised of five Members, called "Member's Representatives"; and,

(c) The Council has determined that SIS will benefit from the selection of experienced and well-qualified Member's Representatives to help develop and manage successful business ventures; and,

(d) The Council and Governor have selected five new Member's Representatives to oversee and direct the activities of SIS; and,

(e) Article X, Section A of the Articles call for the Member's Representatives to be compensated at a rate established by the Council.

17.2.21.040 Establishment of the Rate of Compensation

The Council hereby establishes the rate of compensation for each SIS Member Representative at two-hundred fifty dollars ($250.00) per month which will be covered by the San Ildefonso Services, LLC annual budget.

17.2.21.050 Authorization of Funding [Repealed]

Repealed.

Part 17.2.22 Extension and Restatement of the Act Approving Tax Subsidy to San Ildefonso Services, LLC

17.2.22.010 Short Title

This enactment shall be known as the Act, "EXTENSION AND RESTATMENT TO THE ACT APPROVING TAX SUBSIDY TO SAN ILDEFONSO SERVICES, LLC ("Act")."

17.2.22.020 Purpose

The purpose of this Act is to restate and extend the 2018-2019 Pueblo de San Ildefonso Tax Subsidy to San Ildefonso Services, LLC for an additional one-year period.

17.2.22.030 Findings

The Council hereby finds and declares that:

(a) The Council established and chartered San Ildefonso Services, LLC, ("SIS, LLC") under tribal law as a single member limited liability company wholly by the Pueblo; and

(b) SIS, LLC owns and operates two businesses within Pueblo lands commonly referred to as the Totavi and White Rock Convenience Stores and Gas Stations ("C-Stores"); and

(c) The Council transferred ownership and operation of the C-Stores to SIS, LLC, effective July 1, 2017, pursuant to the "Act to Transfer Ownership and Operation of C-Stores to San Ildefonso Services, LLC", dated June 21, 2017; and

(d) SIS, LLC assumed all liabilities, including contracts and accounts, of the C-Stores accrued after July 1, 2017, and SIS, LLC is responsible for the payment of any applicable taxes related to the operation of or otherwise imposed on the C-Stores; and

(e) SIS, LLC assumed full responsibility for insuring, maintaining, and repairing the C-Stores.

(f) SIS LLC assumed all C-Stores employees and responsible for payroll, benefits, and related human resources matters for employees of the C-Stores; and

(h) On May 21, 2018, SIS LLC presented the C-Stores' financial concerns along with supporting financial information, to the Council and formally requested that the Pueblo provide a subsidy of $0.06 for every gallon of gasoline sold to allow SIS, LLC to adequately compete in the local C-Store market; and

(i) On June 6, 2018, the Council formally approved a subsidy for the benefit of SIS, LLC in the amount of $0.06 for every gallon of gasoline sold in the C-Stores ("Subsidy") pursuant to Council Resolution No. SI-R18-011, titled "Act Approving Tax Subsidy to San Ildefonso Services, LLC" ("Subsidy Act"); and

(j) The Council has determined it is in the Pueblo's best interest to support SIS, LLC and its operation of the C-Stores and provide the subsidy, and identified that the Subsidy could be paid from revenues generated by the Pueblo's $0.17 per gallon fuel tax; and

(k) The Subsidy authorized in the Subsidy Act expired one (1) year from the effective date of the Act, i.e., on June 5, 2019; and

(l) SIS, LLC has requested that the Subsidy continue in force for an additional one (1) year period, effective on June 6, 2019, and expiring on June 5, 2020; and

(m) The Council has determined that it is in the Pueblo's best interests to support SIS, LLC and its operation of the C-Stores by extending the Subsidy for an additional one-year period beginning on June 6, 2019 and expiring on June 5, 2020, and has identified that such subsidy could be paid from revenues generated by the Pueblo's $0.17 per gallon fuel tax.

17.2.22.040 Authorizations

(a) The Council hereby approves and reauthorizes the Subsidy to SIS LLC of $0.06 for every gallon of gasoline sold by the C-Stores.

(b) Such subsidy shall be paid by the Pueblo from revenues received by the Pueblo from the $0.17 per gallon fuel tax paid by the C-Stores.

(c) The Subsidy shall be used by SIS exclusively to reduce the costs of gasoline in order to increase customer traffic to the C-Stores, and the Subsidy shall not be used for any other purpose.

(d) The subsidy shall begin on June 6, 2019 and shall expire on June 5, 2020.

(e) SIS, LLC shall provide monthly financial statements and fuel reports, and such other information and documents to the Governor and Council to support the expenditure and continuation of the Subsidy.

(f) Six months after the passage of this Act restating and extending the Subsidy Act for an additional year, SIS, LLC shall provide the Governor and Council with a written report and evaluation of the effect of the Subsidy on the price and competitiveness of the gasoline sold at the C-Stores, and the effect, if any, on customer traffic.

(g) The Council authorizes the Governor to continue the Subsidy and execute any documents that may be necessary to support the provision of the Subsidy.

(h) The Governor is authorized to take such actions as deemed necessary to carry out the intent and direction this Act.

Part 17.2.23 Act Authorizing Second Amendment to the Business Lease with the San Ildefonso Services, LLC for the Totavi Gas Station and Convenience Store

17.2.23.010 Short Title

This enactment shall be known as the "ACT AUTHORIZING SECOND AMENDMENT TO THE BUSINESS LEASE WITH SAN ILDEFONSO SERVICES, LLC FOR THE TOTAVI GAS STATION AND CONVENIENCE STORE" ("Act").

17.2.23.020 Definitions

(a) "Agreement" means the Pueblo de San Ildefonso Governing Agreement.

(b) "Business Lease" means the Business lease for the Totavi Gas Station and Convenience Store entered into on May 9, 2018, between the Pueblo de San Ildefonso and San Ildefonso Services, LLC and all amendments thereto.

(d) "Loan" means the loan guaranteed by the U.S. Department of Agriculture that San Ildefonso Services, LLC will apply for.

(e) "Pueblo" means the Pueblo de San Ildefonso.

17.2.23.030 Purpose

The purpose of this act is to authorize the second amendment to the Business Lease. The Second Amendment to the Business Lease Totavi Gas Station and Convenience Store (the "Second Amendment") sets out the amended terms to the Business Lease, including the extending the term and incorporating a payment schedule for the extended term.

17.2.23.040 Findings

The Council hereby finds that:

(a) On May 9, 2018, the Pueblo and San Ildefonso Services, LLC entered into the Business Lease; and

(b) San Ildefonso Services, LLC will apply for the Loan for purposes of making upgrades and other improvements to the Totavi Gas Station and Convenience Store; and

(c) The term of the Loan is expected to extend beyond the current term (i.e. September 30, 2022) of the Business Lease; and

(d) The term of the Business Lease cannot expire during the term of the Loan; and

(e) The term of the Business Lease shall be extended through September 30, 2027, to ensure that the term of the Business Lease does not expire during the term of the Loan; and

(f) The annual rental payments for Year 3 through Year 5 specified in the Business Lease shall remain in full force and effect; and

(g) The rental payments for Year 6 through Year 10 shall be in accordance with the following payment schedule:

Year	Annual Rental Amount	Monthly Rate
6	$25,293.00	$2,107.75
7	$26,430.96	$2,202.58
8	$27,620.04	$2,301.67
9	$28,863.00	$2,405.25
10	$30,162.00	$2,513.50

(h) The Council, having reviewed the Second Amendment document, attached hereto, finds approval of the Second Amendment is in the best interest of the Pueblo.

(i) All other items of the Business Lease shall remain in full force and effect.

17.2.23.050 Authorizations

(a) The Council approves the attached Second Amendment.

(b) The Governor is authorized to take such actions necessary to make any minor technical non-substantive amendments to the Second Amendment document as may be necessary provided that Council is informed of such amendments.

(c) The Governor is authorized to take such action as necessary to submit the completed Second Amendment to Northern Pueblos Agency, Bureau of Indian Affairs, for review and approval.

Part 17.2.24 Act Authorizing Second Amendment to the Business Lease with the San Ildefonso Services, LLC for the White Rock Gas Station and Convenience Store

17.2.24.010 Short Title

This enactment shall be known as the "ACT AUTHORIZING SECOND AMENDMENT TO THE BUSINESS LEASE WITH SAN ILDEFONSO SERVICES, LLC FOR THE WHITE ROCK GAS STATION AND CONVENIENCE STORE" ("Act").

17.2.24.020 Definitions

(a) "Agreement" means the Pueblo de San Ildefonso Governing Agreement.

(b) "Business Lease" means the Business lease for the White Rock Gas Station and Convenience Store entered into on May 9, 2018, between the Pueblo de San Ildefonso and San Ildefonso Services, LLC and all amendments thereto.

(d) "Loan" means the loan guaranteed by the U.S. Department of Agriculture that San Ildefonso Services, LLC will apply for.

(e) "Pueblo" means the Pueblo de San Ildefonso.

17.2.24.030 Purpose

The purpose of this act is to authorize the second amendment to the Business Lease. The Second Amendment to the Business Lease White Rock Gas Station and Convenience Store (the "Second Amendment") sets out the amended terms to the Business Lease, including the extending the term and incorporating a payment schedule for the extended term.

17.2.24.040 Findings

The Council hereby finds that:

(a) On May 9, 2018, the Pueblo and San Ildefonso Services, LLC entered into the Business Lease; and

(b) San Ildefonso Services, LLC will apply for the Loan for purposes of making upgrades and other improvements to the White Rock Gas Station and Convenience Store; and

(c) The term of the Loan is expected to extend beyond the current term (i.e. September 30, 2022) of the Business Lease; and

(d) The term of the Business Lease cannot expire during the term of the Loan; and

(e) The term of the Business Lease shall be extended through September 30, 2027, to ensure that the term of the Business Lease does not expire during the term of the Loan; and

(f) The annual rental payments for Year 3 through Year 5 specified in the Business Lease shall remain in full force and effect; and

(g) The rental payments for Year 6 through Year 10 shall be in accordance with the following payment schedule:

Year	Annual Rental Amount	Monthly Rate
6	$25,293.00	$2,107.75
7	$26,430.96	$2,202.58
8	$27,620.04	$2,301.67
9	$28,863.00	$2,405.25
10	$30,162.00	$2,513.50

(h) The Council, having reviewed the Second Amendment document, attached hereto, finds approval of the Second Amendment is in the best interest of the Pueblo.

(i) All other items of the Business Lease shall remain in full force and effect.

17.2.24.050 Authorizations

(a) The Council approves the attached Second Amendment.

(c) The Governor is authorized to take such action as necessary to submit the completed Second Amendment to Northern Pueblos Agency, Bureau of Indian Affairs, for review and approval.

Part 17.2.25 Amendment and Restatement of the Act Approving Tax Subsidy to San Ildefonso Services, LLC

17.2.25.010 Short Title

This enactment shall be known as the "AMENDMENT AND RESTATEMENT OF THE ACT APPROVING TAX SUBSIDY TO SAN ILDEFONSO SERVICES, LLC."

17.2.25.020 Purpose

The Purpose of this Act is to approve and restate and extend the 2018-2019 Pueblo de San Ildefonso Tax Subsidy to San Ildefonso Services, LLC for a five-year period beginning June 1, 2021 to May 31, 2026.

17.2.25.030 Definitions

(a) "Council" means the Pueblo de San Ildefonso Council.

(b) "Pueblo" means the Pueblo de San Ildefonso.

17.2.25.040 Findings

The Council hereby finds and declares that:

(a) San Ildefonso Services, LLC ("SIS, LLC") was chartered by the Pueblo under tribal law as a single member limited liability company wholly owned by the Pueblo; and

(b) SIS, LLC owns and operates two businesses within Pueblo lands commonly referred to as the Totavi and White Rock Convenience Stores and Gas Stations ("C-Stores"); and

(c) The Council transferred ownership and operation of the C-Stores to SIS, LLC, effective July 1, 2017, pursuant to the, "Act to Transfer Ownership and Operation of C-Stores to San Ildefonso Services, LLC", dated June 21, 2017; and

(d) Since the acquisition of the C-Stores, SIS, LLC has endeavored to improve the operations and profitability of the C-Stores; and

(e) On June 6, 2018, the Council formally approved a subsidy for the benefit of SIS, LLC in the amount of $0.06 for every gallon of gasoline sold in the C-Stores ("Subsidy") pursuant to Council Resolution No. SI-R18-011, titled "Act Approving Tax Subsidy to San Ildefonso Services, LLC" ("Subsidy Act"); and

(f) the Subsidy Act was subsequently extended and restated on October 14, 2019, but has since expired; and

(g) SIS, LLC has requested that the Subsidy be restated and continue in force for a five-year period, effective on June 1, 2021, and expiring on May 31, 2026, to reduce costs of gasoline in order to make upgrades to the fuel pumps and the C-Stores; and

(h) The Council has determined that it is in the Pueblo's best interests to support SIS, LLC and its operation of the C-Stores by extending the Subsidy in the amount of $0.06 for every gallon of gasoline sold in the C-Stores for a five-year period beginning on June 1, 2021 and expiring on May 31, 2026, and has identified that such subsidy could be paid from revenues generated by the Pueblo's $0.17 per gallon fuel tax.

17.2.25.050 Authorizations

(a) The Council hereby approves and reauthorizes the Subsidy to SIS LLC of $0.06 for every gallon of gasoline sold by the C-Stores.

(b) The Subsidy shall be paid by the Pueblo from revenues received by the Pueblo from the $0.17 per gallon fuel tax paid by the C-Stores.

(c) The Subsidy shall be used by SIS exclusively to reduce costs of gasoline in order to make upgrades to the fuel pumps and the C-Stores, and the Subsidy shall not be used for any other purpose.

(d) The Subsidy shall be effective as of June 1, 2021, and shall expire on May 31, 2026.

(f) The Council authorizes the Governor to continue the Subsidy and execute any documents that may be necessary to support the provision of the Subsidy.

(g) The Governor is authorized to take such actions as deemed necessary to carry out the intent this Act.

Part 17.2.26 Act Authorizing Loan to San Ildefonso Services, LLC for the Purchase of Vigil Enterprises, Inc., a California Corporation

17.2.26.010 Short Title

This enactment shall be known as the "ACT AUTHORIZING LOAN TO SAN ILDEFONSO SERVICES, LLC FOR THE PURCHASE OF VIGIL ENTERPRISES, INC. A CALIFORNIA CORPORATION ("Act")."

17.2.26.020 Purpose

The Purpose of this Act is to authorize a Loan Agreement between the Pueblo and SIS LLC for the acquisition of VEI.

17.2.26.030 Findings

The Council hereby finds and declares that:

(a) San Ildefonso Services, LLC ("SIS, LLC") was established and chartered by the Pueblo under tribal law as a single member limited liability company wholly owned by the Pueblo; and

(b) In accordance with the Fifth Amended Articles of Organization of SIS, LLC ("Articles of Organization"), the duly-appointed members of the five (5) person Member's Representative group (the "Member's Representatives") together exercise all rights of the Pueblo in its role as the single member of SIS, LLC"); and

(c) SIS LLC is a Manager-Managed limited liability company, and Peter Fant currently serves as the appointed Manager and the Manager possesses the exclusive authority to manage the business affairs of SIS LLC; and

(d) Pursuant to Article VII of the Articles of Organization, the business purpose of SIS LLC is to engage in federal contracting and other lawful business ventures that serve the best interest of SIS LLC, the Pueblo and its members; and

(e) In furtherance of SIS LLC's business purpose, SIS LLC intends to acquire Vigil Enterprises, Inc., ("VEI"), a California Corporation, from Miller Engineers Inc., d/b/a Souder Miller & Associates; and

(f) The Member's Representatives of SIS LLC determined it was in the best interest of SIS LLC to begin negotiations for the acquisition of VEI and to explore funding options for the purposes of further developing SIS LLC's federal contracting capabilities; and

(g) SIS LLC seeks partial funding for the acquisition of VEI from the Pueblo which terms are detailed in the Loan Agreement; and

(h) The Council has reviewed the general terms of the proposed Loan Agreement and believes it is in the best interest of the Pueblo to authorize the Governor to negotiate and enter into a final Loan Agreement with SIS LLC for the purpose of acquiring VEI; and

(i) The Loan Agreement is not intended to be a capital contribution by the Member's Representatives.

17.2.26.040 Authorizations

(a) The Council hereby authorizes the Governor to negotiate and execute a Loan Agreement with SIS LLC for the purchase of VEI.

(b) The Term of the Loan Agreement shall be for a five-year period beginning October 1, 2021 to September 30, 2026.

(c) The Council hereby authorizes up to $750,000 of Pueblo funds for the Loan to be taken from available federal grant funds or other available funds.

(d) The Governor, or his designee, is authorized to take such actions as deemed necessary to carry out the intent this Act

Part 17.2.27 Act Authorizing Loan to San Ildefonso Services, LLC for C-Store Improvements

17.2.27.010 Short Title

This enactment shall be known as the "ACT AUTHORIZING LOAN TO SAN ILDEFONSO SERVICES, LLC FOR C-STORE IMPROVEMENTS ("Act")."

17.2.27.020 Purpose

The Purpose of this Act is to authorize a Loan Agreement between the Pueblo and SIS LLC for necessary equipment upgrades and capital improvements at the Totavi and White Rock convenience stores ("C-Stores").

17.2.27.030 Findings

The Council hereby finds and declares that:

(a) San Ildefonso Services, LLC ("SIS, LLC") was established and chartered by the Pueblo under tribal law as a single member limited liability company wholly owned by the Pueblo; and

(d) SIS LLC operates the Totavi and White Rock convenience stores ("C-Stores"); and

(e) Both C-Stores are in serious need of equipment upgrades and capital improvements necessary for continued operation and improved sales; and

(f) The Member's Representatives of SIS LLC determined it was in the best interest of SIS LLC to seek funding for the necessary improvements at the C-stores; and

(g) SIS LLC seeks a loan from the Pueblo which terms are detailed in a proposed Loan Agreement and SIS LLC intends to utilize Pueblo tax subsidy funding to repay the loan; and

(i) The Loan Agreement is not intended to be a capital contribution by the Member's Representatives.

17.2.27.040 Authorizations

(a) The Council hereby authorizes the Governor to negotiate and execute a Loan Agreement with SIS LLC for necessary improvements at the C-Stores.

(b) The Term of the Loan Agreement shall be for a five-year period beginning June 1, 2021 and ending on May 31, 2026 to match the term of the tribal tax subsidy.

(c) The Council hereby authorizes up to $450,000 of Pueblo funds for the Loan to be taken from available federal grant funds or other available funds.

(d) The Governor, or his designee, is authorized to take such actions as deemed necessary to carry out the intent this Act

Part 17.2.28 Approving and Authorizing the Third Amended Business Lease with San Ildefonso Services, LLC for the Totavi Gas Station and Convenience Store

17.2.28.010 Short Title

This enactment shall be known as the Act, "APPROVING AND AUTHORIZING

THE THIRD AMENDED BUSINESS LEASE WITH SAN ILDEFONSO SERVICES, LLC FOR THE TOTAVI GAS STATION AND CONVENIENCE STORE."

17.2.28.020 Definitions

(a) "Totavi Convenience Store" means the Totavi Gas Station and Convenience Store located within the external boundaries of the Pueblo.

(b) "SIS LLC" means San Ildefonso Services, LLC, a single member limited liability

company organized under tribal law and wholly owned by the Pueblo.

17.2.28.030 Purpose

The purpose of this Act is to authorize and direct the Governor of the Pueblo to negotiate and execute a Third Amended Business Lease with SIS LLC for the Totavi Gas Station and Convenience Store.

17.2.28.040 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.

(e) The Pueblo and SIS, LLC entered into the Business Lease (the "Business Lease") for the Totavi 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 parties further amended the Business Lease (the "Second Amended Lease") whereby SIS LLC borrowed funds from the Pueblo for purposes of making upgrades and other improvements to the Totavi 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-R20-022 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 land included in the leased area by approximately 11.13 acres 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 on the property which may include subleases for the development of an RV Park, facilitation of a laydown yard, construction of a cell tower, and development of peripheral support businesses including but not limited to a laundromat, restaurant, a vendor area, and other 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.

17.2.28.050 Council Authorizations and Waivers

(b) The Council has determined that it is in the Pueblo's best interest that no periodic review of the adequacy of compensation or adjustment be required for the Proposed Third Amended Business Lease.

(d) The Council has determined that it is in the Pueblo's best interest to provide an express and limited waiver of its immunity from suit, subject to the limitations herein, only as to actions to enforce the Business Lease, as amended, or any settlement agreement reached in mediation under the Business Lease, provided that the Pueblo's limited waiver of sovereign immunity is granted only to San Ildefonso Services, LLC and not to any other individual or entity, and that the Pueblo de San Ildefonso Tribal Court shall have exclusive jurisdiction over any lawsuit brought pursuant to this limited waiver of immunity.

(e) The Council has determined that the Governor may execute said Business Leases, as amended, or any other certification required by federal or tribal law.

17.2.28.060 Authority of Tribal Governor to Execute the Third Amended Business Lease

The Council hereby authorizes and directs the Governor of the Pueblo to negotiate and execute a final Third Amended Business Lease in substantially the same form as the attached proposed Third Amended Business Lease consistent with this Act, make any revisions and amendments that may be necessary and required to support the execution of a final Third Amended Business Lease, as amended, and execute any certification that may be required by federal or tribal law to support the execution of a final Third Amended Business Lease.

Part 17.2.29 Approving and Authorizing the Third Amended Business Lease with San Ildefonso Services, LLC for the White Rock Gas Station and Convenience Store

17.2.29.010 Short Title

This enactment shall be known as the Act, "APPROVING AND AUTHORIZING THE THIRD AMENDED BUSINESS LEASE WITH SAN ILDEFONSO SERVICES, LLC FOR THE WHITE ROCK GAST STATION AND CONVENIENCE STORE."

17.2.29.020 Definitions

(a) "White Rock Convenience Store" means the White Rock Convenience Store and Gas Station located within the external boundaries of the Pueblo.

(b) "SIS LLC" means San Ildefonso Services, LLC, a single member limited liability company organized under tribal law and wholly owned by the Pueblo.

17.2.29.030 Purpose

The purpose of this Act is to authorize and direct the Governor of the Pueblo to negotiate and execute a Third Amended Business Lease with SIS LLC for the White Rock Gas Station and Convenience Store.

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.

(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.

(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").

(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

(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.

17.2.29.050 Council Authorizations and Waivers

(d) The Council has determined that it is in the Pueblo's best interest to provide an express and limited waiver of its immunity from suit, subject to the limitations herein, only as to actions to enforce the Business Lease, as amended, or any settlement agreement reached in mediation under the Business Lease, provided that the Pueblo's limited waiver of sovereign immunity is granted only to San Ildefonso Services, LLC and not to any other individual or entity, and that the Pueblo de San Ildefonso Tribal Court shall have exclusive jurisdiction over any lawsuit brought pursuant to this limited waiver of immunity.

(e) The Council has determined that the Governor may execute said Business Leases, as amended, or any other certification required by federal or tribal law.

17.2.29.060 Authority of Tribal Governor to Execute the Third Amended Business Lease

Chapter 17.3 Business Authorizations

Part 17.3.1 Act Authorizing Assessment of Areas for Potential Warehouse and Distribution Center

17.3.1.010 Short Title

This enactment shall be known as the "ACT AUTHORIZING ASSESSMENT OF AREAS FOR POTENTIAL WAREHOUSE AND DISTRIBUTION CENTER ("Act")."

17.3.1.020 Purpose

The purpose of this Act is to authorize the assessment of areas within the Pueblo de San Ildefonso lands for potential siting of a warehouse and distribution center for Los Alamos National Laboratory ("LANL") operations.

17.3.1.030 Findings

The Council hereby finds and declares that:

(a) In Council Resolution No. SI-R20-003 dated March 12, 2020, the Pueblo authorized the assessment of three parcels for potential warehouse and distribution centers for Los Alamos National Laboratory (LANL) operations on Pueblo land which included White Rock, Totavi Station, and a site in the vicinity of State Road 502 and CMR 101D; and

(b) The Pueblo approved the Land Use Plan for the Pueblo's Master Plan Development on May 23, 2017 ("Land Use Plan") approving and identifying two parcels of land designated for commercial and industrial use ("Scheme 3") a map of which is attached hereto as Attachment A; and

(c) The SIS Member's Representatives discussed and recommended that Scheme 3 be added to the three parcels already identified and authorized in Council Resolution No. SI-R20-003 for the assessment of a warehouse and distribution center on Pueblo lands; and

(d) The SIS Member's Representatives further recommended the use of these parcels of land be expanded to include an RV Park and Apartments, each of which was previously presented to the Pueblo by officials or representatives from LANL, in further support of economic development of the Pueblo; and

(e) The SIS Member's Representatives recognize further that additional economic development opportunities have been considered and should also be added to the list of potential activities being considered for the same parcels of land including Renewable Energy projects; and

(f) The Council has determined it is in the Pueblo's best interest to amend SI-R20-003 to incorporate the two parcels identified in Scheme 3 of the Land Use Plan.

17.3.1.040 Authorizations

(a) The Council authorizes the assessment of White Rock, Totavi Station and the State Road 502 areas to determine suitability for siting a warehouse and distribution center and/or other facilities for use by DOE/NNSA for LANL operations.

(b) The Governor is authorized to initiate the assessment of the identified areas and work with such entities such as San Ildefonso Services, LLC, DOE/NNSA and others as necessary to conduct the required due diligence for this project and report to the Council on the status of the assessment.

(c) The Governor is authorized to take such actions as he deems necessary to carry out the intent and direction of this Act.