Resolution No. SI-R17-018: Act to Transfer Ownership and Operation of C-Stores to San Ildefonso Services, LLC

At a duly called meeting of the Council of San Ildefonso Pueblo on the 21st day of June, 2017, the following Resolution was adopted:

WHEREAS, 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; and

WHEREAS, the Council finds the need to transfer the ownership and operation of the Totavi and White Rock Phillips 66 Convenience Stores and Gas Stations to San Ildefonso Services, LLC ("SIS LLC"), a single member limited liability company organized under tribal law and wholly owned by the Pueblo.

NOW THEREFORE BE IT RESOLVED, that the Council hereby enacts the attached law entitled, "ACT TO TRANSFER OWNERSHIP AND OPERATION OF C-STORES TO SAN ILDEFONSO SERVICES, LLC."

BE IT FINALLY RESOLVED, that 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 intend of this resolution.

CERTIFICATION

The foregoing resolution was duly voted upon by the Council on June 21, 2017, at a meeting with a vote of 8 in favor, 0 opposed, 0 abstaining and 2 absent (Governor presiding and not voting) pursuant to the authority vested in the Council by the Agreement of the Pueblo de San Ildefonso.

Irene Tse-Pe, Council Secretary

COUNCIL REPRESENTATIVE SPONSOR(S): CR M. Wayne Martinez

DELIVERY OF THE RESOLUTION TO THE GOVERNOR:

Resolution No. SI-R17-018 was presented to the Governor of the Pueblo de San Ildefonso on the 21st day of June, 2017, pursuant to the Governing document of the Pueblo de San Ildefonso ("Agreement"), GOVERNOR, Sec. 4(c), and will become effective after signature by the Governor or veto override by the Council.

Irene Tse-Pe, Council Secretary

GOVERNOR'S ACTION:

{ } APPROVED

{ } VETO - RETURNED TO COUNCIL WITH EXPLANATION:

On this __________ day of _______________________, 2017.

James R. Mountain, Governor

Presented by the Governor to the Council on the _______ day of ________________, 2017.

COUNCIL'S ACTION:

Override of Governor's veto:

{ } YES

{ } NO

CERTIFICATION

The foregoing resolution was duly voted upon by the Council on _________________, 2017, at a meeting with a vote of ______ in favor, _____ opposed, _____ abstaining and _____ absent (Governor presiding and not voting) pursuant to the authority vested in the Council by the Agreement of the Pueblo de San Ildefonso.

Irene Tse-Pe, Council Secretary

ACT TO TRANSFER OWNERSHIP AND OPERATION OF C-STORES TO SAN ILDEFONSO SERVICES, LLC

Section 1.1. Short Title

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

Section 1.2. 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.

Section 1.3. 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.

Section 1.4. 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.

Section 1.5. 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.

Section 1.6. 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.