Resolution No. SI-R21-025: Authorizing Loan to San Ildefonso Services, LLC for C-Store Improvements

At a duly called meeting of the Council of San Ildefonso Pueblo on the 12th day of November, 2021, the following law was adopted:

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

WHEREAS, 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,

WHEREAS, 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,

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

WHEREAS, both C-Stores are in serious need of equipment upgrades and capital improvements necessary for continued operation and improved sales; and

WHEREAS, 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,

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

WHEREAS, 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 funding for the C-Store improvements; and,

WHEREAS, the Loan Agreement is not intended to be a capital contribution by the Member's Representatives.

NOW THEREFORE BE IT RESOLVED, that the Council hereby:

1. Authorizes the Governor to negotiate and execute a Loan Agreement with SIS LLC for necessary C-Store improvements.

2. Authorizes the Term of the Loan Agreement for a five-year period beginning June 1, 2021 and ending on May 31, 2026 to match the term of the tribal tax subsidy.

3. Authorizes up to $450,000 of Pueblo funds for the loan to be taken from available federal grant funds or other available funds.

4. Authorizes and directs the Governor, or his designee to take such actions as deemed necessary to carry out the intent of this Act

CERTIFICATION

The foregoing resolution was duly voted upon by the Council on November 12, 2021, at a meeting with a vote of 7 in favor, 0 opposed, 0 abstaining and 3 absent (Governor presiding and not voting) pursuant to the authority vested in the Council by the Agreement of the Pueblo de San Ildefonso.

Terrence K. Garcia, Council Secretary

COUNCIL REPRESENTATIVE SPONSOR(S): Council Representatives

DELIVERY OF THE RESOLUTION TO THE GOVERNOR:

Resolution No. SI-R21-025 was presented to the Governor of the Pueblo de San Ildefonso on the 12^th day of November , 2021, 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.

Terrence K. Garcia, Council Secretary

GOVERNOR'S ACTION:

{ X } APPROVED

{ } VETO - RETURNED TO COUNCIL WITH EXPLANATION:

On this 12^th day of November, 2021.

Christopher Moquino, Governor

Presented by the Governor to the Council on the _______ day of ________________, 2021.

COUNCIL'S ACTION:

Override of Governor's veto:

{ } YES

{ } NO

CERTIFICATION

The foregoing resolution was duly voted upon by the Council on _________________, 2021, 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.

Terrence K. Garcia, Council Secretary

ACT AUTHORIZING LOAN TO SAN ILDEFONSO SERVICES, LLC FOR C-STORE IMPROVEMENTS

Section 1.1. Short Title

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

Section 1.2. 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").

Section 1.3. 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) 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

(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 funding for the C-Store improvements; and

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

Section 1.4. 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