Confederated Umatilla Journal

Board

Economic Ventures Revolving Fund Authorization Policy and appropriates $5 million to the seed the Fund Land Acquisition, RESOLVED, that the Economic Diversification Fund Authorization Policy attached hereto as Exhibit 1, is hereby adopted and approved; AND BE IT FURTHER RESOLVED, the Board of Trustees establishes an internal team to evaluate opportunities made up of the Executive Director, Deputy Executive Directors, Department of Economic and Community Development Director Finance Director and Planning Director; AND BE IT FURTHER RESOLVED, that there is hereby appropriated $5 million of available General Funds from the Contingency Fund to the Economic Diversification Fund to provide resources for ventures approved by the Board of Trustees; AND BE IT FINALLY RE SOLVED, that the Treasurer of the Board of Trustees and Executive Director are authorized to take all actions necessary to implement the policy adopted by this resolution; MOTION: Boots Pond moves to approve Adopts Economic Ventures Revolving Fund Authorization Policy and appropriates $5 million to the seed the Fund Land Acquisition. No.23-022. Corrine Sams seconds. Discussion. Question. Motion carries

6-0-0

Resolution No. 23-023 Topic: Nash Real Estate Contract of Sale, RESOLVED, that the Board of Trustees does hereby approve the Real Estate Contract of Sale between the Confederated Tribes and Nathan Robert Nash and Gina Laverne Nash, attached to this Resolution as Exhibit 1C; AND BE IT FURTHER RESOLVED, that the Board of Trustees does hereby authorize its Chair, or her designee, to execute the above referenced Real Estate Contract of Sale, or a contract containing substantially similar terms; AND BE IT FURTHER RESOLVED, that the Board of Trustees hereby appropriates from the Land Acquisition account (130-000) the amount of the Pur chase Price for the Nash Property as set forth in the attached Real Estate Contract of Sale to be paid on the Closing Date; AND BE IT FURTHER RESOLVED, that the Board of Trustees further directs that: a. the Department Economic Community Director, Land Manager and Tribal Farm Manager shall develop and submit to the Office of the Executive Director a man agement plan for the agricultural land on the Nash Property which includes regenerative agriculture proj ects, and recommendations on the use of the house, bunkhouse and outbuildings on the Nash Property, and that the Office of Executive Director shall provide a management plan for the Nash Property to the Board of Trustees within 90 days after the closing of the purchase of the Nash Property; b. all revenues generated on the Nash Property shall be deposited in the Land Acquisition account (130-000) to be used by the Land Manager to pay operation and maintenance costs, property tax and expenses associated with the fee to trust transfer of the Property; c. the Executive Director shall review, revise as ap propriate and implement the management plan for the Nash Property and shall have the authority to approve any lease associated with the approved management plan or related to the use of the Nash Property; and d. upon receipt of title to the Nash Property, the Land Manager shall expeditiously pursue the conversion of the Nash Property from fee to trust status; AND BE IT FINALLY RESOLVED, that the Board of Trustees authorizes its Chair and Executive Director to take such further action and to execute documents that may be necessary to carry out the purposes of this Resolution; MOTION: Aaron Ashley moves to approve Nash Real Estate Contract of Sale No. 23-023 Corrine Sams seconds. Discussion. Question. Motion carries 6-0-0

Resolution No. 23-024 Topic: Challenge to December 2022 Oregon Fish Passage Rule Revisions RESOLVED, that the Office of Legal Counsel is authorized to file a legal challenge to the December 2022 adoption by Oregon of revisions to the fish passage rules that did not go through public notice and comment if Oregon does not voluntarily rescind the adoption of the offending rules; AND BE IT FURTHER RESOLVED, that the Office of Legal Counsel coordinate any legal challenge with other Treaty Tribes that may challenge the fish passage rules; AND BE IT FINALLY RESOLVED, that the Office of Legal Counsel shall report back to the Board of Trustees regularly. MOTION: Corrine Sams moves to approve No. 23-024 Challenge to December 2022 Oregon Fish Passage Rule Revisions. Sally Kosey seconds. Discussion. Question. Motion carries 6-0-0

Resolution No. 23-025 Topic: Second Amendment to Wells Fargo Third Amended and Restated Loan Agreement RESOLVED, the Board of Trustees hereby approves the Second Amendment to Third Amended and Restated Loan Agreement (Amended Loan Agreement) the Certificate Regarding Amendment to Loan Agreement, the Supplemental Tax Certificate No. 2 and the Wildhorse Family Entertainment Center Loan Summary attached to this Resolution as Exhibits 1C, 2C, 3C and 4C, respectively; AND BE IT FURTHER RESOLVED, that the Board of Trustees authorizes its Chair to execute the attached Amended Loan Agreement, the Certificate Regarding Amendment to Loan Agreement and the Supplemental Tax Certificate No. 2, or documents containing substantially similar terms, and to take such further action and to execute documents that are necessary to carry out the purposes of this Resolution; AND BE IT FURTHER RESOLVED, that the Board of Trustees hereby confirms its approval of the limited waiver of Tribal sovereign immunity, the choice of law and the dispute resolution provisions contained in the Third Amended and Restated Loan Agreement, and further confirms that the Uniform Commercial Code and Arbitration Code approved by Resolution 10-069 shall govern the Amended Loan Agreement; AND BE IT FINALLY RESOLVED, that the Board of Trustees directs its legal counsel and tax counsel to prepare the legal opinions necessary for the closing of the Amended approve No. 23-025

Second Amended to Wells Fargo Third Amended and Restarted Loan Agreement. Sally Kosey seconds. 5-0-1 Lindsey Watchman abstained.

Resolution No. 23-026 Topic: CTUIR - City of Umatilla Water Infrastructure Development Project Tax-Exempt, RESOLVED, that the Board of Trustees hereby reconfirms its approval of the Confederated Tribes – City of Umatilla Water Infrastructure Develop ment Project to construct and operate temporary and new facilities to divert, pump and deliver Columbia River water to the Wanaket Wildlife Area and City of Umatilla customers as shown in the map attached as Exhibit 7 to this Resolution; AND BE IT FURTHER

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