Quapaw Tribe of Oklahoma

QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX(918) 542-4694 RESOLUTION NO. 010512 t=

A RESOLUTION AUTHORIZING THE LEASE OF TRUST LAND LOCATED UNDER THE JURISDICTION OF THE QUAPAW TRIBE OF OKLAHOMA, (O-GAH-PAII) FOR THE USE OF FARMING AND GRAZING TO BRENT RENDEL FOR THE AMOUNT OF $1,210.00 ON THE ALLOTMENT OF SIGDAH TRACK 920 138-A AND AUTHORIZE THE CHAIRPERSON OR AN AUTHORIZED REPRESENTATIVE TO NEGOTIATE LEASE ON BEHALF OF THE QUAPAW TRIBE OF OKLAHOMA, (0 GAH-PAII)

WHEREAS, the Quapaw Tribe of Oklahoma is a Federally recognized Indian Tribe and is governed by a Governing Resolution that was duly adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf ofthe Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalf ofthe Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the lease oftheir 4.66% Trust interest in land to Brent Rendel the total lease amount for the tract is $1,2lO.00 the Tribes share is $56.39 annually. Said land is described as:

The NEY~% Seetion 11, Township 28 North, Range 23 East, Ottawa County, Oklahoma, containing 40 acres mil, Surface Only.

NOW THEREFORE BE IT RESOLVED by the Business Committee of the Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorizes the lease amount for the maximum term. of years allowable by federal law for the purpose of a Farming and Grazing Lease, and to promote tribal self determination and such other uses as may be determined including commercial operations acceptable to the lessor.

BE IT FURTHER RESOLVED that the Quapaw Tribe ofOklahoma request that the Secretary ofthe Interior or an authorized representative approve said lease. CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at a regular meeting of the Quapaw Tribal Business Committee on January 5, 2012, with a vote reflecting yes, ~o, n abstaining, and +- absent. ~ .. . ~ II • c·~· ... c:::e.:=~ '7, Thomas Mathews, Vice Chainnan '?atnaraSmiley, Li.LL~~"rJ4Li Secretaryffreasurlr Quapaw Tribal Business Committee Quapaw Tribal Business Committee ...

QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK74363-0765 FAX(918) 542-4694 RESOLUTION NO. 01051211

A RESOLUTION AUTHORIZING THE LEASE OF TRUST LAND LOCATED UNDER THE JURISDICTION OF THE QUAPAW TRIBE OF OKLAHOMA, (O-GAH-PAH) FOR THE USE OF FARMING AND GRAZING TO BRENT RENDEL FOR THE AMOUNT OF $4,000.00 ON THE ALLOTMENT OF MEBHETTAH CLABBER 920 S 82-A AND AUTHORIZE THE CHAIRPERSON OR AN AUTHORIZED REPRESENTATIVE TO NEGOTIATE LEASE ON BEHALF OF THE QUAPAW TRIBE OF OKLAHOMA, (O-GAH-PAH)

WHEREAS, the Quapaw Tribe of Oklahoma is a Federa1lyrecognized Indian Tribe and is governed by a Governing Resolution that was duly adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalfofthe Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalfofthe Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the lease oftheir 97.5% Trust interest in land to Brent Rendel the total lease amount for the tract is $4,000.00 the Tribes share is $3,900.00 annually. Said land is described as:

The SWY..NW%; NWy..sW% (Less road easement) Section 1, Township 28 North, Range 23 East, Ottawa County, Oklahoma containing 78 acres mil, Surface Only.

NOW THEREFORE BE IT RESOLVED by the Business Committee of the Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorizes the lease amount for the maximum term ofyears allowable by federal law for the purpose of a Fanning and Grazing Lease, and to promote tribal self determination and such other uses as may be determined including commercial operations acceptable to the lessor.

BE IT FURTHER RESOLVED that the Quapaw Tribe ofOklahoma request that the Secretary ofthe Interior or an authorized representative approve said lease. .. }

CERTIFICATION

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P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX(918) 542-4694 RESOLUTION NO. 010512~

A RESOLUTION AUTHORIZING THE LEASE OF TRUST LAND LOCATED UNDER THE JURISDICTION OF THE QUAPAW TRIBE OF OKLAHOMA, (O-GAH-PAH) FOR THE USE OF FARMING AND GRAZING TO BRENT RENDEL FOR THE AMOUNT OF $4,915.00 ON THE ALLOTMENT OF SIGDAH TRACK 920 138 AND AUTHORIZE THE CHAIRPERSON OR AN AUTHORIZED REPRESENTATIVE TO NEGOTIATE LEASE ON BEHALF OF THE QUAPAW TRIBE OF OKLAHOMA, (0 GAH-PAH)

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalfofthe Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalfofthe Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the lease oftheir 7.57% Trust interest in land to Brent Rendel the total lease amount for the tract is $4,915.00 the Tribes share is $372.07 annually. Said land is described as:

The SYzSE%; SEY..sW% Section 2; NWY..NE% Section 11, Township 28 North, Range 23 East, Ottawa County, Oklahoma, ~ontaining 160 a~res mil, Surfa~e Only.

NOW THEREFORE BE IT RESOLVED by the Business Committee of the Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorizes the lease amount for the maximum term of years allowable by federal law for the purpose of a Farming and Grazing Lease, and to promote tribal self determination and such other uses as may be determined including commercial operations acceptable to the lessor.

BE IT FURTHER RESOLVED that the Quapaw Tribe ofOklahoma request that the Secretary ofthe Interior or an authorized representative approve said lease. CERTIFICATION

~ ;:§r~ Thomas Mathews, Vice Chairman Tamara Smiley, Secretary/Treasurer Quapaw Tribal Business Committee Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX(918) 542-4694 RESOLUTION NO. 010512...6

A RESOLUTION AUTHORIZING THE LEASE OF TRUST LAND LOCATED UNDER THE JURISDICTION OF THE QUAPAW TRIBE OF OKLAHOMA, (O-GAH-PAB) FOR THE USE OF FARMING AND GRAZING TO LARRY DAVIS FOR THE AMOUNT OF $157.00 ON THE ALLOTMENT OF BABWINNAHZHE STANLEY 920 182-E AND AUTHORIZE THE CHAIRPERSON OR AN AUTHORIZED REPRESENTATIVE TO NEGOTIATE LEASE ON BEHALF OF THE QUAPAW TRIBE OF OKLAHOMA, (O-GAH-PAB)

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalfofthe Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalf ofthe Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the lease oftheir 3.19% Trust interest in land to Larry Davis the total lease amount for the tract is $157.00 the Tribes share is $5.01 annually_ Said land is described as:

Lot 1 (NEY..NE%) Section 13, Township 29 North, Range 22 East, OttawaCo1lnty, Oklahoma, containing 11.57 acres mil, Surface Only.

NOW THEREFORE BE IT RESOLVED by the Business Committee of the Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorizes the lease amount for the maximum term of years allowable by federal law for the purpose of a Farming and Grazing Lease, and to promote tribal self determination and such other uses as may be determined including commercial operations acceptable to the lessor.

BE IT FURTHER RESOLVED that the Quapaw Tribe ofOklahoma request that the Secretary ofthe Interior or an authorized representative approve said lease. CERTIFICATION

2~~·~ ib1414 Thomas Mathews, Vice Chairman dTamara Smiley, SecretaryTrreasure~&.1:r Quapaw Tribal Business Committee Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542·1853 Quapaw, OK 74363·0765 FAX(918)542·4694 RESOLUTION NO. 010512.A

A RESOLUTION AUTHORIZING THE LEASE OF TRUST LAND LOCATED UNDER THE JURISDICTION OF THE QUAPAW TRIBE OF OKLAHOMA, (O-GAH-PAH) FOR THE USE OF FARMING AND GRAZING TO LARRY DAVIS FOR THE AMOUNT OF $3,658.00 ON THE ALLOTMENT OF RUTH GOODEAGLE 920·175 AND AUTHORIZE THE CHAIRPERSON OR AN AUTHORIZED REPRESENTATIVE TO NEGOTIATE LEASE ON BEHALF OF THE QUAPAW TRIBE OF OKLAHOMA, (0 GAH-PAH)

WHEREAS, the Quapaw Tribe of Oklahoma is a Federally recognized Indian Tribe and is governed by a Governing Resolution that was duly adopted by the Quapaw Indian Council on August 19, 1956>" and approved by the Commissioner of Indian Affairs on September 20, 1957; and

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalfofthe Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalfofthe Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the lease oftheir .790.4 Trust interest in land to Larry Davis the total lease amount for the tract is $3,659 .00 the Tribes share is $28.90 annually_ Said land is described as:

The W%W% Section 34, Township 29 North, Range 23 East, Ottawa County, Oklahoma, containing 160 acres mil, Surface Only.

NOW THEREFORE BE IT RESOLVED by the Business Committee ofthe Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorizes the lease amount for the maximum term of years allowable by federal law for the purpose of a Farming and Grazing Lease, and to promote tribal selfdetermination and such other uses as may be determined including commercial operations acceptable to the lessor.

BE IT FURTHER RESOLVED that the Quapaw Tribe ofOklahoma request that the Secretary ofthe Interior or an authorized representative approve said lease. CERTIFICATION

~.-.--~~) Thomas Mathews, Vice Chairman T ara Smiley, Secretaryffreasurer Quapaw Tribal Business Committee Quapaw Tribal Business Committee QuAPAW TRIBE oF OKLAHOMA

(918) 542-1853 P.O. Box 765 FAX (918) 542-4694 Quapaw, OK 74363-0765 RESOLUTION NO. 012112 A

A RESOLUTION AUTOHORIZING AN APPLICATION TO THE U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES, ADMINISTRATION FOR CHILDREN AND FAMILIES, ADMINISTRATION FOR NATIVE AMERICANS FOR THE FISCAL YEAR 2012 SOCIAL AND ECONOMIC DEVELOPMENT STRATEGIES GRANT PROGRAM

WHEREAS, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe and is governed by a Governing Resolution that was duly adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Business and otherwise speak or act on behalf of the Tribe in all matter; and

WHEREAS, the Quapaw Tribal Business Committee recognizes the need to provide social, cultural, and physical opportunities and offerings by developing culturally appropriate courses, providing vital services, and providing social/recreational opportunities; and

WHEREAS, the Quapaw Tribe of Oklahoma recognizes the need to provide for the costs of the facility and equipment operation and maintenance, insurance, security, and continued operating expenses for course materials and meeting supPlies; and

WHEREAS, the Quapaw Tribal Business Committee asks the U.S. Department Health and Human Services, Administration for Native Americans for a favorable review of the of the tribe's SEDS application for funding for the Social Development purpose area.

NOW THEREFORE BE IT RESOLVED that the Quapaw Tribal Business Committee does hereby authorize the submission of an application to the U.S. Department of Health and Human Services, Administration for Native Americans for the Fiscal Year 2012 Social and Economic Development Strategies Grant Program.

THEREFORE BE IT FURTHER RESOLVED, that the Quapaw Tribe of Oklahoma hereby assumes responsibility and commits funds for facility and equipment operation and maintenance, insurance, security, and continued operating expenses for course materials and meeting supplies for the Elder Activity Enhancement project. It will be the responsibility of the tribe to operate this facility, and they will commit revenue from their annual Title VI allocation and General Funds Account, to do so. Furthermore, the Tribe hereby commits a non-federal share in the amount of$87,781 and leveraging in the amount of$869,999 to this project.

CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at the regular meeting of the Quapaw Tribal Business Committee on January 21, 2012, with a vote reflecting_:]_ yes, ~no, ___a_ abstaining, and __Q_ absent.

A c?; ~ Thomas Mathews, Vice-Chairman Quapaw Tribal Business Committee Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542·1853 Quapaw, OK 74363·0765 FAX (918)542·4694 Resolution No. 012612-A

A RESOLUTION APPROVING DESIGN-BUILD CONTRACT FOR NEW QUAPAW TRIBAL CONVENIENCE CENTER

WHEREAS, the Quapaw Tribe of Indians of Oklahoma (O-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty ofMay 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to· speak and act on the behalf ofthe Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including authorizing economic development projects of the Tribe and approving contracts ofthe Tribe; and WHEREAS, the Tribal Administrator has negotiated a design-build construction contract with Flintco, LLC, to design and construct a new Tribal convenience center (the "Flintco Agreement" or the "Agreement"), a final version of which has been made available to the Business Committee, with funding to be provided through the Indian Community Development Block Grant ("ICDBG") program of the U.S. Department of Housing and Urban Development; and WHEREAS, the Tribal Business Committee desires to approve the Flintco Agreement. NOW, THEREFORE BE IT RESOLVED THAT the Tribal Business Committee hereby approves the Flintco Agreement, and further authorizes any ofthe officers of the Tribal Business Committee or theTribal Administrator to execute and deliver the Agreement. BE IT FURTHER RESOLVED THAT the Tribal Business Committee hereby approves the limited waiver of the sovereign immunity of the Tribe to permit an enforcement of the Flintco Agreement, subject to the limitations on such waiver set· forth in the Agreement; provided, that the limited waiver of immunity granted hereunder shall permit recourse against the Tribe only as expressly set forth in the Agreement; provided, further, that the limited waiver of immunity shall be valid only in an action in the Courts of the Tribe, and in no other forum or venue. [Remainder ofthis page was left blank intentionally.] CER TIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted via a telephone &11 of the Tribal Business Committee conqucted on January 2.i.t.., 201 with a vote reflecting yes; ~ no; ~ abstaining; and _1_ absent.

Tamara Smiley, Secretary/Treasurer Quapaw Tribal Business Committee

2 DOCUMENTATION OF AN ELECTRONIC - PHONE POLL

DATE: January 24, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: to adopt Resolution Number 012612-A; A Resolution Approving Design-Build Contract for New Quapaw Tribal Convenience Center. (See Attached Resolution)

NAMEIPOSITION YES NO ABSTAIN ABSENT REMARKS I John Berrey, I Via E·Mail Chairman I X 01/271129:03 am i Thomas Mathews i i Via E-Mail I ! Vice-Chairman X 01/271123:50 pm Tamara Smiley, HAS NOT RESPONDED Sec.fTreas. X I i Ranny McWatters, I Via E-Mail I Member X 01/271124:00 pm I Flossie Mathews, In Person , Member X 01/27/12 @ I Tribal Office I Marilyn Rogers, Via E-Mail I 01/26/129:01 pm • i Member X T.C. Bear, Via E·Mail 01/271123:18 pm I I Member X I

RESULTS: 1. YES; QNO; QABSTAIN; 1 ABSENT. Motion Passes.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On January 27,2012 with a vote reflecting 1.yes; Qno; Qabstaining; and 1 absent. QUAPAW

P.O. Box 765 (91 8) 542-1 853 Quapaw, OK 74363-0765 FAX (918) 542-4694

A RESOLUTION RESOLUTION NO. INTERIOR TOT APPROXIMATELY THEQUAPA

WHEREAS, the Quapaw llUjl'-lQ.LI.-3, Oklahoma is ...... w,.. _, recognized Indian Tribe and is governed by a Governing ~e:sol1ll~m adopted by the uuanaw Indian Council on August 19, 1956, and approved by the of Indian · 'September 20, 1957; and I WHEREAS, the Quapaw gmrenrun1ent~ Jurisdiction to the fullest extent recognized by law over the lands Reservation, as established as a homeland for the Quapaw Nation ; Iand i WHEREAS, the Governing "'"~"'"'""~' to the Quapaw Tribal Business Committee to speak and act on the WHEREAS, the Quapaw Committee is ; empowered and obligated to 1 transact Tribal business, ~"'nn.•LJ..aF.~ <>~>nl1nwn.. n real property to the Quapaw Tribe's land base and applying to have title to by the Tribe Dlaced. into trust by the United States for the benefit of the Tribe; and WHEREAS, the Tribal to the land described herein below (hereinafter .referred to as United States of America in trust for the Quapaw Tribe of mrutaps All of U.S. Government Lot Range 25 East of the Sixth Principal Meridian, cnceroJKee ~v•~u•J to the 2010 BLM re survey. (Formerly known of U.S. Government Lot Seven (7}, in Section . of the Sixth Principal -~· Government Survey)

AND: All of U.S. Government oWJnsnm 35 South, Range 25 East of the Sixth Principal n~"''llUll

I ' . ' 1 ~ i

~ Berrey, Chairman ews, Vice-Chairman Quapaw Tribal Business Committ Business Committee

------·--··------

DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: January 31, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: To a Adopt Resolution No. 013112-A; A RESOLUTION TO CORRECT THE LEGAL DESCRIPTION IN RESOLUTION NO. 091711-A REQUESTING THE SECRETARY OF INTERIOR TO TAKE A PARCEL OF LAND CONSISTING OF APPROXIMATELY 123.79 ACRES, MORE OR LESS , INTO TRUST FOR THE QUAPAW TRIBE OF INDIANS OKLAHOMA NAME/POSITION YES NO ABSTAIN 'ABSENT REMARKS John Berrey, Via E-Mail Chairman X 01/31/121:01 pm Thomas Mathews ViaE-Mail Vice-Chairman X 01/31/121:17 pm Tamara Smiley, ViaE-Mail Sec./Treas. X 02/01/12 9:17am Ranny McWatters, Via E-Mail Member X 01/31/12 1:26pm Flossie Mathews, Via FAX Member X 02/01/12 Marilyn Rogers, Via E-Mail Member X 02/01/12 7:32am T.C. Bear, ViaE-Mail Member X 01/31/12 3:16pm

RESULTS: ZYES; g_ NO; R_ABSTAIN; g_ ABSENT. Motion Passes.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On January 31, with a vote reflecting zyes; g_ no; g_ abstaining; and...Q. absent. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694 Resolution No. [022212[-lAJ

A RESOLUTION [CONTINUING TERMS OF THE TRIBAL JUDGE, TRIBAL PROSECUTOR, AND TRIBAL DEFENDER [

WHEREAS, the Quapaw Tribe of Indians of Oklahoma (0-Gah-Pah) is a federal)Iy recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS, ihe Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal bt$iness, including ~ppointing .and confirming the officers of the Tribal Courts and Tribal Justice $ystemj; and WHEREAS, by and through Resolution Nos. 022109-D, 082709-A, 032010-B, and 031911-B the following Tribal Courts and Tribal justice system officers were appointed and currently are serving terms in office through March 31, 2012: Jon D. Douthitt, as Tribal Judge; Truman Carter, as Tribal Prosecutor; and Jack N. Brill, II, as Tribal Defender; and WHEREAS, the Tribal Business Committee desires to continue the terms of the current Tribal Judge, TribfU Prosecutor, and Tribal Defender through March 31, 2013, as set forth herein. NOW, THER!EFORE BE IT RESOLVED THAT the terms ofthefollowing Tribal Courts and Tribal justice!system.officers are hereby extended and continued through March 31, 2013, and thereafter on a month-to-month basis, unless and until the Business Committee takes further action concerning such appointments: Jon D. Douthitt, as Tribal Judge; Truman Carter, as Tribal Prosecutor;' and Jack N. Brill, II, as Tribal Defender.

CE R T I F I C A T I 0 N ' The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted at a regular meeting of the TribaJ Business Committee on February 22, 2012, with a vote reflecting JQ_ yes, 6 no, E_ abs~aining, and _I absent. . - i-..-...... A _:::2 L,z~ ·Thomas C. Mathews, Vice-Chairman Quapaw Tribal Business Committee QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (91 8) 542-1853 Quapaw, OK /4363-0765 RESOLUTION No. 022212 13> FAX (918) 542-4694

A RESOLUTION APPROVING THE COOPERATIVE AGREEMENT BETWEEN THE QUAPAW TRIBAL FIRE DEPARTMENT AND THE BUREAU OF INDIAN AFFAIRS FOR THE PURPOSE OF PROTECTING THE NATURAL RESOURCES, FORESTS AND WILDLAND

WHEREAS, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf oftheQuapawTribe; and

WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands ~ithin the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and

WHEREAS, the Qua~aw Tribal Business Committee is thus empowered and obligated to oversee and transact Tribal busirless, including but not limited to entering into cooperative agreements; and

WHEREAS, it is dee~ed advisable and necessary by the Quapaw Tribal Business Committee to cooperate with the. Bureau of.lildian Affairs, pursuant to 16 USC #594, 42 USC Section #1856A and the Oklahoma lnterlocal Cooperation Act 740 S, Section #1004, and in connection therewith, to enter into an agreement with the Bureau of Indian Affairs, to provide for the usage and availability of the Quapaw Tribal Fire.Departm~nt for the purpose of providing wildland fire protection within the boundary of the State of Ok~ahoma; ,nd

NOW THEREFORE BE IT RESOLVED, by the Business Committee of the Quapaw Tribe of Oklahoma, that the Quapaw Tribal FJre Department enter into an agreement with the Bureau of Indian Affairs, a copy of which is hereto attathed, for the purpose above set forth.

BE IT FURTHER RESCLVED, that the Quapaw Tribal Fire Department is authorized and directed to comply with the terms of said agreement.

BE IT FURTHER RESOLVED, that the Fire Chief, Jeff Reeves, of the Quapaw Tribal Fire Department is authorized and directed to serve as a Representative for all matters pertaining to the agreement with the Bureau of Indian Affairs. CERTIFICATION The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at a regular meeting of the Quapaw Tribal Business Committee on February 22, 2012; with a vote reflecting 5 yes, ~ no, _\_abstaining, and _l_ absent.

Thomas Mathews, Vice-Chairman ribal Business Committee Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box765 (918) 542-1853 Quapaw, OK 7 4363-07 65 FAX(918)542-4694 RESOLUTION NO. 022212~

A RESOLUTION AUTHORIZING THE PURCHASE OF RESTRICTED INTEREST IN LAND (SURFACE AND MINERALS) LOCATED UNDER THE JURISDICTION OF THE QUAPAW TRIBE OF OKLAHOMA AND AUTHORIZE THE CHAIRPERSON OR AN AUTHORIZED REPRESENTATIVE TO EXECUTE THE PURCHASE ON BEHALF OF THE QUAPAW TRIBE OF OKLAHOMA

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and ·obligated to transact Tribal Businesses and otherwise speak or act on behalf of the Tribe in all matters; and

WHEREAS, the ;Quapaw Tribal Business Committee supports the purchase of an undivided 2/72 Restricted Interest in surface and minerals from Charlotte F Hoffman Willis by the Quapaw Tribe of Indian, (i)klahoma. Asking price from Mrs. Willis is $1,233.33 for Lilli acres, more or less. Said land ~s described as:

A parcel of land on the Frances Quapaw Allotment 920 B 188 located in the SW~ SWl-..4 Section 5, Township 28 North, Range 24 East, Ottawa CQunty, Oklahoma, containing 40 acres m/1, Surface and Minerals.

NOW THEREFORE BE IT RESOLVED by the Business Committee of the Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorized to execute the purchase of Restricted Interest in land (Surface and Minerals) located under the jurisdiction of the Quapaw Tribe of Oklahoma, and to promote tribal self determination and such other uses as may be determined.

BE IT FURTHER RESOLVED that the Quapaw Tribe of Oklahoma request that the Secretary of the Interior or an authorized representative approve said purchase. ------

CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at a regular meeting of the Quapaw Tribal Business Committee on February 22, 2012, with a vote reflecting {p yes, 0 no, 0 abstaining, and _l_ absent.

Thomas Mathews, Vice Chairman Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box765 (918) 542-1853 Quapaw, OK 7 4363-07 65 FAX(918) 542-4694 RESOLUTION NO. 022212.1)

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to spellk and act on behalf of the Quapaw Tribe; and

WHEREAS, the> Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalf of the Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the purchase of an undivided 2/72 Restricted Interest in surface and minerals from Charles Felix Hoffman Jr. by the Quapaw Tribe oflndian, Qklahoma. Asking price from Mr. Hoffman is $1,233.33 for 1.1111 acres, more or less. Said land: is described as: ·

A parcel of land on the Frances Quapaw Allotment 920 B 188 located in the SW~ SW~ Section 5, Township 28 North, Range 24 East, Ottawa County, Oklahom.-, containing 40 acres m/1, Surface and Minerals.

NOW THEREFORE. BE IT RESOLVED by the Business Committee ofthe Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorized to execute the purchase of Restricted Interest in land (Surface and Minerals) located under the jurisdiction of the Quapaw Tribe of Oklahoma, and to promote tribal self determination and such other uses as may be determined.

BE IT FURTHER RESOLVED that the Quapaw Tribe of Oklahoma request that the Secretary of the Interior or an authorized representative approve said purchase. CERTIFICATION

__:::;:c::: c?:

P.O. Box 765 (918) 542-1 853 Quapaw, OK 74363-0765 FAX (918) 542-4694 Resolution No. 022212- £

A RESOLUTION TO CORRECT THE TRIBAL NAME AS IT APPEARS IN THE FEDERAL REGISTER IN RESOLUTION NO. 121711-A REQUESTING THE SECRETARY OF INTERIOR TO TAKE A PARCEL OF LAND CONSISTING OF APPROXIMATELY 11.95 ACRES, MORE OR LESS, INTO TRUST FOR THE BENEFIT OF THE QUAPAW TRIBE OF INDIANS, OKLAHOMA

WHEREAS, the Quapaw Tribe of Indians, Oklahoma is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner oflndian Affairs on September 20, 1957; and WHEREAS, tpe Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized· by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Qitapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including acquiring real property to expand the Quapaw Tribe's land base and applying to have title to land owned by the Tribe placed into trust by the United States for the benefit of the Tribe; and WHEREAS, the Tribal Business Committee desires that title to the land described herein below (hereinafter referred to as the "Property") be conveyed to the United States of America in trust for the Quapaw Tribe oflndians, Oklahoma:

E~ SE'l4 SW'l4 in Section 35, Township 29 North, Range 23 East.ofthe Indian Base and~eridian, Ottawa County, Oklahoma.

LESS The West 35 feet thereof for Highway 137 Right-of-Way; AND LESS The South 35 feet thereof for County Road Right-of-Way; AND LESS The .East 40 feet·thereof; AND LE~ The South 417.42 feet of East 417.42 feet thereof; AND LESS The North 200 feet of East 360 feet thereof; ALL in Section 35, Township29 North, Range 23 East of the Indian Base and Meridian, Ottawa County, Oklahoma. Containing 11.95 acres more or less. SUBJECT TO ANY EASEMENTS OF RECORD.

and WHEREAS, the requested acquisition by the United States is fully consistent with the policy goals of the federal government in using trust acquisitions to address the needs of Indian country, as set forth in the provisions of25 C.F.R. § 151.3(a), in that (1) the property is located within the exterior boundaries of the Tribe's original reservation in Oklahoma or is adjacent thereto, or within a tribal consolidation area, (2) the tribe already owns an interest in the land, and (3) the acquisition of the land is necessary to facilitate tribal self-determination and economic development, or Indian housing requirements. The subject property's purpose is to maintain tribal economic conditions to its existing land that already consist of a fully developed and functioning Robert Whitebird Cultural & Elder Activity Center. The Cultural Center houses the Quapaw Tribal Museum, Library, and Family Services Department. The Elder Activity Center houses the Title VI program which offers meals and assistance to the elderly and a Community Health Representative which assists people with medical needs and health education. The remaining parcel consist of five emergency housing trailers that have been set up and are functioning as emergency assistance for the housing needs of tribal members that are in financial need until they are financially stable to support housing on their own. The remainder is being developed for Elderly housing units. Two of the Elderly housing units are completed with additional units currently being built. Once development is complete, there will be no further change in land use.

WHEREAS, the Tribal Business Committee deems it appropriate and in the best interests of the Tribe to apply to have title to the Property, as defined herein, placed into trust by the United States of America for the benefit of the Tribe. NOW, THEREFORE BE IT RESOLVED THAT the Tribal Business Committee hereby requests that the Secretary of the Interior, by and through his/her authorized representative, take into trust title to the above-referenced property totaling 11.95 acres, more or less, for the benefit of the Quapaw Tribe of Indians, Oklahoma. BE IT FURTHER RESOLVED THAT the Tribal Business Committee hereby authorizes the Chairman of the Business Committee or the Vice-Chairman of the Business Committee or the Secretary/Treasurer of the Business Committee or the Director of the Tribe's Realty-Trust Services Department to execute and submit a fee-to-trust application with respect to the lands described herein to the Bureau of Indian Affairs, and to execute grant deeds conveying title to the subject property to the United States of America to be held in trust for the Quapaw Tribe of Indians, Oklahoma.

CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted at a regular meeting of the Tribal Business Committee on February 22, 2012 with a vote reflecting _{Q_ yes; ___Q_ no; 0 abstaining; and _l_ absent.

~ ~~--=-~ Thomas Mathews, Vice-Chairman Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (91 8) 542-1853 Quapaw, OK 74363-0765 Resolution No. 022212-E_ FAX (918) 542-4694

A RESOLUTION APPROVING DESIGN-BUILD CONTRACT FOR QUAPAW ELDER CENTER EXPANSION

WHEREAS~ the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including authorizing economic development projects of the Tribe and approving contr~ts of the Tribe; and WHEREASt the Tribal Administrator has negotiated a design-build construction contract · with Osage Manhattan Builders,.LLC, to design and construct an expansion to the existing Tribal Elder Center (the "Osage Manhattan Agreement" or the "Agreement"), a final version of which has been made available to the Business Committee, with funding to be provided through the Indian Community Development Block Grant ("ICDBG") program of the U.S. Department of Housing and Urban Development; and WHEREAS; the Tribal Business Committee desires to approve the Osage Manhattan Agreement. ·

NOW, TH~REFORE BE IT RESOLVED THAT .the Tribal Business. Committee hereby approves the O$ge Manhattant Agreement, and further authorizes any of the officers of the Tribal Business. Committee or the Tribal Administrator to execute and deliver the Agreement. BE IT FURfrHER RESOLVED THAT the Tribal Business Committee hereby approves the limited waiver of the sovereign imtnunity of the Tribe to permit an enforcement of the Osage Manhattan Agrebment, subject to the limitations on such waiver set forth in the Agreement; provided, that the limited waiver of immunity granted hereunder shall permit recourse against the Tribe only as expressly set forth in the Agreement; provided, further, that the limited waiver of immunity shall be valid only in an action in the Courts of the Tribe, and in no other forum or venue. [Remainder of this page was left blank intentionally.] CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted at the regular meeting of the Quapaw Tribal Business Committee on February 22, 2012 with a vote reflecting _k2_ yes; ___Q_ no; 0 abstaining; and _l_ absent.

Thomas Mathews, Vice-Chairman Quapaw Tribal Business Committee

2 QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

RESOLUTION NO. 022212 -_fu

A RESOLUTION AUTOHORIZING AN APPLICATION TO THE BUREAU OF INDIAN AFFAIRS FOR THE FISCAL YEAR 2012 ENERGY AND MINERAL DEVELOPMENT GRANT PROGRAM

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to sp+ak and act on behalf of the Quapaw Tribe; and

f WHEREAS, th~ Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Bpsiness and otherwise speak or act on behalf of the Tribe in all matter; and

WHEREAS, th. Quapaw Tribal Business Committee recognizes the need to hire a private consulting firm to inventory and evaluate the large mineral deposits of mine wastes and mill tailings piled on the surface of Trust and Restricted Indian Land; and

WHEREAS, tlie Quapaw Tribal Business Committee recognizes the need to consider development oLany potential mineral resource discovered and publicly release information obtained from th~ energy and mineral development study; and

WHEREAS, th~ Quapaw Tribal· Business Committee recognizes the need to authorize any resultant P.L. 93~638 contract to expedite the process of the tribe entering into a 93-638 contract and receiving funds more promptly

WHEREAS, th<* Quapaw Tribal Business Committee asks the Bureau of Indian Affairs for a favorable reviewrof the of the .tribe's EMDP application for funding. :i; ·' . NOW THEREFORE BE IT RESOLVED that the Quapaw Tribal Business Committee does hereby authorize the submission of an application to the Bureau of Indian Affairs for the Fiscal Year 2012 Energy and Mineral Development Program.

NOW THEREFORE BE IT FURTHER RESOLVED that the Quapaw Tribal Business Committee does hereby authorize any resultant P.L. 93-638 contract in relation to the EMDP project proposal. CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at the regular meeting of the Quapaw Tribal Business Committee on February 22, 2012, with a vote reflecting __I.e_ yes, _D_ no, _Q_ abstaining, and _j_ absent.

::::z: =--=~~~ Thomas Mathews, Vice-Chairman Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 RESOLUTION NO. 031712.t1. (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694 A RESOLUTION AUTOHORIZING AN APPLICATION TO THE U.S. DEPARTMENT OF JUSTICE FOR THE FISCAL YEAR 2012 COORDINATED TRIBAL ASSISTANCE SOLICITATION GRANT PROGRAM

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Business and otherwise speak or act on behalf of the Tribe in all matter; and

WHEREAS, the Quapaw Tribal Business Committee recognizes the need to develop and enhance operation ofthe Tribal justice system; and

WHEREAS, the Quapaw Tribal Business Committee asks the U.S. Department of Justice for a favorable review of the of the tribe's CT AS application for funding for the COPS tribal resources grant equipment/training purpose area, the OJJDP tribal youth program purpose area, and the BJA tribal courts assistance program purpose area.

NOW THEREFORE BE IT RESOLVED that the Quapaw Tribal Business Committee does hereby authorize the submission ofan application to the U.S. Department ofJustice for the Fiscal Year 2012 Coordinated Tribal Assistance Solicitation Grant Program.

CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at the regular meeting of the Quapaw Tribal Business Committee on March 17, 2012, with a vote reflecting '7. yes, 0 no, 0 abstaining, and ~ absent.

Thomas Mathews, Vice-Chairman Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 RESOLUTION NO. 031712 (3 {9181542.1853 Quapaw, OK 74363-0765 FAX (918) 542-4694 A RESOLUTION AUTOHORIZING AN APPLICATION TO THE U.S. DEPARTMENT OF JUSTICE FOR THE FISCAL YEAR 2012 TRIBAL CIVIL AND CRIMINAL LEGAL ASSIST ANCE GRANT PROGRAM

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf ofthe Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Business and otherwise speak or act on behalf of the Tribe in all matter; and

WHEREAS, the Quapaw Tribal Business Committee recognizes the need to develop and enhance operation of the Tribal court system; and

WHEREAS, the Quapaw Tribal Business Committee asks the U.S. Department of Justice for a favorable review of the of the tribe's TCAP application for funding for the Tribal Civil Legal Assistance purpose area the Tribal Criminal Legal Assistance program purpose area.

NOW THEREFORE BE IT RESOLVED that the Quapaw Tribal Business Committee does hereby authorize the submission ofan application to the U.S. Department ofJustice for the Fiscal Year 2012 Tribal Civic and Criminal Legal Assistance Grant Program.

CERTIFICATION

The foregoing resolution ofthe Quapaw Tribe of Oklahoma was presented and duly adopted at the regular meeting of the Quapaw Tribal Business Committee on March 17, 2012, with a vote reflecting l yes, 0 no, ~ abstaining, and ~ absent.

;;;; ji3;;;~ Thomas Mathews, Vice-Chairman Quapaw Tribal Business Committee QuAPAW TRIBE oF OKLAHOMA

(91 8) 542-1853 P.O. Box 765 FAX (918) 542-4694 Quapaw, OK 74363-0765

RESOLUTION NO. 042112 A

A RESOLUTION AUTHORIZING THE CONTINUATION THE TRIBE'S PARTNERSHIP WITH GRAND GATEWAY ECONOMIC DEVELOPMENT ADMINISTRATION TO SUBMIT AN APPLICATION TO THE FEDERAL TRANSIT ADMINISTRATION FOR TilE FISCAL YEAR 2012 5311 C TRIBAL TRANSIT PROGRAM

·WHEREAS, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe and is governed by a Governing Resolution that was duly adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs .on September 20, 1957; and

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to sp~ak and act on behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Business and otherwise speak or act on behalf of the Tribe in all matter; and

WHEREAS, the Quapaw Tribal Business Committee recognizes the need to advance the health, safety,· welfare, and education of the people of the Quapaw Tribe of Oklahoma through transportation setvices; and; and

WHEREAS, the Quapaw Tribal Business Committee has joined efforts with Grand Gateway Economic Devel<>pment Association dba Pelivan Transit System to apply for available funding from the Federal:Transit Administration through the Tribal Transit Funding Program as a Consortium of Iridian Tribes/Nation in northeastern Oklahoma to eilhance and expand the existing public transit services to provide tribal transit to the Quapaw tribal members and/or any Native American CDIB cardholder in Quapaw Tribal jurisdiction and the Pelivan Transit service territory, and

WHEREAS, the Quapaw Tribal Business Committee has committed to support the securing of grant funding through the Federal Transit Administration 5309 Discretionary Grant for FY-2012 and the SAFETEA-LU 5311 (c) FY-2012 grant opportunities for the capital acquisitions, administration and operational costs associated with the proposed tribal transit services. NOW THEREFORE BE IT RESOLVED that the Quapaw Tribal Business Committee does hereby authorize the participation in a Consortium with certain Indian Tribes/Nations in northeastern Oklahoma and hereby approves entering into an agreement with Grand Gateway Economic Development Association's Pelivan Transit System to operate as the Contractor in providing the transit services to the area Tribal Members and Jurisdictional properties of the Quapaw Tribe of Oklahoma.

NOW THEREFORE BE IT FURTHER RESOLVED that the Business Committee Chairman of the Quapaw Tribe of Oklahoma, or his designated alternate, is hereby authorized to execute all documents necessary for the funding application and related administration of the Tribal Transit Program will be administered by designated Grand Gateway EDA/Pelivan Transit personnel at the time of the grant award.

CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at the regular meeting of the Quapaw Tribal Business Committee on April 21, 2012, with a vote reflecting~ yes, _a_ no, _r!Jabstaining, and _Q absent.

l-f...,.,.P1', Chairman Tribal Business Committee QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694 Resolution Number 042112- e,

A Resolution Authorizing The Quapaw Tribal Business Committee Members To Conduct Business With The Office Of The Special Trustee

WHEREAS, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and

WHEREAS, the Governing Resolution de.legates authority to the Quapaw Tribal Business Committee to speak and act on the~behalf of the Quapaw Tribe of Oklahoma; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including request tribal disbursements, request for access to tribal records, requests for copies of tribal records and to provide tribal investment objectives and information on cash needs of the Tribe; and

WHEREAS, the Quap~wTribal Business Committee has determined that it is in the best interest ofthe Tribe to grant authority to the following individuals to conduct business with the Office of the Special Trustee: John L. Berrey, Chairman, term expires July 2012; Thomas Mathews, Vice-Chairman, term expires July 2013; Tamara R. Smiley, Secretary/Treasurer, term expires July 2012; T.C. Bear, Member, term expires July 2013; Florence "Flossie" Mathews, Member, term expires July 2013; Marilyn Rogers, Member, term expires July 2013; and George "Ranny" McWatters, Member, term expires July 2012.

NOW, THEREFORE Bf IT RESOLVED by the Business Committee of the Quapaw Tribe of Oklahome~ that the individuals named above are hereby authorized to conduct business with the Office of the Special Trustee on behalfof the Quapaw Tribe of Oklahoma.

RC ET I F I CAT I 0 N.

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at a regular meeting of the Quapaw Tribal Business Comma on April 21, 2012 with a vote reflecting __::]_yes; 0 no; __..Obstaining; and absent. ~ errey, Chairman Thomas Mathews, Vice-Chairman Quapaw Tribal Business Committee Quapaw Tribal Business Committee QuAPAW TRIBE oF OKLAHOMA .-.~I I P 0 Box 765 (918) 542-1 853 Quapaw, OK 7 4363-0765 FAX (918) 542-4694 Resolution No. 051912- A

A RESOLUTION APPROVING DESIGN-BUILD CONTRACT FOR NEW QUAPAW TRIBAL CONVENIENCE CENTER

WHEREAS, the Quapaw Tribe of Indians of Oklahoma (0-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19. 1956. and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Quapaw Tribe: and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including authorizing economic development projects of the Tribe and approving contracts of the Tribe: and WHEREAS, the Tribal Administrator has negotiated a design-build construction contract with Flintco, LLC, to design and construct a new Tribal convenience center (the "Flintco Agreement'' or the "Agreement"), a final version of which has been made available to the Business Committee, with funding to be provided through the Indian Community Development Block Grant ("ICDBG") program of the U.S. Department of Housing and Urban Development; and WHEREAS, the Tribal Business Committee desires to approve the Flintco Agreement. NOW, THEREFORE BE IT RESOLVED THAT the Tribal Business Committee hereby approves the Flintco Agreement, and further authorizes any of the officers of the Tribal Business Committee or the Tribal Administrator to execute and deliver the Agreement. BE IT FURTHER RESOLVED THAT the Tribal Business Committee hereby approves the limited waiver of the sovereign immunity of the Tribe to permit an enforcement of the Flintco Agreement, subject to the limitations on such waiver set forth in the Agreement: provided. that the limited waiver of immunity granted hereunder shall permit recourse against the Tribe only as expressly set forth in the Agreement; provided, further, that the limited waiver of immunity shall be valid only in an action in the Courts of the Tribe, and in no other forum or venue. [Remainder of this page was left blank intentionally.] CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted at the regular meeting of the Quapaw Tribal Business Committee on May 19, 2012, with a vote reflecting _5_ yes; 0 no; C) abstaining: and _d._ absent.

Thomas, Mathews, Vice-Chairman Quapaw Tribal Business Committee

2 P.O. Box 765 Resolution Number 052112-A (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

APPLICATION FOR ADMINISTRATION FOR CHILDREN AND FAMILIES FAMILY VIOLENCE PREVENTION AND SERVICES/GRANTS FOR BATTERED WOMENS SHELTERS GRANTS TO NATIVE AMERICAN TRIBES

Whereas, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on · August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957;

Whereas, the Governing Resolution delegates authority to the Quapaw Business Committee to speak and act on behalf of the Quapaw Tribe, and;

Whereas, the Quapaw Tribal Business Committee is thus empowered and obligate to transact Tribal business, and; ·

Whereas, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe eligible for program funds, by authority of P.L. 93-638, and;

Whereas, the Quapaw Tribe of Oklahoma finds in imperative to extend its services to Native American women who have been victims of domestic violence and to educate professionals in the area of domestic violence and the community about services available to potential victims, and;

Now Be ltTherefo.re Resolved That, the Quapaw Tribe of Oklahoma applies for continued funding to the Administration for Children and Families for the Family Violence Prevention and Services/Grant for Battered Women's Shelters/Grants to Native American Tribes (including Alaska Native villages) and Tribal Organizations forth~ 2012 fiscal year.

· CERTIFICATION

The forego.ing resolution Ofthe Quapaw Tribe of Oklahoma was presented via electronic phone poll and 'duly' adopted by the Quapaw Tribal Business Committee -an May 21, 2012, with a vote reflecting z yes, Q no, Q abstaining, and Qabsent.

& ;pg;c;n < Thomas Mathews, Vice-Chairman Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: May 21, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray

SUBJECT MATTER: Resolution Number 052112-A; Application for Administration for Children and Families Family Violence Prevent and Services/Grants for Battered Women's Shelters/Grants to Native American Tribes

SEE ATTACHED:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Chairman VIA PHONE X 05/21/2012 Thomas Mathews IN OFFICE Vice-Chairman X 05/21/2012 Tamara Smiley-Reeves VIA PHONE Sec./Treas. X 05/21/2012 Ranny McWatters, VIA PHONE Member X 05/21/2012 Flossie Mathews, VIA FAX Member X 05/21/2012 Marilyn Rogers, VIA PHONE Member X 05/21/2012 T.C. Bear, VIA PHONE Member X 05/21/2012

RESULTS: 7 YES; 0 NO;O ABSTAIN; 0 ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On May 21, 2012, with a vote reflecting z yes; Q no; Q abstaining; and Q absent. .... _ QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 IUIIII!It I"'UIRfJ FAX (918) 542-4694 RESOLUTION NO. ___\I1IUIVU...... ;...;..::__.::..::..=..= al ' APPLICATION FOR ADMINISTRATION FOR CHILDREN AND FAMILIES FAMILY VIOLENCE PREVENTION AND SERVICES/GRANTS FOR BATTERED WOMEN'S SHELTERS/GRANTS TO NATIVE AMERICAN TRIBES

Whereas, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and

Whereas, the Governing Resolution delegates authority to the Quapaw Business Committee to speak and act on behalfof the Quapaw Tribe; and

Whereas, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, and

Whereas, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe eligible for programs funds, by authority ofP.L. 93-638; and

Whereas, the QuapawBibe nf Oklahoma finds it imperative to extend its services to Native American Women who have been victims of Domestic Violence and to educate professionals in the area of domestic violence and the community about services available to potential victims; and

Now Be It Therefore Resolved That, The Quapaw Tribe of Oklahoma applies for continued fm;ding to the Administration for Children and Families for the Family Violence Prevention and Services/Grants for Battered Women's Shelters/Grants to Native Amerbn Tribes (Including Alaska Native Villages) and Tribal Organizations for the 2012 fiScal year.

CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at a regular.meeting of the Quapaw Tribal Business Committee on May 19, 2012, with a vote reflecting __yes, __no, ____abstaining, __absent.

John Berrey, ehairman Tamam-R. Summerfield, Secretary/Treasurer. Quapaw Tribal.Business Committee Quapaw Tribal Business Committee QUAPAW TRl&E OF OKLAHOMA

P.O. Box 765 Resolution Number 052112-A (918) 542-1 853 Quapaw, OK 74363-0765 FAX (918) 542-4694

APPLICATION FOR ADMINISTRATION FOR CHILDREN AND FAMILIES FAMILY VIOLENCE PREVENTION AND SERVICES/GRANTS FOR BATTERED WOMENS SHELTERS GRANTS TO NATIVE AMERICAN TRIBES

Whereas, the Governing Resolution delegates authority to the Quapaw Business Committee to speak and act on behalf of the Quapaw Tribe, and;

Whereas, the Quapaw Tribal Business Committee is thus empowered an& obligate to transact Tribal business, and;

Whereas, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe eligible for program funds, by authority of P.L. 93-638, and;

Whereas, the Quapaw Tribe of Oklahoma finds in imperative to extend its services to Native American women who have been victims of domestic violence and to educate professionals in the area of domestic vi.olence and the community about services available to potential victims, and;

Now Be It Therefore Resolved That, the Quapaw Tribe of Oklahoma applies for continued funding to the Administration for Children and Families for the Family Violence Prevention and Services/Grant for Battered Women's Shelters/Grants to Native American Tribes (including Alaska Native villages) and Tribal Organizations for the 2012 fiscal year.

CERTIFICATION

The forego.ing resolution of the Quapaw Tribe of Oklahoma was presented via electronic phone poll and duly adopted by the Quapaw Tribal Business Committee on May 21, 2012, with a vote reflecting Z yes, Q no, Q abstaining, and Q absent.

Thomas Mathews, Vice-Chairman l~~~~amara R. Smiley-Reeves, Sec./Tre Quapaw Tribal Business Committee Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (91 8) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

RESOLUTION NO. 052412-A

A RESOLUTION APPROVING AGREEMENTS RELATING TO FINANCING FOR THE DOWNSTREAM CASINO RESORT HOTEL EXPANSION

WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty ofMay 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalfofthe Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including authorizing and approving economic development initiatives of the Tribe, approving contracts of the Tribe, and granting limited waivers of the sovereign immunity of the Tribe to permit enforcement of such agreements; and WHEREAS, the Downstream Development Authority ofthe Quapaw Tribe of Oklahoma (0-Gah-Pah) (the .. Authority") has managed and operated the Downstream Casino Resort (the "Resort") on a profitable basis since the Resort was opened in July 2008-a time period in which the nation as a whole, and the hospitality and gaming industry in particular, was in recession-and therefore is in a position to continue the planned development of the Resort for the benefit of the Quapaw Nation through the expansion of the Resort; and WHEREAS, the Authority, in accordance with long-range plans for the development of the Resort made in accordance with professional business advice and approved in 2011, has determined that it is in the best interests of the Tribe and the Resort to proceed with the planned financing for an expansion of the Resort hotel, along with associated and related projects (the "Project''); and WHEREAS, the Authority selected as financial agents, arrangers, and lenders for the financing of the Project the entities CIT Lending Services Corporation ("CITLSC"), CIT Bank, and CIT Capital Securities LLC ("CITSC") (the CIT entities are collectively referred to hereinafter as the "CIT Parties"), and approved and entered a Commitment Letter, Term Sheet, and Fee Letter with such CIT Parties, each of which are confidential documents (the Commitment Letter, Term Sheet, and Fee Letter with attached schedules, are collectively referred to hereinafter as the "Commitment Letter"); and WHEREAS, the Authority has agreed to obtain financing through the CIT Parties in the aggregate amount ofup to Forty Three Million Dollars ($43,000,000), to be comprised of a delayed draw term loan facility in a principal amount of up to Thirty Five Million Dollars ($35,000,000), and a furniture, fixtures, and equipment facility-or "FF&E Facility"-in an aggregate principal amount of up to Eight Million Dollars ($8,000,000) (collectively the "Senior Credit Facilities") (the overall transaction to be referred to hereinafter as the "Project Financing"); and WHEREAS, as a requirement for the Project Financing, the Tribe will be required to enter into, with the Authority, certain agreements relating to the Project Financing, including: (i) a Credit Agreement; (ii) a Credit Agreement (FF&E); and (iii) such other agreements, documents, instruments, financing statements, and/or certificates as may be necessary or requested by the CIT Parties and/or the lenders under the Senior Credit Facilities in connection with the Project Financing (collectively, the "Tribal Transaction Documents"); and WHEREAS, the Tribal Business Committee desires to endorse the Project and the Project Financing and the Authority's overall efforts to further develop the Resort for the benefit of the Quapaw Nation; and WHEREAS, in advance of the scheduled closing ofthe Project Financing, the Tribal Business Committee has been presented with drafts in final form or in substantially final form of each of the Tribal Transaction Documents, and the Tribal Business Committee desires to approve the form of each and every Tribal Transaction Document, and to authorize and direct the Chairman of the Tribal Business Committee, or such other officers of the Tribal Business Committee whose signatures are required to be given on any particular document, to execute and deliver each of the Tribal Transaction Documents to which the Tribe is a party on behalf of the Tribe, and to execute and deliver on behalf of the Tribe such other agreements, documents, instruments or certificates as may be necessary or desirable for the Tribe to execute in connection with the Project Financing. NOW, THEREFORE BE IT RESOLVED THAT the Tribal Business Committee determines and finds as follows: 1. Findings. The Tribal Business Committee finds and determines that: (i) the recitals and representations in this Resolution are true and correct in all material respects; (ii) the Tribal Business Committee has full power and authority to adopt this Resolution; and (iii) the Tribal Business Committee's adoption of this Resolution and the pending Project Financing each are in the best interest of the Tribe, and further each are consistent with the laws of the Tribe. 2. Approval of the Project and Project Financing. The Tribal Business Committee hereby (i) endorses and approves the Project and (ii) further ratifies and reapproves the Project Financing. 3. Approval of the Form of the Transaction Documents. The Tribal Business Committee hereby (i) approves the form of each of the Tribal Transaction Documents and (ii) delegates to the Chairman, and/or to such other officers of the Tribal Business Committee whose signatures are required to be given on any particular Tribal Transaction Document, the power and authority to approve on behalf of the Tribe the final form of each of the Tribal

Res. of the Business Comm. Approving CIT Transaction Docs. 2 Transaction Documents. 4. Delegation to Chairman or Other Officers. The Tribal Business Committee hereby authorizes and directs the Chairman, and/or such other officers of the Tribal Business Committee whose signatures are required to be given on any particular Tribal Transaction Document, to execute and deliver each of the Tribal Transaction Documents to which the Tribe is a party, and to proceed to closing on all agreements and matters relating to the Project Financing authorized or reauthorized hereunder, and further authorizes and directs the Chairman and or any other officer of the Tribal Business Committee to execute any certificates and other documents or agreements and to take or cause to be taken any other actions necessary to assist in the closing of the Project Financing. S. Authorization of Further Negotiations. The Tribal Business Committee hereby authorizes and directs the Chairman to direct, conduct, and conclude further negotiations of the Tribal Transaction Documents; provided, however, that the Chairman shall continue to confer with the officers and members of the Tribal Business Committee and the Tribe's counsel and such other advisors as the Chairman deems appropriate in exercising the authority and powers delegated hereunder. 6. Choice of Law. The Tribal Business Committee hereby approves the choice of the laws of the State ofNew York as the governing law for the Tribal Transaction Documents, as set forth in such agreements (collectively, the "Choice of Law Provisions"). 7. Dispute Resolution. The Tribal Business Committee hereby approves the means for the resolution of disputes arising under or related to the Tribal Transaction Documents as the procedures and processes as set forth in such Tribal Transaction Documents, including the forums set forth in the Tribal Transaction Documents, the waivers of rights to have disputes heard first before a Tribal court or other dispute resolution forums of the Tribe, and the consents to have disputes resolved by binding arbitration (collectively, the "Dispute Resolution Provisions"). 8. Approval of an Arbitration Code for Use in Dispute Resolution. The Tribal Business Committee hereby irrevocably and unconditionally approves the use of binding arbitration as a means for the resolution of disputes under the Tribal Transaction Documents, to the extent permitted thereunder, and further directs the courts of the Tribe, as a matter ofTribal law, to: (a) direct, at the request ofCITSLC or any other duly serving administrative agent for the Project Financing, any disputes or controversies arising under or relating to the Tribal Transaction Documents to an arbitration to be conducted under the Commercial Arbitration Rules of the American Arbitration Association then in effect; and (b) to enforce any arbitration awards granted by the arbitrator as written, without review of any kind of the merits, except as provided in the Dispute Resolution Provisions and except to the extent permitted under New York Law. 9. Approval ofLimited Waiver of Sovereign Immunity. The Tribal Transaction Documents authorized and approved, or ratified, herein include certain provisions relating to the Tribe's limited waiver of sovereign immunity, including for actions in the forums specified therein (collectively, the "Sovereign Immunity Provisions") to enforce the Tribal Transaction Documents and to take other related actions, and such provisions are hereby irrevocably and unconditionally approved.

Res. of the Business Comm. Approving CIT Transactton Docs. 3 10. Consent and Waiver Provisions. Each of the Choice of Law Provisions, the Dispute Resolution Provisions, and the Sovereign Immunity Provisions (collectively, the "Consent and Waiver Provisions") shall be deemed incorporated by reference into this Resolution in its entirety as though set forth at length herein, and such provisions are hereby expressly, conclusively, and irrevocably made by the Tribe in this Resolution for the benefit of the parties benefited thereby. The Consent and Waiver Provisions are hereby unconditionally and irrevocably approved so long as the applicable documents or instruments in which such provisions appear or are referenced shall be in effect (or for so long as the parties initially intended such documents to be in effect in the event of any such documents' invalidity), subject to such modification from time to time as is permitted by the terms of the applicable documents. 11. Repealer. Any resolutions or other actions of the Tribal Business Committee, or any of the officers, employees, or agents, of the Tribe, whether written, unwritten or established by tradition that are in effect and are in conflict with or inconsistent with the terms of this Resolution, or the transactions contemplated herein, are hereby to such extent repealed and annulled, and this Resolution shall supersede the same. 12. Nonimpairment of Tribe's and Authority's Obligations. Neither the Tribal Business Committee nor any of its officers, members, principals, agents, or employees of the Tribe shall take any actions, without the written consent of all parties, to modify, amend, or in any manner impair the obligations of the contracts entered into by the Tribe or the Authority or other parties in furtherance of the Project Financing and/or the Tribal Transaction Documents. 13. Confidentiality. The Tribal Business Committee hereby orders and directs that the Tribal Transaction Documents, including each and every one ofthe Tribal Transaction Documents and all drafts and all other specific information concerning the Project Financing, including but not limited to engagements and fee arrangements and all financial aspects ofthe refinancing and transactions described thereunder, except as set forth herein, shall be deemed to be highly confidential and proprietary information of the Tribe, the Tribal Business Committee, and the Authority (the "Confidential Information"), and further that such Confidential Information shall not, except as expressly authorized by the Authority, be released or disclosed, except to members of the Authority, management of the Authority and the Resort who have a need to know such information, and Authority accounting personnel and legal counsel, although such information may also be disclosed to the members of the Tribal Business Committee, and also to the Tribal Administrator and the Tribal accounting staff, provided that such persons are advised of and agree to maintain the confidentiality of such Confidential Information, as required hereunder.

14. Determinations Regarding Tribal Law. The Tribal Business Committee hereby finds and determines that no law, ordinances, rules, regulations, resolutions or other actions of the Tribal Business Committee or any of the agencies or instrumentalities of the Tribe, either written or established by custom or tradition: (a) prohibit the Tribal Business Committee or the Authority from approving the matters herein approved, including the execution, delivery or performance of any of the transactions contemplated therein; or (b) create any obligation of the Tribal Business Committee to submit these matters for approval of or consent from any officer, body, agency or instrumentality of the Tribe, or any vote by members ofthe Tribe, except for such approvals and consents that have already been obtained and are in full force and effect.

Res. of the Business Comm Approving CIT Transaction Docs. 4 15. Additional Determinations. The Tribal Business Committee does not intend that any provisions of the Tribal Transaction Documents presented to it, whether taken singularly, in the aggregate, or in any combination, will constitute a "management contract" within the meaning of the Indian Gaming Regulatory Act ("IGRA") or deprive the Tribe of the "sole proprietary interest and responsibility" for the conduct of the gaming activity of the Authority's gaming operations within the meaning ofiGRA. 16. Miscellaneous. If any provision of this Resolution or the application of any provision of this Resolution is held to be invalid, the remainder of the Resolution shall not be affected with respect to the same. This Resolution shall become effective as of the date and time of its passage and approval by the Tribal Business Committee. [Remainder of This Page Intentionally Left Blank.]

Res. of the Business Comm. Approving CIT Transaction Docs. 5 CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through a telephonic/electronic poll of the Tribal Business Committee on MayZ!/.., 2012, with a vote reflecting2_ yes, _!l_ no,./)_ abstaining, and _{)_ absent. ..2--~~~ Thomas hC,sh :at:Wi Vice-Chainnan Quapaw Tribal Business Committee

Res. of the Business Comm. Approving CIT Transaction Docs. 6 DOCUMENTATION OF AN ELECTRONIC· PHONE POLL

DATE: May 24, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray

SUBJECT MATTER: 052412-A; A RESOLUTION APPROVING AGREEMENTS RELATING TO FINANCING FOR THE DOWNSTREAM CASINO RESORT HOTEL EXPANSION

05/24112 2:23 pm ViaE-Mail 05/30/12 9:11am

05/24112 2:46 pm

X 05124112 2:56pm Via FAX X 05/24112

X 05/24112 2:23pm

X 05/3011211:15 am

RESULTS: l YES; !_NO; i ABSTAIN; i ABSENT. Motion Passes.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On May 24, 2012 with a vote reflecting z yes; g, no; g, abstaining; and g_ absent CERTIFICATE OF THE SECRETARY OF THE QUAPAW

TRIBAL BUSINESS COMMITIEE

May 24,2012

I, Tamara R. Smiley, Secretary-Treasurer of the Quapaw Tribal Business Committee of the Quapaw Tribe of Oklahoma (0-Gah-Pah) (the "Tribe") do hereby certify on behalf of the Tribe that:

1. A true, complete and correct copy, in full force and effect, of the Governing Resolution of the Tribe (the "Governing Resolution") is attached as Exhibit "A." The Governing Resolution has not been further amended or restated, and, to my knowledge after due inquiry, no action has been taken or is contemplated by the Tribe in connection with any such amendment.

2. A true, complete and correct copy, in full force and effect, of the Tribal Gaming Ordinance (the "Gaming Ordinance") of the Tribe, as amended, is attached as Exhibit "B." The Gaming Ordinance, which has been approved by the Chairman of the National Indian Gaming Commission (the "NIGC"), has not been further amended or restated, and, to my knowledge after due inquiry, no action has been taken or is contemplated by the Tribe in connection with any such amendment. The Tribe has neither adopted nor obtained approval by the NIGC for a revenue allocation plan as provided in 25 u.s.c. § 2710(b)(4).

3. A true, complete and correct copy, in full force and effect, of the charter of the Downstream Development Authority of the Quapaw Tribe of Oklahoma (0-Gah-Pah), Quapaw Code tit. 17 §§ 101 et seq., as adopted by the Quapaw Tribal Business Committee through Resolution No. 052207-A, and as amended by Resolution No. 071107-A (the "Ordinance"), creating the Downstream Development Authority ofthe Tribe (the "Authority"), is attached as Exhibit "C." The Ordinance has not been further amended or restated, and, to my knowledge after due inquiry, no action has been taken or is contemplated by the Tribe in connection with any such amendment or the dissolution or consolidation of the Authority.

4. A true, complete, and correct copy, in full force and effect, of the Tribal Secured Transactions Code of 2007, Quapaw Code tit. 8 §§ 1 et seq., as adopted by the Quapaw Tribal Business Committee through Resolution No. 042107-A, and as amended by Resolution No. 071107-B (the "Tribal UCC"), is attached as Exhibit "D." The Tribal UCC has not been further amended or restated.

5. A true, complete, and correct copy, in full force and effect, of the Tribal-State Class Ill gaming compact of the Tribe in effect with the State of Oklahoma (the "Compact") is attached as Exhibit "E." In compliance with the requirements of the Indian Gaming Regulatory Act of 1988, as amended ("IGRA"), the Compact was approved by the Principal Deputy Assistant Secretary of the Interior of the

8 United States on January 12, 2005, and a notice of such approval was published in the Federal Register on February 8, 2005, and the Compact is in full force and effect under IGRA.

6. True, complete, and correct copies, in full force and effect, of each of the resolutions of the Tribal Business Committee relating to the senior credit facilities to be obtained by the Authority in the aggregate amount of up to Forty Three Million Dollars ($43,000,000), to be comprised of a delayed draw term loan facility in a principal amount of up to Thirty Five Million Dollars ($35,000,000), and a furniture, fixtures, and equipment facility-or "FF&E Facility"-in an aggregate principal amount of up to Eight Million Dollars ($8,000,000) (collectively the "Senior Credit Facilities") (the overall transaction to be referred to hereinafter as the "Transaction") are attached hereto as Exhibit "F" (the "Resolutions"). The Senior Credit Facilities are to be arranged by CIT Capital Securities LLC ("CITCS"), as sole book running manager and sole lead arranger, which has agreed to syndicate such Senior Credit Facilities to a group of lenders (hereinafter the "Lenders"). CIT Lending Services Corporation ("CITLSC") will serve as administrative agent for the Transaction. Such Resolutions and the actions taken by the Tribal Business Committee thereby constitute the only actions taken by the Tribal Business Committee or any committee thereof relating to the Senior Credit Facilities. Such Resolutions have not been amended, modified or rescinded and are in full force and effect on the date hereof.

7. The persons whose names appear on Exhibit "G" are the duly elected, qualified, and acting officers and members of the Tribal Business Committee occupying the offices set forth opposite their respective names. Such officers and members are authorized to execute and deliver on behalf of the Tribe, the Tribal Transaction Documents (as defined in the Resolutions) and any certificate or other document by the Authority pursuant to the Tribal Transaction Documents, and the signatures of such officers and members on the Tribal Transaction Documents are the true and genuine signatures of such officers and members.

8. Each of the Tribal Transaction Documents as executed and delivered on behalf of the Tribe were approved by the Tribal Business Committee pursuant to the authority granted to it by the Governing Resolution and other laws of the Tribe.

9. Each of the Tribal Transaction Documents as executed and delivered on behalf of the Tribe is substantially similar to the form approved by the Tribal Business Committee.

Sheppard Mullin Richter & Hampton LLP and Conner & Winters, LLP, are entitled to rely on this certificate in connection with the opinions that such firms are rendering pursuant to the Transaction Documents.

[Remainder of this Page Intentionally Left Blank.]

9 IN WITNESS WHEREOF, the undersigned has hereunto set her hand as of the date first set forth above.

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By: ------

Tamara R. Smiley Secretary-Treasurer Quapaw Tribal Business Committee

10 EXHIBIT "A"

GOVERNING RESOLUTION OF THE TRIBE EXHIBIT "B"

GAMING ORDINANCE OF THE QUAPAW TRIBE EXHIBIT "C"

CHARTER OF THE DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH) EXHIBIT"D"

TRIBAL SECURED TRANSACTIONS CODE OF 2007 EXHIBIT "E"

TRIBAL-STATE CLASS Ill GAMING COMPACT OF THE TRIBE EXHIBIT "F"

AUTHORIZING RESOLUTIONS OF THE TRIBE EXHIBIT"G"

INCUMBENCY CERTIFICATE

John L. Berrey Chairman

Thomas Crawfish Mathews Vice-Chairman

Tamara R. Smiley Secretary-Treasurer

Florence W. Mathews Member

Marilyn J. Rogers Member

George R. "Ranny'' McWatters, Jr. Member

Thomas Charles "T.C." Bear Member QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (91 8) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694 RESOLUTION NO. 061412- A

A RESOLUTION AUTHORIZING THE CHAIRMAN OF THE TRIBAL BUSINESS COMMITTEE TO SIGN A FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) WITH THE FEDERAL HIGHWAY ADMINISTRATION, THE MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, THE MISSISSIPPI STATE HSTORIC PRESERVATION OFFICE, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Quapaw Tribe; and

WHEREAS, the. Quapaw Tribal Business Committee is thus empowered and obligated to take all necessary and appropriate measures and· actions to protect the Tribe's cultural heritage, including but not limited to actions authorized under Tribal and federal law; and

WHEREAS, the FHWA, MDOT, the SHPO, the Mississippi Band of Choctaw Indians, the Choctaw Nation of Oklahoma, the Chickasaw Nation, the Jena Band of Choctaw Indians, the Quapaw Tribe of Oklahoma, and the Tunica-Biloxi Tribe of Louisiana agree that the Original MOA needs to be amended to resolve the adverse affects of the proposed project on the Parker Bayou II Site (22H0626). This Amended Memorandum of Agreement (First Amended MOA) encompasses the entire agreement among the parties and fully replaces the Original MOA; and

WHEREAS, the Tribal Business Committee has reviewed and considered a proposed draft of the above referenced MOA, in substantially final form, and desires to approve such Memorandum.

NOW, THEREFORE BE IT RESOLVED by the Tribal Business Committee that the proposed First Amended Memorandum of Agreement between the Federal Highway Administration, the Mississippi Transportation Commission/Mississippi Department of Transportation, Mississippi State Historic Preservation Office, the Mississippi Band of Choctaw Indian, the Choctaw Nation of Oklahoma, the Chickasaw Nation, the Jena Band of Choctaw Indians, the Quapaw Tribe of Oklahoma, and the Tunica Biloxi Tribe of Louisiana is hereby approved, and further the Chairman of the Tribal Business Committee is hereby authorized to execute and deliver the final negotiated version of the Memorandum on behalf of the Quapaw Tribe. CERTIFICATION

The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted via electronic phone poll of the Quapaw Tribal Business Committee on June 14,2012, with a vote reflecting '7 yes, 0 no, 0 abstaining, and _Q_absent.

Tamara Smiley, Secretary/Treas rer Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: June 14, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: Resolution Number 061412-A; A RESOLUTION AUTHORIZING THE CHAIRMAN OF THE TRIBAL BUSINESS COMMITTEE TO SIGN A FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) WITH THE FEDERAL HIGHWAY ADMINISTRATION, THE MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, THE MISSISSIPPI STATE HSTORIC PRESERVATION OFFICE, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

See Attached.

06114112 11:58 am

061141121:51 pm

06114112 4:30pm

06114112 6:24 pm

06114112

06114112 12:29 am

06114112 2:25pm

RESULTS: Z YES; J! NO; J! ABSTAIN; J! ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On June 14, 2012, with a vote reflecting zyes; J! no; J! abstaining; and J! absent. FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) AMONG THE FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

WHEREAS the Federal Highway Administration (hereinafter FHWA) is providing financial assistance to the Mississippi Transportation Commission which acts by and through the Mississippi Department of Transportation (hereinafter collectively MDOT) so that it may relocate U.S. Highway 49E at Parker Bayou (in Holmes County), Mississippi (MDOT Project No. 79-0008-04-055-10/100372/001000) (see Attachment A -Locations Maps); and

WHEREAS a 2.2 kilometer (1.4 mile) section of U.S. Highway 49E will be relocated west of its present location to provide a bridge over the Canadian National Dlinois Central Railroad and replace the existing bridge at Parker Bayou; and

WHEREAS FHWA has determined that the proposed project will have an adverse effect on the Parker Bayou II Site (22H0626) (see the report Cultural Resources Survey of Proposed Relocation of U.S. Highway 49E at Parker Bayou {MDOT project No. 79- 0008-04-055-10/1003721001000] Holmes County, Mississippi by MDOT) (Attachment B); and

WHEREAS, the FHWA, MDOT, Mississippi State Historic Preservation Officer (SHPO), the Mississippi Band of Choctaw Indians, and the Choctaw Nation of Oklahoma executed a Memorandum of Agreement (Original MOA) for this undertaking effective as of August 15, 2006 and the signatories have agreed to amend the Original in order better assess the depth and nature of the site's cultural deposits in light of the site's extraordinary significance. The information obtained from geophysical investigations will subsequently be used to develop the most appropriate data recovery plan; and

WHEREAS, this Amended Memorandum of Agreement (First Amended MOA) encompasses the entire agreement among the parties and fully replaces the Original MOA;and WHEREAS FHWA, pursuant to 36 CFR 15 800.4(c), has determined that Site 22H0626 is eligible for inclusion in the National Register of Historic Places (hereinafter NRHP) under Criterion D; and

WHEREAS FHWA has determined that all feasible and prudent measures have been taken into account to avoid adversely affecting/disturbing these sites; and

WHEREAS in the event of discovery of human remains, FHWA will evaluate minor realignments in vertical and horizontal realignments during the construction phase to determine if the discovered human remains can be allowed to remain in situ, thereby avoiding disturbance of the feature; and

WHEREAS federal regulations require that previously undetected cultural resources discovered during construction be evaluated by Environmental/Location Division personnel and appropriate mitigation, if required, be conducted prior to proceeding with any part of the project which would have an effect upon the resources; and

WHEREAS FHW A has consulted MDOT, the Mississippi State Historic Preservation Officer (hereinafter SHPO), the Advisory Council on Historic Preservation (hereinafter Council), the Mississippi Band of Choctaw (hereinafter MS Choctaw), the Choctaw Nation of Oklahoma (hereinafter OK Choctaw), the Chickasaw Nation (hereinafter Chickasaw), the Jena Band of Choctaw Indians (hereinafter Jena Choctaw), Quapaw Tribe of Oklahoma (hereinafter Quapaw), and Tunica-Biloxi Tribe of Louisiana (hereinafter Tunica-Biloxi) in accordance with Section 106 of the National Historic Preservation Act, 16 U.S.C. § 470(f) (hereinafter NHPA), and its implementing regulations (36 CFR Part 800) to resolve the adverse effect of the proposed project on the Parker Bayou II Site (22H0626); and

WHEREAS, in accordance with 36 CFR Part 800, FHWA acknowledges and accepts the advice and conditions outlined in the Council's "Recommended Approach for Consultation on the Recovery of Significant Information from Archaeological Sites," published in the Federal Register on June 17, 1999; and

WHEREAS the consulting parties agree that recovery of significant information from the Parker Bayou II Site (22H0626) may be done in accordance with the published guidance; and

WHEREAS FHWA notified the Council of this proposed undertaking and invited its participation and the ACHP declined to participate in the Original MOA but, at the request of the signatories, provided substantive recommendations and comments contributing to the development of the First Amended MOA; and

WHEREAS to fulfill requirements of 36 CFR 800.6(a)(4) and 36 CFR 800.1l(f), public involvement will be solicited by public announcement in local newspapers and by providing a draft copy of this First Amended MOA via internet posting; however, FHWA, citing Section 304 of the NHPA, will withhold specific information about the location and character of the Parker Bayou II Site (22H0626) from public disclosure (see 36 CFR 800.11(c)(l)).

NOW, THEREFORE, FHWA, MDOT, the SHPO, the MS Choctaw, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi agree that the Original MOA is hereby amended and that the undertaking shall be implemented in accordance with the following stipulations in order to take into account the effect of the undertaking on historic properties.

Upon FHWA's decision to proceed with the proposed undertaking, FHW A shall ensure that the following stipulations are implemented:

1. Mitigation of Adverse Effects on the Parker Bayou II Site (22H0626).

a. Scope ofWork

(1) FHWA and MDOT have prepared a Scope of Work (SOW) for the geomorphological investigations to result from this MOA. The SOW (Attachment C) is responsive to the Secretary of the Interior's Standards and Guidelines for Archaeological Documentation (36 CFR Part 68) and consistent with the SHPO's Standards and Guidelines for Archaeological Investigations and Reports in Mississippi (200 1) and the MDOT's Guidelines for Contractors on Archaeological Investigations and Reports (2007) (Attachment D) and designed to fully delineate the site's horizontal and vertical boundaries and integrity for use in developing a subsequent Data Recovery Plan (DRP);

(2) The SHPO has reviewed the attached SOW and concurs with the proposed field and laboratory methodology, curation, and reporting procedures (forthcoming correspondence to be incorporated as Attachment E); and

(3) The MS Choctaw, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi, who may attach religious or cultural significance to Parker Bayou II Site (22H0626) have been afforded an opportunity to review and comment on the attached SOW (forthcoming correspondence to be included as Attachment F).

b. Data Recovery Plan

(1) FHWA and MDOT recognize the significance of the Parker Bayou II Site (22H0626) and plan to develop a DRP and research design incorporating current research, the findings of the SOW, and most current data concerning the full scope of design impacts to said site; (2) Development of the DRP and research design would not occur until after the results of the SOW have been finalized and concurred upon by the SHPO and the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi; and

(3) The DRP and research design will be prepared through consultation with the FHWA, MDOT, the SHPO and the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi and will be consistent with the Secretary ofthe Interior's Standards for the Treatment of Historic Properties, Standards and Guidelines for Archeology and Historic Preservation, and Standards and Guidelines for Archaeological Documentation (48 FR 44734-37), the Advisory Council on Historic Preservation's Treatment of Archeological Properties: A Handbook, as well as the Council's "Recommended Approach for Consultation on the Recovery of Significant Information from Archaeological Sites," published in the Federal Register on June 17, 1999, the SHPO's Standards and Guidelines for Archaeological Investigations and Reports in Mississippi (2001), and the MOOT's Guidelines for Contractors on Archaeological Investigations and Reports (2007).

The DRP and research design will contain the following elements: 1. Where data recovery efforts are to be carried out; 2. The results of previous research relevant to the project; 3. Research problems or questions to be addressed with an explanation of their relevance and importance; 4. Rationale for field and laboratory analysis methods, including justification of their applicability to the site and research design; 5. Methods utilized for artifact, data, and other records management; 6. Explicit provisions for disseminating the research fmdings to professional peers in a timely manner; 7. Arrangements for public dissemination of information; 8. Curation of recovered materials and records resulting from the data recovery in accordance with 36 CFR part 79;and 9. Procedures for evaluating and treating discoveries of unexpected remains or newly identified cultural resources during the course of the project, including necessary consultation with other parties (see below). (4) Review and Comment on DRP i. Upon receipt of a draft of the DRP, MDOT, on behalf of FHWA, will review and subsequently submit such documents concurrently to all consulting parties for review. All consulting parties will have 30 calendar days from receipt to review and provide comments to MDOT. All comments shall be in writing with copies provided to the other consulting parties. n. If revisions to the Work Plans are made all consulting parties have 20 calendar days from receipt to review the revisions and provide comments to MDOT. iii. Once the DRP is determined adequate by all parties (with SHPO concurrence), FHWA shall issue authorization to proceed with the implementation of the Plan, subject to obtaining all necessary permits. iv. Final drafts of the DRP will be provided to all consulting parties. c. Inadvertent/Accidental Discovery

(1) In association with 36 CFR 800.11 (a), and prior to initiation of all pre construction and construction activities, FHWA shall ensure a plan of action is in place should archaeological resources be inadvertently or accidentally discovered during the any phase of the project. The plan shall provide for an assessment of the significance of the discovery in consultation amongst the SHPO and the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi, and for data recovery/mitigation, if warranted, in accordance with the attached SOW;

(2) In the event of the discovery of Native American human remains, associated or unassociated funerary objects or sacred objects, or objects of cultural patrimony as defined in the Native American Graves Protection and Repatriation ACT (25 U.S.C. § 3001 et seq. [NAGPRA]) during the geomorphological and/or archaeological investigations for this FIRST AMENDED MOA, FHWA and MDOT will follow procedures as outlined in the FIRST AMENDED MOA with the tribes and follow guidelines as set forth by NAGPRA, the "Native American Grave Protection and Repatriation Act Final Regulations - Updated" (2003) (43 CFR 10), the Council's "Policy Statement Regarding the Treatment of Burial Sites, Human Remains and Funerary Objects" (2007), and in accordance with Mississippi Code (hereinafter MC) §39-7-31, "The Antiquities Law of Mississippi" (1972, amended 1983) and §97-29-19, "Code Against Public Morals;" The plan of action will be consistent with the conditions outlined in with 43 CFR 10 § 10.3(b) (1) and document the following: 1. The kinds of objects to be considered cultural items as defined in § 10.2(b ); 2. The specific information used to determine custody pursuant to § 10.6; 3. The planned treatment, care and handling of human remains, funerary objects, sacred objects, or objects of cultural patrimony recovered; 4. The planned archaeological recording of human remains, funerary objects, sacred objects, or objects of cultural patrimony recovered; 5. The kinds of analyses planned for each type of object; 6. The steps to be followed to contact Tribal officials; 7. The kind oftraditional treatment, if any, to be afforded; 8. The nature of reports to be prepared; and 9. The disposition following§ 10.6.

(3) In the event of discovery of Native American human remains, associated or unassociated funerary objects or sacred objects, or objects of cultural patrimony as described in (2) above, the MDOT will halt all fieldwork in the immediate vicinity of the discovery and initiate repatriation within the shortest possible time as it is determined and approved;

(4) FHWA and MDOT will provide security for said discoveries to prevent vandalism or inadvertent damage when archaeologists are not present on site;

(5) FHWA and MDOT will ensure that no photographs will be taken of hinnan remains or open graves other than photo-documentation needed for recording of the excavation, nor will destructive testing will be allowed;

(6) FHWA and MDOT will ensure that no public access will be allowed and, to the extent possible, the ongoing excavation of said discoveries will be blocked from public view; and

(7) FHW A and MDOT will ensure that a secure facility will be provided for cultural items that are removed and must be temporarily stored off site. d. Curation. FHWA shall ensure that all materials and records resulting from the SOW will be curated at MDOT's curation facilities (2567 North West Street, Building D, Jackson, MS 39216) in accordance with 36 CFR Part 79. e. Documentation. In furtherance of their responsibilities under Section 106 of the NHP A, FHWA shall ensure:

(1) That all final reports resulting from actions pursuant to this FIRST AMENDED MOA are provided to the SHPO and the MS Choctaw, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi; and

(2) That all reports are consistent with contemporary professional standards and with the Secretary of the Interior's Standards and Guidelines for Archaeological Documentation (36 CFR Part 68) and consistent with the SHPO's Standards and Guidelines for Archaeological Investigations and Reports in Mississippi (200 1) and the MOOT's Guidelines for Contractors on Archaeological Investigations and Reports (2007) (see Attachment D). f. Milestones. FWHA shall ensure that the following milestones are met.

(1) Fieldwork will be conducted in accordance with the SOW and will begin within 30 days following the issuance of a Notice to Proceed (hereinafter NTP);

(2) Within 90 days of the completion of all aspects of fieldwork, FHWA will submit a Management Summary to MOOT, the SHPO, and the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi summarizing the results of field investigations;

(3) Upon receipt of the Management Summary, MOOT, the SHPO, and the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi will respond within 30 days to the information contained within the Management Summary;

(4) A draft report will be prepared as provided for in the SOW and submitted to MOOT, the SHPO, and the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi within 12 months (360 days) of completion of all aspects offieldwork;

(5) Upon receipt of the draft report, MOOT, the SHPO, and the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi will respond within 30 days to the information contained within the draft report;

(6) A final report will be completed as provided for in the SOW and submitted to MOOT, the SHPO, the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi within 60 days after receipt of MDOT, SHPO, and MBCI, OK Choctaw, Chickasaw, Jena Choctaw, Quapaw, and Tunica-Biloxi comments on the draft; and

(7) Following transmittal of the final report detailing the findings of the SOW, FHW A and MDOT will begin development of the DRP in close collaboration with the SHPO and the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi; and

(8) Details, stipulations, finalization, and implementation of the DRP will be achieved through consultation between FHW A and the MDOT, the SHPO, and the MBCI, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi and documented as forthcoming Attachment G.

2. Administration Stipulations.

a. Definition of signatories. For the purposes of this MOA the term "signatories" means FHWA, MDOT, the SHPO, and the MS Choctaw, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica Biloxi, each of which has the authority under 36 CFR 800.6(c)(8) to terminate this First Amended MOA .

b. Professional supervision. FHWA and MDOT shall ensure that all activities regarding archaeology carried out pursuant to this First Amended MOA are carried out by or under the direct supervision of a person or persons meeting, at a minimum, the Secretary of the Interior's Professional Qualifications and Standards for Archaeology (36 CFR Part 61 ).

c. Alterations to project documents. FHWA and MDOT shall not implement any action that results from an altered plan, scope of services, or other document that has been reviewed and commented on in draft without first affording the consulting parties to this First Amended MOA the opportunity to review the proposed change or changes and determine whether it or they shall require that this MOA be amended. If one or more such consulting parties determines that an amendment is needed, the consulting parties to this MOA shall consult in accordance with 36 CFR 800.6(c)(7) to consider such an amendment.

d. Dispute Resolution.

(1) Should any consulting party to this First Amended MOA object to any action or actions proposed by or carried out with respect to the implementation of this MOA, FHWA shall consult with the objecting party or parties to resolve the objection. If after initiating such consultation, FHWA determines that the objection cannot be resolved through consultation, FHWA shall forward all documentation relevant to the objection to the Council. Within 30 days after receipt of all pertinent documentation, the Council shall exercise one of the following options:

(a) Advise FHWA that the Council concurs with FHWA's proposed final decision, whereupon FHWA will respond to the objection accordingly;

(b) Provide FHWA with recommendations, which FHWA will take into account in reaching a final decision regarding their response to the objection; or

(c) Notify FHWA that the objection will be referred for comment pursuant to 36 CFR 800.7(c), and proceed to refer the objection and comment. The resulting comment shall be taken into account by FHWA in accordance with 36 CFR 800.7(c)(4).

(2) Should the Council not exercise one of the above options within 30 days after receipt of all pertinent documentation, FHWA may assume the Council's concurrence in FHWA's proposed response to the objection.

(3) FHWA shall take into account any Council recommendation or comment provided in accordance with this stipulation with reference only to the subject of the objection; FHWA responsibility to carry out all actions under this First Amended MOA that are not the subjects of the objection shall remain unchanged. e. At any time, at its own initiative or upon receiving a request from a signatory to this First Amended MOA, the ACHP may provide FHWA with advice, guidance, or assistance regarding the implementation of this agreement in accordance with 36 CFR 800.2(b)(2) or 800.9(a). f. Duration. This agreement is in effect until final reports are submitted to the SHPO and federally-recognized consulting Indian Tribes, which is to be accomplished within 15 months (450 days) of completion of fieldwork. In the event fmal reports have not been submitted by this date, the consulting parties may enter into negotiations to amend this agreement. g. Amendment. This First Amended MOA may be amended when such an amendment is agreed to in writing by all signatories. The amendment will be effective on the date a copy signed by all of the signatories is filed with the ACHP.

h. Termination. (1) If FHWA determines that they cannot implement the terms of the First Amended MOA, or if any signatory determine that the MOA is not being properly implemented, it may propose to the other consulting parties that this MOA be terminated.

(2) The party or parties proposing to terminate this MOA shall so notify all consulting parties to this MOA, explaining the reason(s) for termination and affording them 30 days to consult and seek alternatives to termination. (3) Should such consultation fail, any signatory may terminate the MOA. Should the MOA be terminated, FHWA shall either:

(a) Consult in accordance with 36 CFR 800.6 to develop a new Amended MOA; or

(b) Request the comments of the Council pursuant to 36 CFR 800.7.

i. Filing. This First Amended MOA is not valid until a signed copy of this agreement has been filed with the Council.

Execution of this First Amended MOA by FHWA, MDOT, the SHPO, and the MS Choctaw, the OK Choctaw, the Chickasaw, the Jena Choctaw, the Quapaw, and the Tunica-Biloxi, and implementation of its terms, evidences that FHWA has afforded the Council a reasonable opportunity to comment on the adverse effects of new construction on the Parker Bayou II Site (22H0626), and that FHWA has taken into account the effects if their undertaking on the Parker Bayou II Site (22H0626). This First Amended MOA encompasses the entire agreement among the parties and replaces any agreements previously negotiated regarding the undertaking. FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) BETWEEN FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

Submitted to the Advisory Council on Historic Preservation Pursuant to 36 CFR 800.6(a)

Execution of this First Amended MOA by FHWA, SHPO, and other signatories, and implementation of its terms, evidences that the FHWA will ensure the aforementioned stipulations in order to mitigate the effects of their undertaking on Site 22H0626.

FEDERAL HIGHWAY ADMINISTRATION

By:. ______...;Date: ______Andrew H. Hughes, Division Administrator FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) BETWEEN FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. illGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

MISSISSIPPI STATE HISTORIC PRESERVATION OFFICER

By:. ______Date: ______H.T. Holmes, State Historic Preservation Office FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) BETWEEN FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

Submitted to the Advisory Council on Historic Preservation Pursuant to 36 CFR 800.6(a)

MISSISSIPPI DEPARTMENT OF TRANSPORTATION

By: ______.Date: ______Melinda McGrath, Executive Director FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) BETWEEN FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

Submitted to the Advisory Council on Historic Preservation Pursuant to 36 CFR 800.6(a)

MISSISSIPPI BAND OF CHOCTAW INDIANS

By: Date: ______ChiefPhyliss J. Anderson, Mississippi Band of Choctaw Indians

------~------

FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) BETWEEN FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

Submitted to the Advisory Council on Historic Preservation Pursuant to 36 CFR 800.6(a)

CHOCTAW NATION OF OKLAHOMA

By: Date:------Chief Gregory E. Pyle, Choctaw Nation of Oklahoma FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) BETWEEN FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

Submitted to the Advisory Council on Historic Preservation Pursuant to 36 CFR 800.6(a)

CHICKASAW NATION

By: Date: ------~ ------Governor Bill Anoatubby, Chickasaw Nation

''Nothing contained in this agreement shall be construed to waive the sovereign rights of the Chickasaw Nation, its officers, employees or agents." FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) BETWEEN FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

Submitted to the Advisory Council on Historic Preservation Pursuant to 36 CFR 800.6(a)

JENA BAND OF CHOCTAW INDIANS

By: Date:------ChiefB. Cheryl Smith, Jena Band of Choctaw Indians FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) BETWEEN FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. IDGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

Submitted to the Advisory Council on Historic Preservation Pursuant to 36 CFR 800.6(a)

QUAPAW TRIBE OF OKLAHOMA FIRST AMENDED MEMORANDUM OF AGREEMENT (FIRST AMENDED MOA) BETWEEN FEDERAL HIGHWAY ADMINISTRATION, MISSISSIPPI TRANSPORTATION COMMISSION/MISSISSIPPI DEPARTMENT OF TRANSPORTATION, MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE, THE MISSISSIPPI BAND OF CHOCTAW INDIANS, THE CHOCTAW NATION OF OKLAHOMA, THE CHICKASAW NATION, THE JENA BAND OF CHOCTAW INDIANS, THE QUAPAW TRIBE OF OKLAHOMA, AND THE TUNICA-BILOXI TRIBE OF LOUISIANA FOR THE PROPOSED RELOCATION OF U.S. HIGHWAY 49E AT PARKER BAYOU, HOLMES COUNTY, MISSISSIPPI

Submitted to the Advisory Council on Historic Preservation Pursuant to 36 CFR 800.6(a)

TUNICA-BILOXI TRIBE OF LOUISIANA

By: ______;Date: ______Tribal Council Chairman Earl J. Barbry, Jr., Tunica-Biloxi Tribe of Louisiana 206 E. Future Fanner Rd. (918) 674-0010 Quapaw, OK 74363 FAX (918)674-0006

RESOLUTION IN SUPPORT OF APPLICATION FOR FUNDING UNDER U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES ADMINISTRATION FOR CHILDREN AND FAMILIES CIDLD CARE DEVELOPMENT FUND

RESOLUTION NO. 061612.A

WHEREAS, the Quapaw Tribe ofOklahoma is a Federally recognized Indian Tribe, and

WHEREAS, the Quapaw Tribal Business Committee is authorized to act on behalf ofthe Tribe, and

WHEREAS, there is critical need to develop and provide child care development for Indian families in the area; thus providing and improving child care in this area, and

WHEREAS, this program is submitted for consideration for development, and

WHEREAS, the chairperson or his designee is authorized to review this application and any amendments thereto, and approve and sign narrative reports and fiscal management instruments, and submit, and

WHEREAS, authorizations shall remain in effect until such time as the Quapaw Tribal Business Committee chooses to withdraw said authorizations by resolutions.

NOW THEREFORE, BE IT RESOLVED, that the Quapaw Tribe of Oklahoma supports the application for Child Care Development.

CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma, being presented at a meeting ofthe Quapaw ribal Business Committee on June 16,2012, with a vote reflecting 4-!.e 0 abstaining: t abse~ A.A~.

Tamara Smiley. ~ airman SecretaryfTreasurer Business Committee Business Committee Quapaw Tribe Quapaw Tribe UAPA.WTRIBE CCDF PROGRAM

206 E. Future Fanner Rd. (918) 674-0010 Quapaw, OK 74363 FAX (918) 674-0006

June 15,2012

Gwendolyn G. Jones Regional Program Manager Office of Child Care U.S. Department of Health and Human Services Administration for Children and Families 1301 Young Street, Room 958 Dallas, TX 75202

Dear Ms. Jones

The QUAP A W TRIBE OF OKLAHOMA has been designate4 to implement and administer a plan under amendments of the Child Care Development Fund (CCDF) of 1996 and the Personal Responsibility and Work Opportunity Reconciliation Act of 1996. In accordance with all applicable federal laws, regulations, and provisions ofthe submitted plan.

MISSION STATEMENT:

The Quapaw Tribe of Oklahoma Child Care Development Fund Program's mission is to provide qualifying Native American families with the financial assistance to find and afford quality child care.

PURPOSE:

The purpose ofthe Tribal child count declaration is to determine the amount of funding for Tribal CCDF grantees can receive up to 2% ofthe Child Care Development Funds (CCDF) set aside by Congress, since funds are allocated based on Child Count. Defining "Indian Child" is for the purpose ofcounting children for the annual CCDF Child Count Declaration and for determining CCDF eligibility.

POLICY:

QUAPAW TRIBE OF OKLAHOMA must submit an undupHcated. self-certified count ofthe number of"Indian Children" under age 13 residing within the Tribal Lead Agency's designated "Service Area", every year by July 1. DEFINITIONS:

Indian Child- Any child who is enrolled or eligible for enrollment in any federally recognized tribe is an Indian or who is in the legal custody or is residing with an enrolled Indian citizen or a person who is eligible to enroll in a federally recognized tribe or who has a CDIB card. Service Area-The service area will be a 100 mile radius of the Quapaw Tribal Complex in Quapaw, Oklahoma excluding any federally designated reservation lands. This will be determined by online virtual GPS giving the distance from tribal complex to applicant residence "as the crow flies". The following counties within the 100 mile radius include:

Missouri: Barry, Barton, Bates, Cedar, Christian, Dade, Greene, Jasper Lawrence, McDonald, Newton, Polk, St. Clair, Stone, Taney, Vernon, Webster

Arkansas: Benton, Carrol, Crawford, Franklin, Madison, Washington

Kansas: Allen, Anderson, Bourbon, Chautauqua, Cherokee, Coffey, Cowley, Crawford, Elk, Greenwood, Labette, Linn, Montgomery, Neosho, Wilson, Woodson

Oklahoma: Adair, Cherokee Craig, Creek, Delaware, Haskell, Mayes, McIntosh, Muskogee, Nowata, Okmulgee, Ottawa, Pawnee, Rogers, Sequoyah, Tulsa, Wagoner, Washington

Enclosed is the original copy ofthe Quapaw Tribe of Oklahoma's Child Count Declaration. Please contact me if further information is needed.

Sincerely, dJ:o~=~~ Child Care Programs Director APPENDIX 2

CHILD COUNT DECLARA1·ION

Name of Tribal Lead Agency: __...... Q"""'U=A...."P..;..A=W..:....::.T..-R=IB=E=-O=F"'--=O;.:..;K=LA'-'H:..:,O=MA::.....:...._____

This certifies that the number of Indian children under age 13 who reside on or near the reservation or service area is: 5.183 (number)

This count shows the number of Indian children under age 13 as of (Date) 06/01/2012

06/15/2012 Date

JOHN BERREY. CHAIRMAN FY-2013 Type or Write NamelTitle Federal Fiscal Year QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542·1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 060812-B

To Charter the Quapaw Services Authority of the Quapaw Tribe

BEFORE THE BUSINESS COMMITTEE OF THE QUAPAW TRIBE OFOKLAHOMA (O-GAH-PAH)

June 8, 2012

The TRIBAL BUSINESS COMMITTEE introduced the following Resolution to enact a Tribal ordinance.

WHEREAS, the Quapaw Tribe of Oklahoma (O-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest. extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalfof the Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including but not limited to enacting laws and ordinances for the Tribe, including creating and regulating Tribal economic development and other enterprises and regulating the environment within the Indian country ofthe Tribe,' and WHEREAS, the Business Committee wishes to adopt a charter establishing the Quapaw Services Authority of the Quapaw Tribe of Oklahoma as an unincorporated entity ofthe tribal government. NOW THEREFORE BE IT RESOLVED by the Tribal Business Committee that the following ordinance shall be enacted as the law ofthe Tribe: 1 Sec. 101. Establishment 2 The Business Committee hereby establishes the Quapaw Services 3 Authority ofthe Quapaw Tribe ofOklahoma (O-Gah-Pah) pursuant to and 4 consistent with the powers conferred by the Resolution Delegating 5 Authority approved by the General Council ofthe Tribe on August 19, 6 1956. 7 § 102. Name; Place ofBusiness; Location of Offices 8 A. The full name ofthe entity created by this act is the "Quapaw 9 Services Authority ofthe Quapaw Tribe ofOklahoma (O-Gah-Pah)." The 10 short name ofthe entity is "Quapaw Services" or the "QSA." 11 B. The principal place ofbusiness and the office ofQuapaw Services 12 will be within the Indian Country ofthe Quapaw Tribe. 13 C. Quapaw Services may establish additional offices at such places as 14 the Board of Directors ofQuapaw Services may direct, all ofwhich will 15 remain under the jurisdiction and authority ofthe Quapaw Tribe of 16 Oklahoma. 17 § 103. Definitions 18 "Annual Budget" means a proposed budget to be prepared each year 19 by Quapaw Services Board ofDirectors for the next fiscal year. This 20 budget must contain, in addition to any other requirements established by 21 the Business Committee, a projection ofgross revenues and costs, an 22 itemization ofproposed expenditures, and a proposed budget for the 23 distribution ofmonies to be made by Quapaw Services to the Tribe on a 24 monthly basis. The proposal relating to monthly distributions to the Tribe 25 shall be in a form sufficient to permit the Business Committee to prepare 26 governmental budgets based upon anticipated revenues from Quapaw 27 Services. 28 "Business Committee" means the Quapaw Tribal Business 29 Committee. 30 "Business Plan" means a proposed plan to be approved each year by 31 Quapaw Services Board ofDirectors for the next fiscal year. This Business 32 Plan must contain, in addition to any other requirements established by the 33 Business Committee, specific proposals relating to operations and staffing, 34 marketing, outsourcing agreements, sales and expansion activities or plans 35 relating to performing excavating, trucking and other related services within 36 the Quapaw Reservation boundaries. 37 "Charter" means this ordinance chartering and establishing Quapaw 38 Services. 39 "Director" means those Directors as established in Section 111.

2 1 "Legal Requirements" means singularly and collectively all 2 applicable laws, including, without limitation any applicable federal, state, 3 and local statutes, laws, regulations, ordinances, codes, and rules. 4 "Person" means any individual, sole proprietorship, corporation, 5 general partnership, limited partnership, limited liability company or 6 partnership, joint venture, association, joint stock company, unincorporated 7 association, instrumentality or other form ofentity. 8 "Project" means (1) the excavation, trucking and other services 9 associated as grouped into specific projects as decided by Quapaw Services 10 Board ofDirectors, or (2) a specific job package which has been bid by 11 Quapaw Services. 12 "Project Budget" means the budget approved by Quapaw Services 13 Board ofDirectors for a Project. 14 "Quapaw Reservation" means the boundaries of the reservation set 15 aside for the Quapaw Nation by the United States pursuant to the Treaty of 16 May 13, 1833 (Kappler, 1904, vol. 2, p. 395, 7 Stat. 424) including any 17 territories subsequently ceded by the Tribe. 18 "Tribe" and "Tribal" means and refers to the Quapaw Tribe of 19 Oklahoma (O-Gah-Pah), a federally-recognized Indian tribe and its 20 permitted successors and assigns. 21 § 104. Purposes 22 Quapaw Services is organized for the following purposes: 23 A. Generally: To provide the Tribe with a greater participation, 24 knowledge and voice in the excavating, trucking and other activities 25 ongoing within the Quapaw Reservation through an entity owned and 26 controlled by the Tribe and to further the goals of self-determination 27 through economic diversification. Quapaw Services activities may include, 28 but is not to limited to: (i) staffing, marketing, outsourcing agreements, 29 sales and expansion activities or other plans relating to excavating, trucking 30 and other related activities; (ii) negotiating with federal, state, and local 31 governments and private entities, as appropriate, and entering into and 32 implementing contracts in furtherance if Quapaw Services' purposes; (iii) 33 pursuing grant and other [mancial incentives, and (iv) any other duties as 34 assigned or authorized by the Quapaw Business Committee. 35 B. In addition to the above, Quapaw Services is authorized to take all 36 actions necessary, proper, advisable, or convenient for the accomplishment 37 ofthe purposes for which Quapaw Services is established and to do all 38 things incidental thereto or connected therewith. 39 § 105. Exercise of Powers 40 A. Quapaw Services shall exercise all powers delegated to it in this 41 Charter in conformity with the applicable Legal Requirements.

3 I B. Quapaw Services is hereby delegated the full and complete authority 2 of the Tribe and the Business Committee for the execution of business plans 3 and agreements executed by Quapaw Services, and for the taking of any and 4 all usual and necessary actions incident thereto. 5 C. Quapaw Services shall at all times exercise its powers in the best 6 interest ofthe Tribe. 7 D. Quapaw Services shall adopt such policies and procedures as it may 8 determine necessary for the orderly conduct of its business. 9 § 106. Enumerated Powers 10 Quapaw Services shall have the following powers: 11 A. Conduct, manage, oversee, and operate the projects ofQuapaw 12 Services. 13 B. Develop policies and procedures related to the design, development, 14 financing, construction, operation, management, maintenance and 15 promotion of Quapaw Services projects. 16 C. Within the budget established, hire and discharge all employees of 17 Quapaw Services, employ professionals necessary to perform services 18 required for Quapaw Services projects, and approve staffing for specific 19 Quapaw Services projects. 20 D. Approve and amend the design, development, construction, and 21 operating budgets of Quapaw Services proj ects, including without limitation 22 Project Budgets established for specific Projects. 23 E. Approve, execute, and terminate contracts and agreements necessary 24 to Quapaw Services projects and bind Quapaw Services thereto. 25 F. Negotiate the acquisition of (by purchase, exchange, lease, hire or 26 otherwise), utilize, improve, manage, and operate real and personal property 27 and any interest therein, necessary and incidental to Quapaw Services 28 projects. 29 G. Acquire (by application, assignment, purchase, exchange, lease, 30 hire, or otherwise), hold, own, use, license, lease, and sell, either alone or in 31 conjunction with others, the absolute or any partial or qualified interest in 32 and to inventions, improvements, letters, patents, and applications therefore, 33 licenses, formulas, privileges, processes, copyrights, and applications, 34 trademarks, and applications, and trade names, related to Quapaw Services 35 projects. 36 H. Negotiate and execute agreements with federal, state, tribal, or local 37 governments or private entities necessary and incidental to Quapaw 38 Services projects. 39 1. Designate and approve all depositories used for the deposit of funds 40 of Quapaw Services projects, and to open, manage, and account for and

4 1 close bank accounts in the name ofQuapaw Services, related to Quapaw 2 Services Projects. 3 1. Sue Persons in its own name to enforce the obligations of such 4 Persons to Quapaw Services or to protect Quapaw Services's rights, 5 interests, and assets. 6 K. Grant limited waivers ofthe sovereign immunity ofQuapaw 7 Services to enter into contracts or agreements or other business relations, as 8 limited by Section 107.D. 9 L. Consent to the exercise ofjurisdiction over any suit or over Quapaw 10 Services by the federal courts, tribal courts ofany tribe, or state courts, or 11 consent to arbitration or alternative dispute resolution, as limited by Section 12 107.D. 13 M. Apply for grants or other funding sources to further the objectives 14 Quapaw Services. 15 N. Have and exercise all powers necessary to effectuate any or all of 16 the purposes for which Quapaw Services is organized. 17 § 107. Limitation on Powers 18 A. Quapaw Services shall act in accordance with the Legal 19 Requirements to achieve its purposes through the use of the various powers 20 enumerated above. 21 B. Quapaw Services shall not have power to negotiate any Compact 22 with another government. Quapaw Services shall not have power to bind 23 the Tribe in any agreement with a federal, tribal, state, local or other 24 governmental entity unless authorized to do so by the Business Committee 25 with the exception that Quapaw Services may enter into agreements with 26 federal, state or other governmental entities that comply with all applicable 27 law and regulations for any Project. 28 C. Quapaw Services shall not have power to promulgate, repeal, or 29 amend any law ofthe Tribe, and it shall not have the power to implement or 30 enforce the environmental laws and regulations of the Tribe; Quapaw 31 Services shall not be vested with any civil regulatory or criminal 32 jurisdiction. 33 D. Quapaw Services shall not have power to waive the Tribe's 34 sovereign immunity from suit or consent to any foreign jurisdiction, except 35 to the extent approved by the Business Committee as to a particular contract 36 or agreement. 37 E. Quapaw Services shall not have power to pledge, commit, or use 38 any assets, income, property, or funds of the Tribe except the assets, 39 income, property or funds ofQuapaw Services and its Projects.

5 1 H. Quapaw Services shall not have the power to encumber, lease or sell 2 any real or personal property ofthe Tribe except to the extent that Quapaw 3 Services may encumber, lease or sell any real or personal property owned or 4 controlled by Quapaw Services. 5 § 108. Relation to Tribe 6 A. Quapaw Services is and shall remain a subordinate instrumentality 7 ofthe Tribe. As an instrumentality ofthe Tribe, Quapaw Services enjoys an 8 autonomous existence. 9 B. Quapaw Services shall be entitled to all ofthe privileges and 10 immunities ofthe Tribe, including without limitation, sovereign immunity 11 from suit and the taxation status ofthe Tribe. 12 C. Quapaw Services shall have no power to exercise any regulatory or 13 legislative power; the Tribe specifically reserves from Quapaw Services and 14 prohibits the exercise of all regulatory, legislative and other governmental 15 powers beyond those specifically granted in this Charter. 16 § 109. Quapaw Services' Assets 17 A. Asset Identification: Quapaw Services' assets shall consist of all 18 Project revenues, all real or personal property owned or controlled by 19 Quapaw Services, and all Quapaw Services contractual assets. 20 B. Exclusions: Notwithstanding the foregoing, for purposes of 21 clarification and the avoidance of doubt, upon transfer of funds or property 22 from the accounts ofQuapaw Services to the general funds or other 23 accounts ofthe Tribe in compliance with all contractual restrictions 24 applicable to Quapaw Services, such funds shall cease to be assets of 25 Quapaw Services without the requirement of further act or deed; provided, 26 however, Quapaw Services shall not transfer, distribute, pledge or otherwise 27 encumber its assets until Quapaw Services makes all payments and satisfies 28 all obligations that are due and owing. 29 § 110. Approval of Budget, Business Plan, and Master Plan; 30 Distributions to the Tribe 31 A. Annual Budget and Business Plan: By no later than October first of 32 each year, Quapaw Services Board ofDirector shall submit to the Business 33 Committee a proposed Annual Budget for the next fiscal year, which budget 34 shall include a proposed budget for the distributions to be made to the Tribe 35 for the forthcoming fiscal year, along with a proposed Business Plan for the 36 next fiscal year. Such Annual Budget and Business Plan shall not be final 37 and effective unless and until approved by a majority of the Business 38 Committee; provided, however, that if the Business Committee has not 39 either approved or disapproved the Annual Budget and/or Business Plan by 40 the succeeding January first, the Annual Budget and/ or Business Plan shall 41 be deemed approved by the Business Committee. Recognizing that 42 Quapaw Services may be participating in a competitive business area, all

6 1 plans, budgets and any specific sales information provided to the Business 2 Committee will be held confidential. 3 B. Revisions: In recognition that Quapaw Services will operate in a 4 competitive environment, Quapaw Services may submit revised Business 5 Plans and associated Annual Budgets at any time for approval ofthe 6 Business Committee. 7 C. Distributions: Quapaw Services shall make to the Tribe each month 8 a monetary distribution of all distributable income after the payment ofthe 9 expenses ofQuapaw Services and required to maintain any cash reserves as 10 approved by Business Committee in the Annual Budget. 11 E. Interim Budget and Business Plan: For the initial operating year of 12 Quapaw Services, the Board ofDirectors shall submit an Annual Budget 13 and Business Plan for that portion of the remaining fiscal year within ninety 14 (90) days ofthe confirmation ofthe entire initial Board ofDirectors. 15 §111. Board ofDirectors 16 A. Voting Directors: The Board ofthe Directors ofQuapaw Services 17 shall consist ofthree voting members (Voting Directors) which shall be (1) 18 the Chairman ofthe Business Committee, (2) the Vice Chairman ofthe 19 Business Committee and (3) the Secretary/ Treasurer of the Business 20 Committee. 21 B. Non-voting Directors: The Chairman of the Business Committee 22 may appoint other Persons to Quapaw Services Board ofDirectors as non 23 voting Directors whose purpose is to provide advice, guidance and 24 coordination with the goals ofthe Tribal government. 25 C. Compensation: Any compensation paid to Quapaw Services 26 Directors shall be approved by the Business Committee as part ofthe 27 Annual Budget. Reimbursement ofexpenses as provided in this Charter is 28 not considered compensation. 29 D. Reimbursement: Quapaw Services shall reimburse all Directors for 30 expenses incurred in attending meetings ofQuapaw Services or in 31 furtherance of its business objectives in conformity with any laws or 32 regulations ofthe Tribe in regard to reimbursement ofexpenses ofTribal 33 officials or employees. 34 E. Conflicts ofInterest: A Quapaw Services Director may not vote 35 regarding any matter before Quapaw Services in which such Director has a 36 financial interest, directly or indirectly. 37 § 112. Officers 38 A. President: The Chairman ofthe Business Committee shall be the 39 President ofQuapaw Services.

7 1 B. Vice President: The Vice Chairman ofthe Business Committee 2 shall serve as Vice-President and be able to act in the President's absence. 3 C. Secretary and Treasurer: The Secretary/ Treasurer ofthe Business 4 Committee shall serve as the Secretary/ Treasurer of Quapaw Services. 5 D. Term of office: The terms ofDirectors shall run contemporaneously 6 with the terms of office on the Business Committee. 7 § 113. Meetings 8 A. Annual Meetings: The annual meeting of Quapaw Services shall be 9 held during the month of May at a principal office of Quapaw Services or of 10 the Tribe. All annual meetings of Quapaw Services shall be open to any 11 member ofthe Tribe. Quapaw Services may conduct portions of its 12 meetings in closed session, as the Voting Directors deem appropriate for 13 business or other reasons. 14 B. Regular Meetings: Quapaw Services shall strive to hold regular 15 meetings at least quarterly. All regular meetings of Quapaw Services shall 16 be open to any member ofthe Tribe. Quapaw Services may conduct 17 portions of its meetings in closed session, as the Voting Directors deem 18 appropriate for business or other reasons. 19 C. Special Meetings: The President or Vice-President may call special 20 meetings of Quapaw Services at any time. Special meetings may be held by 21 telephone conference. Special meetings may be open or closed at the 22 discretion ofthe President. 23 D. Notice: Notice ofmeetings ofQuapaw Services shall be given by 24 either the Secretary/ Treasurer or other person designated by the President 25 Services as follows: 26 1. Notice ofannual meetings shall state the time, date, and 27 place of the meeting and shall be given in writing or telecopy properly 28 addressed to each Director of Quapaw Services according to the latest 29 available records, and shall be posted at Quapaw Services's principal 30 office, and at such other locations as Quapaw Services may designate 31 and on the Tribe's website. Notice shall be given not more than sixty 32 (60) or less than thirty (30) days immediately preceding the date ofthe 33 meeting. 34 2. Notice ofregular meetings shall state the time, date and 35 place ofthe meeting and shall be given in writing or telecopy properly 36 addressed to each Director ofQuapaw Services according to the latest 37 available records. Notice shall be given no later than five (5) days nor 38 more than thirty (30) days immediately preceding the date of the 39 meeting.

8 I 3 . Notice of special meetings shall be given in a manner 2 reasonably calculated to give notice to all Directors of Quapaw Services 3 as specified by the President when the special meeting is called. 4 4. Notice as required in subsections D(1), (2), and (3) above 5 may be waived in writing signed by the Director or Directors entitled to 6 such notices; whether before or after the time stated therein, and such 7 waiver shall be deemed equivalent to the giving of such notice. 8 Attendance of any Director a meeting shall constitute a waiver ofthe 9 notice provision without requiring a written waiver ofnotice. 10 E. Decisions by the Board ofDirectors 1 I 1. Quorum: Two Voting Directors ofQuapaw Services 12 shall constitute a quorum for the transaction ofany business. 13 2. Actions: A measure passed by a simple majority ofthe 14 Voting Directors present and voting at a meeting having a quorum shall 15 be the act ofQuapaw Services. 16 3. Action without a meeting: The Board of Directors may 17 pass a measure without a meeting by either an email or voice call vote. 18 F. Minutes: Minutes ofeach meeting of Quapaw Services shall be kept 19 by the Secretary/ Treasurer and shall be sent promptly after each meeting to 20 the Business Committee and to such other persons as may be designated 21 from time to time by Quapaw Services or the Business Committee, 22 provided that the Board ofDirectors and the Business Committee will take 23 all necessary steps to protect the confidentiality ofproprietary and sensitive 24 business information. 25 § 114. Duties of Officers 26 All officers and agents ofQuapaw Services shall have the following 27 duties and such other duties as may be determined by resolution ofQuapaw 28 Services, not inconsistent with this Charter: 29 A. President: The President shall preside at all meetings ofQuapaw 30 Services, and shall perform all duties incident to the office ofthe President 31 of Quapaw Services, and such other duties as, from time to time, may be 32 assigned to him or her by a Quapaw Services Board ofDirectors' 33 Resolution. 34 B. Vice President: The Vice-President shall act in the capacity ofthe 35 President in the absence of the latter and shall discharge any other duties 36 delegated or designated by the President. 37 C. Secretary/ Treasurer: The Secretary/ Treasurer shall keep, or cause 38 to be kept, the minutes of the meeting ofQuapaw Services. The Secretary 39 shall see that all notices are duly given in accordance with the provisions of 40 this Charter. The Secretary shall be custodian ofthe seal and records of 41 Quapaw Services, and shall perform all duties incident to the office ofthe

9 1 Secretary, and such other duties as may, from time to time, be assigned to 2 the Secretary by Quapaw Services Board of Directors or the President. 3 Further, the Secretary/ Treasurer shall be the financial officer of Quapaw 4 Services and shall have charge and custody of, and be responsible for, all 5 funds of Quapaw Services, and shall deposit such funds in such banks, trust 6 companies, or other depositories as shall have been designated by Quapaw 7 Services. The Secretary/ Treasurer shall receive and give receipts for 8 monies due and payable to Quapaw Services from any source whatsoever; 9 and, in general, shall perform all duties incident to the office of the 10 Secretary/ Treasurer and such other duties as, from time to time, may be 11 assigned to him or her by Quapaw Services Board of Directors or the 12 President. The Secretary/ Treasurer shall render to the President, whenever 13 the same may be required, an account ofall transactions as Secretary/ 14 Treasurer and of the financial condition of Quapaw Services. The 15 Secretary/ Treasurer shall, at the expense of Quapaw Services, give a bond 16 for the faithful performance and discharge ofthe Secretary/ Treasurer's 17 duties in such amount, so conditioned, and with such surety or sureties as 18 Quapaw Services may require. 19 §117. Indemnification of Officers, Employees, and Directors of 20 Quapaw Services 21 Quapaw Services shall indemnify any Director or employee, or 22 former Director or employee, or any person who may have served at its 23 request on behalf of Quapaw Services, against reasonable expenses actually 24 and necessarily incurred by that person in connection with the defense of 25 any action, suit or proceeding in which that person is made a party by 26 reason ofbeing, or having been such Director or employee; except in 27 relation to matters as to which such person shall be adjudged in such action, 28 suit or proceeding to be liable for negligence or misconduct in the 29 performance ofhis or her duties; or except in relation to matters in which 30 such person was acting beyond the scope ofhis or her employment. 31 Quapaw Services shall also reimburse to any Director or employee 32 reasonable costs of settlements of any such action, suit or proceeding if it 33 shall be found by a majority of the Business Committee, other than any 34 Director of Quapaw Services involved in the matter of controversy, that it is 35 in the best interest of the Tribe that such settlement be made and that such 36 officer or Director was not guilty of negligence or misconduct, or acting 37 beyond the scope of his or her employment. Such rights of indemnification 38 and reimbursement shall not be deemed exclusive of any other rights which 39 such Director or employee may be entitled to receive. Nothing in this 40 provision is intended to abrogate or lessen any aspect ofthe doctrine of 41 sovereign immunity. 42 § 118. Accounting; Fiscal Year 43 Quapaw Services shall establish and implement an accounting 44 system in conformity with accounting principles generally accepted in the

to 1 excavation, trucking and related industries. Financial and operating 2 statements shall be provided to the Business Committee not less often than 3 quarterly. The accounting system shall insure the availability of 4 information as may be necessary to comply with Tribal, federal, and state 5 regulatory requirements. Use of automatic data processing shall be 6 encouraged whenever possible. The fiscal year ofQuapaw Services shall be 7 January I to December 31. 8 § 119. Records; Inspection; Audits 9 The books, records and property ofQuapaw Services shall be 10 available for inspection at all reasonable times by authorized representatives 11 ofthe Business Committee and others as required by Legal Requirements. 12 The accounts and records of Quapaw Services shall be audited at the close 13 of each fiscal year in accordance with generally accepted accounting 14 principles. Copies of such audit reports shall be furnished to Quapaw 15 Services and to the Business Committee. Recognizing the competitive 16 nature of the industry in which Quapaw Services operates, Quapaw Services 17 auditors will take all measures generally acceptable in competitive 18 environments to protect proprietary and sensitive pricing and other business 19 information. 20 § 120. Insurance 21 Insurance, including liability insurance, adequate and sufficient to 22 protect the interests of Quapaw Services and the Tribe from losses by fire or 23 other disaster shall be carried on all property and assets of Quapaw Services 24 and on all property and assets of the Tribe committed to management by 25 Quapaw Services.

BE IT FURTHER RESOLVED that the Tribal Business Committee finds and resolves as follows:

1. The foregoing Ordinance shall become effective immediately upon is certification.

2. The foregoing ordinance shall be codified by the General Counsel in the Quapaw Code as the permanent law ofthe Tribe.

11 CER TIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through a telephonic/electronic poll of the Tribal Business Committee on June 8, 2012, with a vote reflecting ~ yes, ...r:; no, .Jl abstaining, and D absent.

% <<::?~ Thomas C. Mathews, Vice-Chairman Quapaw Tribal Business Committee

12 DOCUMENTATION OF AN ELECTRONIC - PHONE POLL

DATE: June 8, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: Resolution Number 060812 - A Resolution to Charter the Quapaw Services Authority of the Quapaw Tribe of Oklahoma & Teaming Agreement with Sprouls Construction, Inc.

See Attached

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Via E·Maii Chairman X 06/08/123:58 pm Thomas Mathews Via E-Mail Vice-Chairman X 06/08/123:52 pm Tamara Smiley- Via E·Maii Reeves Sec.fTreas. X 06/14/124:30 pm Ranny McWatters, Via E·Maii Member X 06/08/126:44 pm Flossie Mathews, By Signature Member X 06/15/12 Marilyn Rogers, Via E·Mail Member X 06/14/1212:47 pm T.C. Bear, Via E·Mail Member X 06/11/12 11 :05 am

RESULTS: Z YES; Q NO; QABSTAIN; Q ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On June 14, 2012 with a vote reflecting Zyes; Q no; Q abstaining; and Q absent. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542·1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 060812-A

To Amend the Provisions of the Tribal Gaming Ordinance With Respect to Regulation of Gaming Financiers

BEFORE THE BUSINESS COMMITTEE OF THE QUAPAW TRIBE OF QK.LAHOMA(O-GAH-PAH)

June 8, 2012

. The TRIBAL BUSINESS COMMITTEE introduced the following Resolution to enact a Tribal ordinance.

1 Section 1. The definition of "Qualified Gaming Financier" III

2 Section 5 of the existing ordinance is hereby amended as follows:

3 "Qualified Gaming Financier" means any Gaming Financier 4 that is: a federally or state:regulated bank, savings and loan, or 5 trust, or other federally or state-regulated lending institution, or 6 other commercial lending institution; any agency of the federal, a 7 state, or a tribal or a local government, a broker-dealer registered 8 under the Securities Exchange Act of 1934, as amended; an 9 investment company registered under the Investment Company 10 Act of 1940, as amended; an investment advisor registered under 11 the Investment Advisors Act of 1940, as amended; ef an 12 insurance company registered under any federal or state insurance 13 agency; or any person or entity, including but not limited to, an 14 institutional investor who, alone or in conjunction with others, 15 lends money through publicly or commercially traded bonds or 16 instruments or their assignees or transferees, or which bonds or 17 commercially traded instruments are underwritten by any entity 18 whose shares are publicly traded or which underwriter, at the time 19 of the underwriting, has assets in excess of One Hundred Million 20 Dollars ($100,000,000.00).

21 Sec. 2. Section 17 of the existing ordinance is hereby amended

22 as follows:

23 § 17. Regulation of Qualified Gaming Financiers 24 A. Licensing of Qualified Gaming Financiers 25 Any Qualified Gaming Financier may be licensed as a 26 gaming-related vendor under this Ordinance upon receipt by the 27 TGA of an application in the form required by the TGA, and upon

2 28 payment of the required licensing fee, if any. 29 B. Standards and Procedures 30 The TGA shall promulgate standards and procedures for the 31 issuance of a Qualified Gaming Financier license consistent with 32 this Ordinance, subject to the approval of the Commission. 33 C. Scope of License 34 1. A license granted to a Qualified Gaming Financier shall 35 constitute a license to the named applicant only and shall be 36 effective only with respect to such applicant's activities as a 37 Gaming Financier, and those activities necessary or incidental 38 thereto, and no other activity which would otherwise cause the 39 applicant to constitute a gaming-related vendor. 40 2. Notwithstanding anything to the contrary in this 41 Ordinance, none of the following persons or entities, solely in their 42 capacity as such, shall be deemed to be a Gaming Financier or a 43 Gaming Related Vendor subject to licensing under this Ordinance: 44 (a) any person or entity holding or owed any debt securities, notes, 45 loans, obligations under letters of credit or relating to cash or 46 interest rate management, bonds, or other commercially traded 47 instruments of a Gaming Operation initially purchased from such 48 Gaming Operation by a Qualified Gaming Financier; and (b) any 49 trustee, administrative agent, or entity performing similar 50 functions, with respect to any debt securities, notes, loans, 51 obligations under letters of credit or relating to cash or interest rate 52 management, bonds or other commercially traded instruments of a 53 Gaming Operation; and Cc) any assignee of the rights and 54 obligations of a person identified in subparts Ca) or Cb) of this 55 paragraph. 56 D. Obligations of Qualified Gaming Financiers 57 Except as otherwise provided herein, or as required by the 58 TGA pursuant to its duties and powers under this Ordinance, 59 applicants licensed as Qualified Gaming Financiers hereunder will 60 not be subject to regular reporting requirements, including such 61 reporting requirements applicable to other licensees, during the 62 term of their licenses. If a Qualified Gaming Financier's license 63 lapses or otherwise terminates as herein provided, the recipient of 64 such license shall not act as a Gaming Financier until it again duly 65 files a completed application for such license.

3 66 E. Term of Qualified Gaming Financier Licenses 67 Each Qualified Gaming Financier License shall remain in 68 effect until the earlier of (i) the date upon which any loan 69 obligations have been paid in full and all loan commitments by 70 any party have terminated or have been fully satisfied December 71 31 of the second calendar year following the year in which the 72 application 'lIas submitted to the TGA or (ii) withdrawal of the 73 application by the applicant or (iii) the expiration of any 74 engagement letter or term sheet or loan agreement or other 75 financing or security agreement between the Qualified Gaming 76 Financier and the respective Gaming Operation. 77 F. Background Investigations 78 Except as otherwise required by the Director within his or her 79 discretion, the background investigation of each Executive Officer 80 of an applicant for a Qualified Gaming Financier license will 81 consist solely of a review ofpublicly available information 82 contained in filings with the Office of the Comptroller ofthe 83 Currency, the Federal Deposit Insurance Corporation, the Federa1 84 Reserve Board, the Securities and Exchange Commission, the 85 National Association of Securities Dealers, various stock 86 exchanges, and other Tribal, federal, and state agencies regulating 87 Qualified Gaming Financiers, depending upon the organization 88 and the corporate charter of each such applicant.

BE IT FURTHER RESOLVED that the Tribal Business Committee finds and resolves as follows:

1. The foregoing Ordinance shall become effective immediately upon is certification.

2. The Chairman of the Tribal Business Committee, or, at the Chairman's direction, the General Counsel of the Tribe, is hereby authorized and directed to submit these amendments to the Chairman of the National Indian Gaming Commission (the "NIGC") forthwith.

3. In order to ensure that the holders of existing and effective Qualified Gaming Financier licenses receive the benefit of these amendments, and in the interest of maintaining good business relationships with existing lenders to Tribal gaming operations, the Business Committee hereby directs that the terms of all existing and effective Qualified Gaming Financier licenses are hereby extended by operation oflaw in accordance with these amendments, and no such license now in effect shall expire except in accordance with the provisions for license terms set forth

4 herein.

4. The foregoing ordinance shall, upon approval by the Chairman of the NIGC, be codified by the General Counsel in the Quapaw Code as the permanent law o/the Tribe.

CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through a telephonic/electronic poll of the Tribal Business Committee on June 8, 2012, with a vote reflecting :L yes, ...Q no, 0 abstaining, and 0 absent.

Thomas C. Mathews., Vice-Chairman Quapaw Tribal Business Committee

5 DOCUMENTATION OF AN ELECTRONIC - PHONE POLL

DATE: June 8, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist SUBJECT MATTER: Resolution Number 060812-A; To Amend the Provisions of the Tribal Gaming Ordinance With Respect to Regulation of Gaming Financiers See Attached

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Via E-mail Chairman X 06/08/12 5:49 pm Thomas Mathews Via E-mail Vice-Chairman X 06/08/124:59 pm Tamara Smiley- Via E-Mail Reeves Sec.ffreas. X 06/14/124:30 pm Ranny McWatters, Via E-mail Member X 06/11/124:48 pm Flossie Mathews, I By Signature Member X 06/15/12 Marilyn Rogers, I Via E-mail Member X 06/11/1210:47 am T.C. Bear, By Signature Member X 06/15112 RESULTS: ZYES; QNO; QABSTAIN;..!! ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On , with a vote reflecting 7 yes; 0 no; 0 abstaining; and 0 absent. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918)542-4694 Resolution No. 062712-C

A RESOLUTION ~PPROVING AN AGREEMENT BETWEEN THE TRIBE AND TRAVOIS, INC., RELATING TO THE DEVELOPMENT OF ELDER HOUSING i l

WHEREAS, the Quapaw Tribe of Indians of Oklahoma (0-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including providing for the development of Tribal housing, including housing for Tribal elders, and entering into and approving contracts relating to such projectS,; and WHEREAS, !the Tribal Business Committee desires to enter into an agreement with Travois, Inc. (the "Travois Agreement"), to obtain consulting services relating to the possible development of additional housing for Tribal elders and senior citizens through tax credit equity financing provided by outside sources; and WHEREAS, a copy of the Travois Agreement has been provided to the Tribal Business Committee in final form~ which the Business Committee desires to approve. I NOW, THEREFORE BE IT RESOLVED THAT ~he Tribal Business Committee hereby approves the Travois Agreement, and authorizes the Chairman or any other officer of the Tribal Business Committee to execute and deliver such agreement.! BE IT FURTHER RESOLVED THAT the Tribal Business Committee hereby approves the dispute resolution provisions of the Travois Agreement, and further hereby authorizes and grants a limited waiver of the immunity.ofthe Tribe from unconsented suit pursuant to and in conformity with the terms and conditions of the Travois Agreement; provided, however, that the limited waiver of immunity granted hereunder shall be for the sole use of Travois, Inc., and no other party, and shall be valid only in and for proceedings in the Quapaw Tribal Courts; provided, further, that the limited waiver of immunity granted hereunder shall permit a recovery of money damages against the Tribe not to exceed the sums due and owing to Travois, Inc., and otherwise provided for under the Travois Agreement; provided, further, that any recourse for any monetary award against the Tribe entered pursuant to the Travois Agreement shall be solely against the funds of the Tribe specifically appropriated by the Tribal Business Committee for purposes of the housing project that is the subject of the Travois Agreement, and that no general execution shall be issued against the funds of the Tribal treasury thereunder.. CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted ~t a regular meeting of the Tribal Business Committee/through a telephonic/electronic poll of the Tribal Business Committee on June 27, 2012, with a vote reflecting §. yes; Q no; Q abstaining; and 1 absent.

Thomas Crawfish Mathews, Vice-Chairman; Quapaw Tribal Business Committee

2 DOCUMENJATION OF AN ELECTRONIC ·PHONE POLL

DATE: June 27,2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: Resolution Number 062712-C; A RESOLUTION jAPPROVING AN AGREEMENT BETWEEN THE TRIBE AND TRAVOIS, INC., RELATING TO THE DEVELOPMENT OF ELDER HOUSING

The Project Agreement I

06127/12 2:32pm

06127/12 3:52pm

06127/12 2:43 pm

06127/12 3:51 pm

06127/12 3:02PM

06127/12 3:08 pm

RESULTS: §YES; ! NO; ! ABSTAIN; ! ABSENT. MOTION PASSES

CERTIFICATION Approved by the Quapaw Tribal Business Committee On June 27, 2012, with a vote reflecting §. yes; Q no; Q abstaining; and 1 absent PROJECT AGREEMENT ~

THIS PROJECT AGREEMENT (this "Agreement") is made as of the 11.!_ day of June, 2012, by and between Quapaw Tribe of Oklahoma (0-Gah-Pah), a federally recognized Indian tribe ("TRIBAL ENTITY"), and TRAVOIS, INC., a Missouri corporation d/b/a TRAVOIS ( "TRA VOIS").

RECITALS:

A. TRAVOIS is a corporation duly organized under the laws ofthe State of Missouri for the purpose of providing consulting services related to low-income housing projects.

B. The TRIBAL ENTITY is a tribally designated housing entity located within the State of Oklahoma.

C. The TRIBAL ENTITY desires to develop low-income housing ("Housing'') through the use of tax credits allowed pursuant to Internal Revenue Code§ 38 as calculated pursuant to Internal Revenue Code § 42 (the "Tax Credits"), and to retain TRAVOIS to assist it in accomplishing its goals.

D. The parties contemplate a transaction (the "Transaction") in which: (i) a limited partnership or limited liability company (the "Partnership") will be formed under the laws of the State of Oklahoma and the laws ofthe Quapaw Tribe to build or rehabilitate and own housing units (the "Housing Project"); (ii) the TRIBAL ENTITY will provide debt financing to the Partnership; (iii) the TRIBAL ENTITY will act as the manager or general partner of the Partnership ("General Partner") and the TRIBAL ENTITY will act as the developer ofthe Housing Project; and (iv) an investor will act as a member or limited partner of the Partnership ("Limited Partner") and provide equity financing to the Partnership.

E. The parties desire to set forth in this Agreement the terms under which TRAVOIS will provide consulting services to the TRIBAL ENTITY in connection with the Transaction.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties to this Agreement agree as follows:

Article I. TRAVOIS SERVICES AND TRIBAL ASSISTANCE

1.1 TRAVOIS Services. Until and unless this Agreement is terminated as provided in Section 4.1 ofthis Agreement, TRA VOIS agrees to provide the TRIBAL ENTITY with the services set forth in this Article I.

1.2 Application Services. TRAVOIS will prepare for TRIBAL ENTITY one Application for Allocation of Low Income Housing Tax Credits (the "Application") for the Housing Project. If requested by the TRIBAL ENTITY, TRAVOIS shall resubmit, with appropriate and reasonably necessary changes, one follow-up Application, without charge to TRIBAL ENTITY in the next funding round held by the Oklahoma Housing Finance Agency (the "State Agency"), provided the Housing Project is substantially unchanged except for changes that facilitate a more competitive application. Any Application to be submitted shall be prepared to conform to the requirements of the State Agency for its filing acceptance and evaluation. During the process of preparing an Application, TRAVOIS will provide the TRIBAL ENTITY with the following services and documents:

A. Cost Model. TRAVOIS will prepare a development cost financial model which sets forth an estimation of the following Housing Project costs: (i) land preparation; (ii) zoning and development rule compliance (if applicable); (iii) improvement design; and (iv) housing unit construction. The financial assumptions used in preparing the model will also be included.

B. Allocation Agency Scoring. TRAVOIS will review the tax credit scoring system of the State Agency. TRAVOIS will use its discretion to maximize the availability of tax credit scoring while balancing the interests of the TRIBAL ENTITY.

C. Cash Flow Projections. TRA VOIS will prepare cash flow projections for the Housing Project which set forth the costs and incomes associated with the operation of the Housing Project, as required by Internal Revenue Code§ 42.

D. Return on Investment. TRAVOIS will prepare a return on investment model for the Housing Project which sets forth the amount of debt and equity the project will support, the yields expected from the Housing Project, and the estimated internal rate of return.

E. Preliminary Management Plan. TRAVOIS will (i) prepare a plan for the Housing Project which sets forth TRAVOIS' recommendations regarding management and asset preservation and (ii) provide training for TRIBAL ENTITY staff on operations and compliance related to the low income housing tax credit program governed by Internal Revenue Code § 42.

F. Permanent Debt Projections. TRAVOIS will prepare permanent debt estimates and construction period debt estimates and make application on behalf of the Partnership, to lenders, including the Tribal Native American Housing Assistance and Self-Determination Act program, for the provision of that debt for the Housing Project.

G. Equity Projections. TRAVOIS will prepare an estimate of the amount and timing of equity contributions required by the Partnership.

H. Schedule of Application Costs. TRAVOIS will prepare a schedule of direct costs necessary for the submission of an Application.

1.3 Investors. If an Application is approved, TRAVOIS will assist the TRIBAL ENTITY in raising equity for the Housing Project. TRAVOIS shall use its reasonable efforts to

2 contact prospective investors, provide prospective investors with general information about the Housing Project and assist in the negotiation and consummation of the investment transaction.

1.4 Tribal Assistance. The TRIBAL ENTITY shall cooperate with TRAVOIS and the TRIBAL ENTITY acknowledges that TRAVOIS cannot, and will not be required to, provide the services and assistance under this Agreement unless the TRIBAL ENTITY cooperates with TRAVOIS. The TRIBAL ENTITY shall appoint one or more contact person(s) who will provide TRAVOIS with the assistance and information needed and requested by TRAVOIS to perform its services under this Agreement.

1.5 Disclaimer. TRAVOIS shall use its reasonable efforts to assist the TRIBAL ENTITY in obtaining approval of an Application and obtaining equity financing for the Housing Project. Notwithstanding the foregoing, the parties agree that TRAVOIS is not obligated and shall not be held responsible if an Application is not approved or if prospective equity investors are not obtained.

Article II. FEES

2.1 Fees. In exchange for the services provided by TRAVOIS under this Agreement, TRIBAL ENTITY shall pay TRAVOIS the fees and expenses associated with the Housing Project as provided in this Article II.

2.2 TRAVOIS Compensation. TRIBAL ENTITY shall pay TRAVOIS a total One Hundred and Five Thousand Dollars ($1 05,000.00) (the "Total Fee") in four ( 4) installments as follows, and subject to the terms hereunder:

(a) The first installment in the amount of Fifteen Thousand Dollars ($15,000.00) shall be payable when this Agreement is executed. Of the first installment, TRA VOIS will apply Five Thousand Dollars ($5,000.00) toward a market study approved by the State Agency.

(b) The second installment of Thirty Five Thousand Dollars ($35,000.00) (the "Second Installment") shall be payable within thirty (30) days following an award of a reservation ofTax Credits by the State Agency, but if and only if such award is finally made by the State Agency.

(c) The third installment of Thirty Five Thousand Dollars ($35,000.00) (the "Third Installment") shall be payable within thirty (30) days of the TRIBAL ENTITY's receipt of written correspondence from TRAVOIS identifying at least three Limited Partners willing to provide equity financing on terms and conditions standard in the industry. The TRIBAL ENTITY may execute a letter of intent, equity commitment letter or similar instrument indicating the TRIBAL ENTITY'S acceptance of a Limited Partner identified and proposed by TRAVOIS, and which Limited Partner is willing to provide equity financing on terms and conditions standard in the industry and acceptable to the TRIBAL ENTITY.

3 (d) The fourth installment of Twenty Thousand Dollars ($20,000.00) (the "Fourth Installment") shall be payable upon the execution of an Amended and Restated Limited Partnership Agreement or an Amended and Restated Limited Liability Company Operating Agreement with a Limited Partner on terms and conditions acceptable to the TRIBAL ENTITY.

(e) The fees to be paid to TRAVOIS hereunder shall be inclusive of any and all costs and expenses incurred by TRAVOIS hereunder.

2.3 Miscellaneous Fees. TRAVOIS shall obtain the written, advance approval of the TRIBAL ENTITY prior to incurring any fees and costs related to the Housing Project, other than those fees set forth herein, and charged by third parties, including but not limited to attorneys, accountants, building sub-contractors, architects, contractors, and other consultants. If TRAVOIS pays any fees and costs described in this Section 2.3 upon proper written approval of the TRIBAL ENTITY, the TRIBAL ENTITY shall reimburse TRAVOISin full within thirty (30) days after the fees and costs are incurred. Any and all fees and costs incurred by third parties hereunder shall be subject to written agreements acceptable to the TRIBAL ENTITY and in conformity with the TRIBAL ENTITY'S policies and procedures, and shall be subject to the approval of the TRIBAL ENTITY. At the TRIBAL ENTITY'S option, third-party fees and costs incurred hereunder may be paid directly to the third-party by the TRIBAL ENTITY.

2.4 Interest. If any payment required to be made by the TRIBAL ENTITY pursuant to this Article II is not received by TRAVOIS when due, then TRIBAL ENTITY shall pay to TRAVOIS, interest equal to fifteen percent (15%) per annum on the amount due, provided that any amount of interest may not exceed the maximum rate permitted by law.

Article III. DISPUTE RESOLUTION

3 .1 Negotiated Resolution. Prior to mediating or arbitrating any dispute and prior to bringing any action before any tribunal, TRAVOIS and the TRIBAL ENTITY shall negotiate, in good faith, any controversy or claim arising out of or relating to this Agreement, or the breach of the Agreement, and shall attempt, in good faith, to resolve the dispute amicably, through direct negotiation.

3.2 Mediation. After attempting a negotiated resolution pursuant to Section 3.1 and prior to arbitrating any dispute and bringing any action before any tribunal, TRA VOIS and the TRIBAL ENTITY shall participate in at least four hours of mediation in accordance with the mediation procedures of United States Arbitration & Mediation. TRAVOIS and the TRIBAL ENTITY shall each pay their own attorneys' fees and share the other costs of the mediation equally.

3.3 Arbitration.

(a) Any dispute arising out of or relating to this Agreement that has not been settled pursuant to Sections 3.1 or 3.2 shall be resolved through binding arbitration to be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration

4 Association (the "AAA") now or hereafter in effect and pursuant to the provisions of this Article. Any party hereto may initiate an arbitration proceeding by providing notice to the AAA and the other parties.

(b) Any arbitration hereunder shall be conducted by a single arbitrator to be selected by agreement of the parties. In the event the parties are unable to agree on the choice of an arbitrator within ten (1 0) days after notice from a party to the dispute to all other parties that a dispute requiring arbitration exists, then the arbitrator shall be selected by the AAA from among up to three nominations to be made by each party. Any arbitration hereunder shall be conducted at a location in Oklahoma agreeable to all parties and to the arbitrator. In the event the parties are unable to reach agreement on the location of an arbitration, such location shall be selected by the arbitrator.

(c) The arbitrator shall conduct any proceedings hereunder by expedited procedures, and shall render a reasoned decision, in writing, within forty-five days after the conclusion of the arbitration proceedings. Such award may be reduced to a judgment pursuant to the Federal Arbitration Act (the "FAA").

(d) Each party to the dispute shall pay an equal amount ofthe arbitrator's fees and costs, unless the arbitrator determines that any party to the dispute has defaulted or asserted an unreasonable business position during the arbitration, in which event the party to the dispute who defaulted or asserted the unreasonable business position shall pay all or a part of the arbitrator's fees and costs, as the arbitrator, in his or her discretion, determines. Each party shall be responsible for the payment of its own fees and costs, including attorney fees incurred in the arbitration.

(e) In agreeing to the method of dispute resolution set forth in this arbitration clause, the parties specifically acknowledge that each prefers to resolve disputes by arbitration rather than through the formal court process.· Further, each of them understands that by agreeing to arbitration each of them is waiving the right to resolve disputes arising or relating to this Agreement in Court by a judge or jury, the right to a jury trial, the right to discovery available under the applicable Rules of Civil Procedure, the right to findings of fact based on the evidence, and the right to enforce the law applicable to any case arising or relating to this Agreement by way of appeal. Each of them also acknowledges that each has had an opportunity to consider and study this arbitration provision, to consult with counsel, to suggest modification or changes, and, if requested, has received and reviewed a copy of the Commercial Arbitration Rules of the American Arbitration Association now or hereafter in effect. Additionally, each party hereby irrevocably and unconditionally waives the right to recover for claims for consequential and punitive damages.

3.4 Enforcement. Judgment upon the award rendered by the arbitrator shall, upon request of the prevailing party, be entered in the Quapaw tribal court system (the "Tribal Court") and such proceeding shall be conducted subject to the rules and procedures of the Tribal Court; provided, however, that the parties agree that the Tribal Court shall have the power to enforce,

5 but not review or modify, the arbitrator's award, except in accordance with the FAA. The parties shall be bound by the award of the arbitrator or a judgment, ruling or order which is final (because either the time for appeal has expired or the judgment or order is issued by the court having final appellate jurisdiction over the matter and is not subject to collateral attack).

3.5 Limited Waiver of Immunity. As a condition to the effectiveness and enforceability of this Agreement, the Business Committee of the TRIBAL ENTITY shall adopt a resolution granting a limited waiver of the sovereign immunity of the TRIBAL ENTITY solely for the purposes of enforcing the provisions of this Agreement and not a general or complete waiver of sovereign immunity; provided however, that any recourse for any monetary award against the TRIBAL ENTITY entered by the arbitrator shall be solely against the funds of the TRIBAL ENTITY specifically appropriated by the Business Committee of the TRIBAL ENTITY for purposes of the Housing Project, and that no general execution shall be issued against the funds of the Tribal treasury.

3.6 Document Discovery. Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of relevant documents. Any dispute regarding discovery, or the relevance or scope of Discovery, shall be determined by the arbitrator and such determination shall be conclusive. All discovery shall be completed within forty-five (45) days following the appointment of the arbitrator.

3.7 Preliminary Relief. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the dispute is otherwise resolved. Either party also may, without waiving any remedy under this Agreement, seek from the Tribal Court, any interim or provisional relief that is necessary to protect the rights or property of that party, pending the appointment of the arbitrator (or pending the arbitration panel's determination of the merits of the Dispute).

Article IV. TERMINATION; GENERAL PROVISIONS

4.1 Termination. This Agreement, and the obligations set forth in this Agreement, shall terminate as provided below.

A. Mutual Agreement. Upon the mutual written agreement of the parties to this Agreement, this Agreement shall terminate on the effective date agreed to by the parties.

B. No Award of Reservation of Tax Credits. lfthe Housing Project does not receive an allocation of Tax Credits from the State Agency by December 31, 2013, then either TRAVOIS or the TRIBAL ENTITY may terminate this Agreement upon written notice to the other, and the TRIBAL ENTITY shall not be obligated to pay the Second Installment, the Third Installment or the Fourth Installment to TRA VOIS, and neither TRAVOIS nor the TRIBAL ENTITY shall have any further obligations under this Agreement, unless otherwise provided; provided however, the TRIBAL ENTITY shall pay TRAVOIS all fees incurred pursuant to Section 2.3.

6 C. No Limited Partner. IfTRAVOIS does not identify at least three Limited Partners willing to provide equity financing on terms and conditions standard in the industry within one hundred twenty (120) days after the Housing Project receives an allocation of Tax Credits from the State Agency, then either TRAVOIS or the TRIBAL ENTITY may terminate this Agreement upon written notice to the other, and the TRIBAL ENTITY shall not be obligated to pay the Third Installment or the Fourth Installment to TRAVOIS and neither TRA VOIS nor the TRIBAL ENTITY shall have any further obligations under this Agreement, unless otherwise provided; provided however, the TRIBAL ENTITY shall pay TRAVOIS all fees incurred pursuant to Section 2.3. However, ifTRAVOIS identifies at least three Limited Partners willing to provide equity financing on terms and conditions standard in the industry and the TRIBAL ENTITY fails to execute a letter of intent, equity commitment letter or similar instrument indicating the TRIBAL ENTITY'S acceptance of the Limited Partner within ninety (90) days of receipt ofwritten correspondence from TRAVOIS identifying at least three Limited Partners willing to provide equity financing on terms and conditions standard in the industry, then the TRIBAL ENTITY shall pay the third installment of the Total Fee to TRAVOIS within sixty (60) days ofthe TRAVOIS' identification of at least three Limited Partners, without any further liability by the TRIBAL ENTITY to TRAVOIS.

D. Amended and Restated Limited Partnership Agreement. If an Amended and Restated Limited Partnership Agreement or an Amended and Restated Limited Liability Company Agreement is not executed within a reasonably practicable time after the Housing Project receives an allocation of Tax Credits from the State Agency, then either TRAVOIS or the TRIBAL ENTITY may terminate this Agreement upon notice to the other, and the TRIBAL ENTITY shall not be obligated to pay the Fourth Installment to TRAVOIS and neither TRAVOIS nor the TRIBAL ENTITY shall have any further obligations under this Agreement, unless otherwise provided; provided however, the TRIBAL ENTITY shall pay TRAVOIS all fees incurred pursuant to Section 2.3. However, if the TRIBAL ENTITY, unreasonably refuses to execute an Amended and Restated Limited Partnership Agreement or an Amended and Restated Limited Liability Company Operating Agreement within a reasonably practicable time after the Housing Project receives an allocation of Tax Credits from the State Agency, the TRIBAL ENTITY shall pay any unpaid portion of the Total Fee to TRAVOIS within sixty (60) days of written notice from TRAVOIS that TRAVOIS is terminating this Agreement due to the TRIBAL ENTITY's refusal to execute an Amended and Restated Limited Partnership Agreement or an Amended and Restate Limited Liability Company Operating Agreement.

E. Ten Days Notice by Any Party. Either the TRIBAL ENTITY or TRAVOIS may terminate this Agreement for any reason at any time upon ten (1 0) days prior written notice to the other party, without further liability to the other party, except as set forth herein. If the TRIBAL ENTITY terminates this Agreement pursuant to this Section 4.1 (E), it shall pay TRAVOIS all fees and costs incurred pursuant to Section 2.3 and all compensation earned by TRAVOIS pursuant to Section 2.2 prior to termination. This obligation shall survive the termination of this Agreement.

7 F. Final Payment. Unless this Agreement is terminated under other provision of this Section 4.1, this Agreement shall terminate when all ofthe following have occurred:

(i) payment of the Total Fee to TRAVOIS;

(ii) award of a reservation of Tax Credits by the State Agency;

(iii) the TRIBAL ENTITY's acceptance of the Limited Partner;

(iv) the execution of an Amended and Restated Limited Partnership Agreement or an Amended and Restated Limited Liability Company Operating Agreement.

4.2 Severability. If any provision ofthis Agreement is prohibited by, or is unlawful or unenforceable under, any applicable law of any jurisdiction, the provision shall, as to the jurisdiction, be ineffective to the extent of the prohibition without invalidating the remaining provisions of this Agreement.

4.3 Notices. Notices required or permitted to be given under this Agreement shall be deemed sufficiently given if transmitted in writing by personal delivery or certified United States mail. Notices shall be effective when personally delivered or three (3) business days after being deposited in the U.S. Mail, postage prepaid. Notices to TRA VOIS, if mailed, shall be directed to the following address:

Ms. Elizabeth Glynn Travois, Inc. 310 W. 19th Terrace Kansas City, MO 64108

Notices to the TRIBAL ENTITY, if mailed, shall be directed to the following address:

Quapaw Tribe of Oklahoma 5681 S. 630 Road P.O. Box 765 Miami, OK 74354-0765 Attention: John L. Berrey, Chairman, Tribal Business Committee

4.4 Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement. This Agreement supersedes and replaces any and all prior Agreements and understandings between the parties, whether oral or written, with respect to the subject matter this Agreement.

4.5 Amendments. No modifications, amendments or attempted waivers of any of the provisions of this Agreement shall be valid unless mutually agreed to in writing by the parties to this Agreement.

8 4.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors and assigns. No assignment or attempted assignment of this Agreement shall be effective unless mutually agreed to in writing by the parties to this Agreement.

4. 7 Further Assurances. Each of the parties to this Agreement agree to execute, deliver and, if necessary, record any and all additional instruments, certifications, amendments, modifications and other documents as may be required by any applicable statutes, rules or regulations in order to effectuate, complete, perfect, continue or preserve the respective rights, obligations and interests of the parties to this Agreement to the fullest extent permitted by law.

4.8 Independent Contractor. The parties intend that each of them is and shall remain independent contractors with respect to services and items being provided under this Agreement. This Agreement is not intended to create a partnership or joint venture between the parties, and nothing in this Agreement shall be construed as creating a relationship of employer and employee between the parties. Neither party shall have nor exercise any control or direction over the methods by which the other party, its officers, employees, agents or representatives perform · their work or services. No agent, employee or representative of any party shall be construed or deemed an agent, employee or representative of the other.

4.9 Counterparts and Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one agreement. A facsimile signature to this Agreement shall be deemed an original and binding upon the party against whom enforcement is sought.

4.10 Governing Law. This Agreement and the rights and obligations of the parties under this Agreement, shall be governed by, and construed and interpreted in accordance with the laws of the Quapaw Tribe without giving effect to any conflicts of laws principles, provided that in the absence of tribal law, the parties agree to construe this agreement in accordance with the substantive laws of the State of Oklahoma, and further provided that nothing in this Agreement shall be deemed to be a grant of jurisdiction to the State of Oklahoma.

4.11 Confidentiality. Copyright. and Non-Disclosure. In connection with the Transaction, TRAVOIS will prepare or cause to be prepared certain documents (the "Protected Documents"). The Protected Documents include any narrative, letter, spreadsheet, financial model, public notice or document prepared by Travois, but shall not include any market studies or documents prepared by the TRIBAL ENTITY or its counsel. The protected documents are subject to copyright protection and are the work product ofTRAVOIS and shall remain the sole property ofTRAVOIS. TRAVOIS grants the TRIBAL ENTITY the non-exclusive right to use the Protected Documents in connection with the Transaction and for no other purpose. The TRIBAL ENTITY shall not copy, publish, disseminate, revise, or otherwise use the Protected Documents for any purpose, except as is strictly necessary for the Transaction and as expressly authorized by TRAVOIS. TRAVOIS may provide confidential information in connection with its obligations under this Agreement (the "Confidential Information"). Except as expressly permitted by TRAVOIS in writing, the TRIBAL ENTITY will treat the Protected Documents

9 and Confidential Information, with the same degree of care as it accords to its own confidential information in whatever form, but no less than a reasonable degree of care under the circumstances. The fees to be paid pursuant to Article II by the TRIBAL ENTITY to TRAVOIS reflect the fact that TRAVOIS remains the sole owner of the Protected Documents and that the fees set forth in Article II would be significantly higher if the Agreement permitted the TRIBAL ENTITY to use the protected Documents other than as permitted in this Section 4.12.

[Remainder of this Page left Blank Intentionally.]

10 IN WITNESS WHEREOF, this Agreement has been executed as of the day and date first above written.

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH), a federally recognized tribe

By:?J#~JOL:Bey Its: Chru

11 QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (91 8) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No./071312H~

A RESOLUTION ~PPROVING TRIBE'S PARTICIPATION IN SHOAL CREEK BASIN REGIONAL WASTEWATER AUTHORITY I

WHEREAS, the Quapaw Tribe of Indians of Oklahoma (or 0-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and

WHEREAS, the Quapaw Tribe. asserts tribal governmental jurisdiction to the fullest extent recognized by Jaw over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf ofthe Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including ~pproving and entering into contracts on behalf of the Tribe and taking and approving actions to improve the public health, safety, and welfare of the Tribe and to provide for its future economic developmen~; and

WHEREAS, ~he Quapaw Tribe has a longstanding and deep connection with Cherokee County, Kansas, and its people, not only because it is the location of the portion of the Quapaw Reservation known as the "Quapaw Strip," but also because it is the home of many members of the Tribe and because the Tribe is a property owner and a governmental citizen of the county; and

WHEREAS, the Tribe shares the same basic interests of the governments of Cherokee County in planning and providing for adequate public services for the benefit of their citizens and residents; and

WHEREAS, one ofthe most urgent infrastructure needs in Quapaw Indian country and in southern Cherokee County relates to the lack of adequate wastewater treatment facilities, which has been and which is continuing to hinder future economic growth in the area; and

WHEREAS, representatives of the Tribe and of the Commissioners of Cherokee County, the City of Galena, and the City of Baxter Springs have, through extensive discussions, concluded that by working together they can address the needs in this area more successfully than if they acted alone, and therefore have agreed in principle to create the "Shoal Creek Basin Regional Wastewater Authority" (the "Authority") to coordinate cooperative action for comprehensive wastewater management, processing, and disposal for the benefit of their citizens and of all residents of the region; and WHEREAS, the creation of the Authority will represent an historic step forward in intergovernmental cooperation among the county, municipal, and tribal governments in the Tri-State area, and will serve as the foundation for further coordination in the future; and

WHEREAS, the Tribal Business Committee desires to approve the lnterlocal Cooperation Agreement (the "lnterlocal Agreement") establishing the Authority, as well as the initial Bylaws of the Authority (the "Bylaws"), both of which documents have been made available to the members of the Business Committee in final form.

NOW, THEREFORE BE IT RESOLVED THA~ the Tribal Business Committee hereby approves the creation of the Authority, and specifically approves the lnterlocal Agreement and the Bylaws, and approves the Tribe's participation in the Authority as a member of same, and further authorizes the Chairman and other officers of the Business Committee, as required, to execute such documents and other documents as are necessary to establish the Authority.

/BE IT FURTHER RESOLVED THAT the Tribal Business Committee officially commends the leadership of Cherokee County, the City of Baxter Springs, and the City of Galena who have assisted .in the creation of the Authority for its foresight and for its commitment to intergovernmental cooperation and coordination for the benefit of all citizens and residents of their respective jurisdictional areas~

CERTIFICATION

The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted ~hrough a telephone/electronic poll of the Tribal Business Committe~ on ~uly 13, 2012~ with a vote reflecting L.z___j yes; l_Q_j no; ~abstaining; and [_QJ absent. ~··. ·z:s =-=~ ··~ Jmi7MLL ~ ,~ :Thomas Crawfish Mathews, Vice-Chairman Tamara Smiley-Reeves, Sec./Treas~

Quapaw Tribal Business Committee Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: 07/07/12

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist SUBJECT MATTER: A RESOLUTION \APPROVING TRIBE'S PARTICIPATION IN SHOAL CREEK BASIN REGIONAL WASTEWATER AUTHORITY

See attached:]

,v ,--: NAME/POSITION YES NO ABSTAIN:/,··,· ASSINT,'<>;··· ·./!,~$'>:;:.·, Via E-mail John Berrey, Chairman 07/13/12 7:24am X Via E-mail Thomas Mathews 07/13/12 2:17pm Vice-Chairman X Via E-mail Tamara Smiley-Reeves 07/13/12 1:23am Sec./Treas. X Via E-mail Ranny McWatters, 07/13/12 8:14am Member X In Person Flossie Mathews, 07/12/2012 Member X Via E-mail Marilyn Rogers, 07/1211211:17 pm Member X Via E-mail T.C. Bear, 07/13/12 6:21 am Member X RESULTS: 7 YES; 0 NO; 0 ABSTAIN; 0 ABSENT. Motion Passes.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On July 13, 2012, with a vote reflecting 7 yes; 0 no; 0 abstaining; and 0 absent. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918)542-4694

A RESOLUTION TO APPROVE THE INDIAN HOUSING PLAN FOR FY 2013 REGARDING INDIAN HOUSING BLOCK GRANT #551T40247 40

RESOLUTION NO.Q]JtJ/d. -A

WHEREAS, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe and is governed by a Governing ResoltJtion that was duly adopted by the Quapaw Indian Council on August 19, 1956"' aJ'ld. 'approved by the Commissioner of Indian Affairs on September 20, 1957; aJ1d

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Commlte'e to speak an~ act on behalf of the Quapaw Tribe; and

WHEREAS,. the Quapaw TrJ)aiBusiness.CommitteeiS the managing entity for the HUD NAHASDA tndian Housing •BlOck Grant, and . . WHEREAS~ the NAHASDA regulations state that the Quapaw Tribe is to annually submit· an Indian Housing Plan and performance objectives relating to the goals and objectives of the Five--Year Indian Housing Plan, and,

WHEREAS, The Quapaw Tribe Busi,.. Committee has reviewed the Indian Housing Plan for FY 2013,

NOW ~BE.IT RESQL,...ttat.the quapaw Tribal Busi,.. Committee hereby approve,~:f~(2013 ~ndian ~~~~g Plan tO be subm~tOthe Department of Housing'and ~~lopment, Southein Plains Office of Native Americ8n Programs.

CERTIFICAnON

2~~ Thomas Mathews, Vice-Chairman Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: July 10, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: NAHASDA HOUSING PLAN & RESOLUTION

SEE ATTACHED:

NAME/POSITION YES NO ABSTAIN ABSENT !REMARKS Chairman Via E-Mail John Berrey, 07/10/12 1:22pm X Mathews Via E-Mail Thomas 07/10/12 3:02pm Vice-Chairman X Via E-Mail Tamara Smiley-Reeves 07/10/12 2:13pm Sec./Treas. X Via E-Mail Ranny McWatters, 07/10/12 2:18pm Member X In Person Flossie Mathews, 07/12112 Member X Via E-Mail Marilyn Rogers, 07/12111: 26 am Member X Via E-Mail T.C. Bear, 07/11/12 7:13pm Member X

RESULTS: 7 YES; 0 NO; 0 ABSTAIN; 0 ABSENT. Motion Passes.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On July 10, 2012 with a vote reflecting 7 yes; 0 no; 0 abstaining; and 0 absent. QUAPAW TRIBE OF OKLAHOMA

P.O Box 765 (918) 542-1853 Quapaw, OK 74363-0765 RESOLUTION NO. 072112 A FAX (918) 542-4694

A RESOLUTION AUTHORIZING AN APPLICATION TO THE INTERTRIBAL BUFFALO COUNCIL FOR THE FISCAL YEAR 2012 HERD DEVELOPMENT GRANT PROPOSALS

WHEREAS, the Quapaw Tribe of Oklahoma is a federally recognized Indian Tribe and is governed by a Governing Resolution that was duly adopted by the Quapaw Indian Council on Aui:,TUSt 19. 1956, and approved by the Commissioner of Indian Affairs on September 20. 1957: and

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Business and otherwise speak or act on behalf of the Tribe in all matter: and

\VHEREAS, the Quapaw Tribal Business Committee recognizes the need to make rangeland improvements to enhance the Quapa\\· Tribe Bison Program: and

WHEREAS, the Quapaw Tribal Business Committee asks the Intertribal Buffalo Council for a favorable review ofthe of the Tribe's Herd Development Grant Proposal.

NOW THEREFORE BE IT RESOLVED that the Quapaw Tribal Business Committee does hereby authorize the submission of an application to the Intertribal Buffalo Coundl for the Fiscal Year 2012 Herd Development Grant Proposal.

CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted at the regular meeting of the Quapaw Tribal Business Committee on July 21, 2012. with a vote reflectin _!]_ yes, _{)__no, _D__ abstaining. and _Q_ absent.

'1 •.••., 1 '\ . .· . , i 11 L, a - {.. 0 ~YL-~ Le:_ : Tamara Smiley, Secretary/Treasurer J Quapaw Tribal Business Committee · QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694 RESOLUTION No. 070212-A

. A RESOLUTION APPROVING AN AMENDMENT TO EXISTING FINANCING WITH INTERNATIONAL BANK OF COMMERCE FOR THE DOWNSTREAM GOLF CLUB, LLC

WHEREAS, the Quapaw Tribe ofOklahoma (or O-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner ofIndian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty ofMay 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf ofthe Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including but not limited to adopting laws, approving financing, approving contracts, and taking other actions relating to Tribal economic development; and WHEREAS, the Downstream GolfClub, LLC (the "DOC"), an entity wholly owned by the Tribe and in which the Tribe is the sole Member, currently has in effect a mortgage with the First State Bank ofJoplin, Missouri ("First State"), in the principal amount ofapproximately Two Million Forty Thousand Dollars ($2,040,000) (the "First State Note") relating to the financing ofthe real property on which the Eagle Creek Golf Club is located (the "Golf Course Land"); and WHEREAS, in'February 2011 the DOC entered into a Loan Agreement with the International Bank of Commerce ("IBC") to refinance certain debt formerly held by First State Bank (the "Loan Agreement"); and WHEREAS, the DGC has negotiated an amendment to the existing Loan Agreement (the "Loan Amendment") under which the remaining First State Note will be consolidated with the Loan Agreement, and which Loan Amendment will be secured by a mortgages or deed oftrust covering the GolfCourse Land, a Lease Agreement covering the Golf Course Land, and a Master Lease Agreement between the DOC and the Downstream Authority covering certain other lands, as more particularly set forth in the Loan Amendment and companion security documents (the "DGC Transaction Documents"); and WHEREAS, IBC required that the Tribe, as a condition for closing the Loan Amendment, provide a guaranty to provide security in the event ofa default by the DGC, and has required that such guaranty be reaffirmed and extended to the Loan Amendment; and WHEREAS, the Tribal Business Committee will be required to approve and enter into a final agreement necessary for the issuance ofthe Loan Amendment, a "Ratification ofand Amendment to Limited Recourse Guaranty Agreement and Deposit Account Security Agreement (the "Ratification"); and WHEREAS, the Tribal Business Committee desires to approve the Loan Amendment in general, and to approve the execution and delivery ofthe Ratification. NOW, THEREFORE BE IT RESOLVED THAT the Tribal Business Committee finds and determines as follows: , 1. Findings. The Quapaw Tribal Business Committee finds and determines that: (i) the recitals in this Resolution are true and correct in all material respects; (ii) the Tribal Business Committee has full power and authority to adopt this Resolution; and (iii) the Tribal Business Committee's adoption ofthis Resolution is consistent with the laws ofthe Tribe. 2. Approval of the Loan Amendment: The Tribal Business Committee hereby finds and affirms that the Loan Amendment is in the best interests ofthe Tribe, and the Tribal Business Committee hereby approves such financing through the Loan Amendment. 3. Approval ofthe Ratification. The Tribal Business Committee hereby (i) approves the form ofthe Ratification and (ii) authorizes and directs the Chairman ofthe Tribal Business Committee or any other officer ofthe Tribal Business Committee to execute and deliver such Ratification, and to execute any additional certificates and other documents required from the Tribe to conclude the Loan Amendment, and further to take or cause to be taken any other actions necessary to complete the requirements imposed on the Tribe for a closing ofthe Loan Amendment. 4. Repealer. Any resolutions or other actions ofthe Tribal Business Committee, or any ofthe officers, employees, or agents, ofthe Tribe, whether written, unwritten, or established by tradition that are in effect and are in conflict with or inconsistent with the terms ofthis Resolution or the transactions contemplated herein are hereby to such extent repealed and annulled, and this Resolution shall supersede the same. S. Nonimpairment of the DGC's Obligations. Neither the Tribe nor any of its officers, principals, agents and employees, shall take any actions, without the written consent of all parties, to modify, amend, or in any manner impair the obligations ofcontracts entered into by the Tribe or the DGC or other parties in furtherance ofthe refinancing through the Loan Agreement or the Loan Amendment, which shall include the Tribe's obligations under the Loan Agreement and the Loan Amendment. 6. Approval ofLimited Waiver of Sovereign Immunity. The Ratification authorized herein includes certain provisions relating to the Tribe's existing (a) waiver of sovereign immunity, including actions in the forums described in such Tribal Transaction Documents, (b) waiver oftribal exhaustion ofremedies, (c) consent to jurisdiction in certain specified federal and state courts, (d) consent to arbitration, actions to compel arbitration, and action to enforce arbitration awards, and (e) consent to the application ofcertain laws, set forth in the Tribal Transaction Documents. Such provisions are hereby finally, unconditionally, and irrevocably ratified, reaffirmed, and approved.

Tribal Bus. Comm. Resolution Auth. IBC Loan Amend. 2 7. Miscellaneous. Ifany provision ofthis Resolution or the application ofany provision ofthis Resolution is held to be invalid, the remainder ofthe Resolution shall not be affected with respect to the same. This Resolution shall become effective as ofthe date and time of its passage and approval by the Tribal Business Committee.

CER TIFICATION The foregoing resolution ofthe Quapaw Tribal Business Committee was presented and duly adopted through a telephonic/electronic poll ofthe Tribal Business Committee on July 2, 2012, with a vote reflecting 7 yes, 0 no, 0 abstaining, and 0 absent.

;; -74:::::" ~---.-.--::=::=:- Thomas Crawfish Mathews, Vice~Chairman Quapaw Tribal Business Committee

Tribal Bus. Comm. Resolution Auth. mc Loan Amend. 3 DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: June 29,2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray. Tribal Operations Specialist

SUBJECT MATTER: Authorization of Proposed Amendment to IBC loan to DGC

See Attached

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Chairman Via E-Mail X 07-02-12 9:36am Thomas Mathews Via E-Mail Vice-Chairman X 07-02-12 9:38am Tamara Smiley-Reeves Via E-Mail Sec./Treas. X 07-02-1210:26 am Ranny McWatters, Via TEXT MSG. Member X 07-02-121:21 pm Flossie Mathews, In Person Member X 07/12/12 Marilyn Rogers, Via E-Mail Member X 07-02-12 9:33am T.C. Bear, Via E-Mail Member X 07-02-12 9:24am

RESULTS: 7 YES; 0 NO; 0 ABSTAIN; 0 ABSENT. Motion Passes.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On July 2, 2012, with a vote reflecting 7 yes; 0 no; 0 abstaining; and 0 absent. On Jun 28, 2012, at 11:26 AM, Stephen Ward wrote:

CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT/ALL PRIVILEGES CLAIMED To the Business Committee: I am attaching, for action by the Business Committee, a resolution approving an amendment to the existing loan between the Downstream Golf Club, LLC, and International Bank of Commerce. This amendment will allow the current mortgage on the Eagle Creek Golf Club land, which is held by First State Bank of Joplin, to be consolidated with the IBC loan, without any changes in the key terms. I believe Chairman Berrey plans to call for a Business Committee vote on this resolution shortly. Summary: The mortgage on the Eagle Creek Golf Club land currently is held by First State Bank. First State Bank has in the past indicated it may not extend the mortgage past the current due date next February. The current amount of the Eagle Creek mortgage is approximately $2.045 million. IBC has agreed to roll the First State Bank loan into the existing loan it holds for the DGC. Under the proposed amendment, the monthly payments and other key terms will not change, and instead IBC is simply extending the term of the note from February 2015 until December 2016. The interest rate on the existing note is set at the prime rate plus 0.05%, or not less than 5.25%. The interest rate will not change under the amendment. The total principal amount of the amended note will be approximately $5.8 million. Action Required by Business Committee: The Tribe is a guarantor of the originaiiBC note. As a condition for finalizing the amendment IBC has required that the Business Committee adopt the attached resolution ratifying its previous guaranty. For your information, I am attaching copy of the proposed loan amendment, along with the proposed amended note. I am also attaching a copy of the written consent that the three officers of the Business Committee will be required to sign, as managers of the DGC. A copy of this e-mail message and the attachments will be faxed to Flossie. Should you have any questions or comments, please do not hesitate to contact me. Stephen Ward Attorney at Law CONNER & WINTERS. LLP Attorneys & Counselors at Law 4000 One Williams Center Tulsa, OK 7 4172-0148 p 918.586.8978 F 918.586.8698 [email protected] www.cwlaw.com IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, unless specifically indicated otherwise, any tax advice contained in this communication (including any attachment) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matter addressed herein. This message and any attachments may contain information that is highly confidential, privileged, and exempt from disclosure. Any recipient other than the intended recipient is advised that any dissemination, distribution, copying, or other use of this message is strictly prohibited.

If you have received this message in error, please notify the sender immediately. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542·4694

Resolution No. 072012-A

To adopt an ordinance enacting a Tribal labor code

BEFORE THE BUSINESS COMMITTEE OF THE QUAPAW TRIBE OF OKLAROMA (O-GAR-PAR)

July 20,2012

The TRIBAL BUSINESS COMMITTEE introduced the following Resolution to approve and adopt a Tribal ordinance.

1 Sec. 1. Purpose and Intent 2 (a) The Tribal Business Committee hereby finds and determines that: 3 (1) The Tribe possesses the inherent power to exclude non-Indians 4 from Tribal lands, which includes the lesser power to place on individuals 5 conditions on their entry, on their continued presence, and/or on their conduct on 6 Tribal lands, as recognized by the United States Supreme Court in Merrion v. 7 Jicarilla Apache Tribe, 455 U.S. 130 (1982); 8 (2) Various Labor Organizations and their Business Agents have 9 sought to organize Indian tribal enterprises, entities, or governments in other 10 parts of the United States, subject to tribal jurisdiction and sovereignty, or have 11 sought to organize non-tribal businesses doing business on tribal lands, subject 12 to tribal jurisdiction and sovereignty, and the Tribe is concerned that such 13 organization may be attempted with regard to Quapaw tribal entities, enterprises, 14 government or non-tribal businesses doing business within Quapaw Tribal 15 jurisdiction without regard to important and long-standing Quapaw tribal 16 policies and customs and traditions and in contravention of its sovereignty; 17 (3) The unauthorized entry of various entities and Persons on Tribal 18 Lands, and efforts to impose conditions or restrictions on tribal-related 19 employment contrary to Tribal policies, threatens the political integrity, 20 economic security and the health, safety and welfare of the Tribe and its 21 members; 22 (4) The individual freedom of choice in the pursuit of employment 23 on Tribal Lands is encouraged as a matter of the public policy and law in the 24 Governing Resolution and laws of the Tribe; and 25 (5) The right to work on Tribal Lands should not be subject to undue 26 restraint, coercion, or infringement based upon membership in, affiliation with, 27 or financial support of a Labor Organization, or upon the refusal to become a 28 member of, affiliate with, or provide financial or other support to a Labor 29 Organization. 30 § 2. Title 31 This enactment shall be known as the Quapaw Tribal Labor Ordinance. 32 § 3. Definitions 33 For purposes of this Ordinance: 34 "Business Agent" means any Person, excluding an employee, who acts 35 or attempts to act for or on behalf of any Labor Organization in: 36 (i) The issuance of membership or authorization cards, work 37 permits, or any other evidence of rights granted or claimed in or by a 38 Labor Organization; or

2 1 (ii) Soliciting or receiving from any Employer any right or 2 privilege for employees. 3 "Employer" means any Person, firm, association, corporation and other 4 business entity lawfully operating on the Tribe's land, and includes the Tribe 5 and its arms and subdivisions and Tribal enterprises, corporations or other 6 subordinate economic entities owned or operated by the Tribe. 7 "Labor Organization" means any organization of any nature whatsoever 8 that exists, in whole or in part, for the purpose of representing employees 9 concerning wages, rates ofpay, hours or work, or other terms, conditions, 10 benefits or privileges of employment, or the adjustment ofgrievances ofany 11 kind relating to employment, and desiring to operate on the Tribe's lands and/or 12 within the jurisdiction ofthe Tribe. 13 "Ordinance" means the Quapaw Tribal Labor Ordinance. 14 "Person" means any individual, Employer, Labor Organization, 15 corporation, partnership, or other entity. 16 "Tribe" means the Quapaw Tribe of Oklahoma (O-Gah-Pah), a federally 17 recognized Indian tribe. 18 "Tribal Lands" means all lands the title to which is held in trust by the 19 United States for the benefit of the Tribe and lands the title to which is held by 20 the Tribe subject to restrictions against its alienation by the United states and 21 any other lands subject to the jurisdiction ofthe Tribe. 22 "Chairman" means the Chairman ofthe Business Committee ofthe 23 Tribe. 24 "Business Committee" means the elected governing body ofthe Tribe. 25 "Tribal Court" means the courts of the Quapaw Tribe. 26 "Tribal Offense" means any action that violates any provision ofthe 27 Criminal Code of the Quapaw Tribe. Such offenses include, but are not limited 28 to, assault, assault and battery, breaking and entry, bribery, discharging of 29 firearms, disorderly conduct, extortion, injury to property, malicious mischief, 30 terroristic threats, and trespass. 31 § 4. Jurisdiction 32 All Persons who enter Tribal Lands shall be deemed to have 33 given implied consent to the jurisdiction ofthe Tribe with regard to any 34 employment related matters, and shall be subject to the provisions of this 35 ordinance and the exclusive jurisdiction of the Tribal Courts. Notices of 36 this policy shall be posted at prominent locations on Tribal Lands and on 37 and within tribal buildings.

3 1 § 5. Registration of Labor Organizations and Business Agents 2 (a) Any Person desiring to act as a Business Agent with regard to 3 any employee or employment activity occurring on Tribal Lands, and any Labor 4 Organization seeking to organize or engage in labor activity of any kind on 5 Tribal Lands, shall first obtain a license from the Tribe by: (i) filing an 6 application, on a form prescribed by the Tribe Business Committee, under oath 7 with the Chairman; (ii) paying a license fee of One Hundred Fifty Dollars 8 ($150.00) to the Tribe; (iii) submitting a full set of fingerprints of the applicant, 9 ifa Business Agent, or ofthe principal officers if a Labor Organization, which 10 shall be taken by the Tribal Marshal or other law enforcement or regulatory 11 agency authorized by the Business Committee to do so; and (iv) submitting a 12 statement signed by the President and the Secretary ofthe Labor Organization 13 showing the Labor Organization's authority to engage in business and/or the 14 Business Agent's authority to act as a Business Agent for the Labor 15 Organization. The Chairman may delegate his or her duties under this 16 Ordinance to another agency or employee of the Tribe. All licenses shall be 17 non-transferrable and non-assignable. 18 (b) The Chairman or his or her delegate, in his or her discretion, may 19 conduct or cause to be conducted an independent background investigation of 20 the application to determine the applicant's or Labor Organization's eligibility 21 for a license. 22 (c) No Person or Labor Organization shall be granted a license to act 23 as a Business Agent on Tribal Lands if that Person or Labor Organization: 24 (i) has been convicted of a felony or is subject to a judicial decree that is the 25 equivalent of a felony offense within the last ten years; (ii) has been convicted 26 as a result of an act ofnon-disclosure, whether intentional or not; or (iii) is not a 27 Person or Organization of good moral character. 28 (d) Upon full compliance with the above sections, the Chairman, or 29 his or her delegate, shall issue the license. If at any time after the issuance ofthe 30 license, the Chairman, or his or her delegate, receives reliable information based 31 on the background investigation or other source that the licensee is ineligible to 32 hold a license hereunder, the Chairman, or his or her delegate, may suspend or 33 revoke the license, in which case the licensee may file an appeal of the 34 suspension or revocation with the Tribal Court. The term of the license shall run 35 only for the calendar year for which it was issued, unless sooner surrendered, 36 suspended, or revoked. 37 (e) All licenses shall expire at midnight on December 31 of each 38 calendar year, but may be renewed by the Chairman, or his or her delegate, on a 39 form proscribed by the Chairman for that purpose and upon payment of the 40 annual renewal fee of One Hundred Dollars ($100.00); provided, however, if 41 any license has been surrendered, suspended or revoked during the year then the 42 applicant must complete the requirements set forth herein as a new applicant.

4 1 (f) Grounds for denial, suspension, or revocation of licenses shall 2 include, but not be limited to, false statements in an application. 3 § 6. Reporting Requirements for Licensed Labor Organizations and 4 Business Agents 5 (a) Every Business Agent or Labor Organization operating on Tribal 6 Lands shall file an annual report with the Chairman, on or before sixty (60) days 7 after this ordinance is enacted by the Business Committee and thereafter on or 8 before December 31 ofeach year. The report, which shall be filed by the 9 President or the Business Agent of the Labor Organization on a form prescribed 10 by the Tribe Business Committee, shall contain the following information: 11 (1) The name and address ofthe Business Agent 12 and/orLabor Organization; 13 (2) The names and addresses ofthe President, Secretary, 14 Treasurer, and Business Agent ofthe Labor Organization; 15 (3) The name and address of the national or international 16 organization, ifany, with which the Business Agent and/or Labor 17 Organization is affiliated; and 18 (4) A copy of the collective bargaining agreement between 19 the Labor Organization and an Employer, ifany, within the jurisdiction 20 ofthe Tribe and doing any business on Tribal Lands. 21 (b) At the time of filing the report, the Business Agent and/or Labor 22 Organization shall pay an annual fee of Two Hundred Fifty Dollars ($250.00). 23 (c) The Business Agent and/or the Labor Organization shall file with 24 the Chairman a written notice ofany changes to the information required by the 25 annual report within ten (10) days after any such changes occur, and provide any 26 additional information that may be requested by the Chairman or his or her 27 designate. 28 § 7. Right to Work 29 (a) No Person shall be required, as a condition ofemployment or 30 continuation ofemployment on Tribal Lands, to: (i) resign, abstain or refrain 31 from voluntary membership in, voluntary affiliation with, or voluntary financial 32 support ofa Labor Organization; (ii) become or remain a member ofa Labor 33 Organization; (iii) pay dues, fees, assessments or charges of any kind or amount 34 to a Labor Organization; (iv) pay to any charity or other third party, in lieu of 35 such payments any amount equivalent to or a pro-rata portion of dues, fees, 36 assessments or other charges regularly required of members ofa Labor 37 Organization; or (v) or be recommended, approved, referred, or cleared by or 38 through a labor organization. 39 (b) Any actual agreement between any Labor Organization and an 40 Employer that violates the rights ofemployees guaranteed by the provisions of

5 1 the Ordinance is hereby declared to be against the public policy ofthe Tribe and 2 ofno legal effect. Any agreement between any Employer and any Labor 3 Organization whereby Persons not members ofsuch Labor Organization shall be 4 denied the right to work for the Employer, or whereby membership is made a 5 condition ofemployment, continuation ofemployment, promotion or receipt of 6 any other benefits by such Employer is hereby declared against public policy 7 and void and illegal. 8 (c) No Person, including any Labor Organization, Employer, or 9 employee, shall commit any Tribal Offense. 10 § 8. Violations of Ordinance 11 (a) It shall be a violation ofthis Ordinance for any Person on Tribal 12 Lands: 13 (1) To act as a Business Agent or Labor Organization without 14 having first obtained and/or renewed a valid license pursuant to this 15 Ordinance; 16 (2) To solicit membership for or to act as a Business Agent of 17 any Labor Organization without authority of the Labor Organization to 18 do so; 19 (3) To make any false statement in an application for a 20 license pursuant to this Ordinance; 21 (4) To deduct from the wages, earnings, or compensation of 22 any employee any union dues, fees, assessments, or other charges to be 23 held for, transferred to, or paid over to a Labor Organization unless the 24 Employee has first authorized the deduction in writing; 25 (5) To coerce or intimidate any employee in the enjoyment of 26 his or her legal rights; to coerce or intimidate any elected or appointed 27 tribal official; or to intimidate the family, picket the domicile, or injure 28 the Person or property of any employee or tribal official; 29 (6) To unlawfully seize or occupy any property during the 30 existence ofa labor dispute; or block or inhibit ingress or egress to Tribal 31 property, including but not limited to physical presence, acts of 32 intimidation (whether overt or incidental) or engaging in any activity 33 which could reasonably be seen to cause apprehension in any way to any 34 and all persons seeking to enter or exit said property; 35 (7) To engage in picketing in any manner which constitutes a 36 Tribal Offense, including picketing in a manner to prevent ingress to and 37 egress from any premises. 38 § 9. Penalties 39 Any Person who, directly or indirectly, violates any provision of

6 1 this Ordinance shall be subject to a fine not exceeding Five Thousand 2 Dollars ($5,000.00), or exclusion from Tribal Lands, or both, for each 3 occurrence. 4 § 10. Civil Remedies 5 Any Person injured as a result of any violation or threatened 6 violation of the provisions ofthis Ordinance shall be entitled to 7 injunctive relief from the Tribal Court against any Person threatening 8 any violation, and may, in addition thereto, recover any and all damages, 9 including costs and reasonable attorney fees, resulting from the violation 10 or threatened violation. The remedy shall be independent of and in 11 addition to any other penalties and remedies prescribed by applicable 12 law. 13 § 11. Severability 14 The provisions ofthis Ordinance are hereby declared to be 15 severable, and if any provision is declared void, invalid, or 16 unenforceable in whole or in part, then that declaration shall not affect 17 the remaining provisions ofthis Ordinance. However, nothing in this 18 Ordinance is intended nor shall be construed to violate the National 19 Labor Relations Act, as amended, to the extent such act may ultimately 20 be deemed applicable to the Tribe, tribal enterprises or entities, or on 21 Tribal Lands. 22 § 12. Sovereign Immunity 23 Nothing in this Ordinance shall be construed as waiving the 24 sovereign immunity ofthe Tribe, its arms or subdivisions or entities or 25 enterprises, or its agents, employees or officials.

BE IT FURTHER RESOLVED that the Tribal Business Committee hereby finds and resolves as follows:

1. The foregoing ordinance shall become effective immediately upon the certification ofthis Resolution.

2. The foregoing ordinance shall be codified by the General Counsel in the Quapaw Code of Tribal Regulations as the permanent law ofthe Tribe.

7 CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through a telephonic/electronic poll of the Tribal Business Committee on July 20, 2012, with a vote reflecting ~ yes, CL nop abstaining, and§- absent.

,2~·· c5;;;':>~ -eao.J.L-t.> Thomas Crawfish Mathews JiOMb..A~Tamara Smiley-Reeves Q~ Vice-Chairman Secretary Treasurer Quapaw Tribal Business Committee Quapaw Tribal Business Committee

8 DOCUMENTATION OF AN ELECTRONIC - PHONE POLL

DATE: July 13. 2012

REQUEST FOR PHONE POLL: QTBC Chairman. John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: Resolution Number 071312-6; To jAdopt an Ordinance Enacting a Tribal labor Code

See Attached:[

John Berrey. Chairman X 07/13/1212:34 pm Thomas Mathews Vice-Chairman X 07/14/129:32 am

X 07/20/1211:07 am

Marilyn Rogers. Member X 07/19/124:01 pm T.C. Bear. Member X 07/13/122:19 pm

RESULTS: 7 YES; 0 NO; 0 ABSTAIN; 0 ABSENT. Motion Passes.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On July 20,2012 with a vote reflecting 7 yes; 0 no; 0 abstaining; and 0 absent. QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542-1853 FAX (918) 542-4694 Quapaw, OK 74363-0765 RESOLUTION NO. 081412-A

A RESOLUTION AUTOHORIZING AN APPLICATION TO THE BUREAU OF INDIAN AFFAIRS FOR THE PROJECT, PRODUCTION OF A DIGITAL HYDROLOGIC ATLAS FOR THE TRIBES OF THE INTER-TRIBAL COUNCIL, INC. WITH THE MIAMI TRIBE OF OKLAHOMA AS THE LEAD AGENCY WITH THE INTER-TRIBAL COUNCIL, INC.

' . WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Business and otherwise speak or act on behalf of the Tribe in all matter; and

WHEREAS, the Quapaw Tribal Business Committee recognizes the need to have geographic data related to land use/land cover and hydrologic boundaries and characteristics of their tribal jurisdictional areas that relate to water use, supply, and water quality in Ottawa and Delaware Counties; and WHEREAS, the Miami Tribe of Oklahoma, acting as the lead agency, and Inter-Tribal Council will partner with USGS Oklahoma Water Science Center who will prepare a data series report on DVD that contains GIS coverage areas and related metadata files for the tribes of Ottawa County, Oklahoma; and

WHEREAS, USGS will create a digital hydrologic atlas that will provide for the preparation of planning and assessment maps related to water supply and water quality in the project, Production of a Digital Hydrologic Atlas for the Tribes of the Inter-Tribal Council, Inc.; and

NOW THEREFORE BE IT RESOLVED that the Quapaw Tribal Business Committee supports the project named above with the Inter-Tribal Council, Inc. with the Miami Tribe of Oklahoma acting as the lead agency to write and submit a proposal to receive funding from the Bureau of Indian Affairs' Water Rights Negotiation/ Litigation & Water Management, Planning and Pre-Development Program to fund the project. CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted by phone poll by the Quapaw Tribal Business Committee on August 14, 2012, with a vote reflecting 5 yes, 0 no, 0 abstaining, and 2 absent.

Thomas Mathews, Vice-Chairman ara R. Smiley-Reeves, Sec./Tr as. Quapaw Tribal Business Committee Quapaw Tribal Business Committee DOCUMENT AT ION OF AN ELECTRONIC - PHONE POLL

DATE: August 13, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: Resolution Number 081412-A; A Resolution Authorizing an Application to the Bureau of Indian Affairs for the Project, Production of a Digital Hydrologic Atlas for the Tribes of the Inter-Tribal Council, Inc. with the Miami Tribe of Oklahoma as the lead Agency with the Inter Tribal Council, Inc.

See Attached: Resolution Number 081412-A

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Chairman Via-Email I X 08/13/12 4:32 pm I Thomas Mathews Via-Email Vice-Chairman X 08/15/1211:21 am Tamara Smiley-Reeves Sec./Treas. X Ranny McWatters, Via-Email Member X 08/13/12 4:45 pm Flossie Mathews, Via· FAX Member X 08/15/12 Marilyn Rogers, Member X T.C. Bear, Via - Phone Call Member X 08/15/12 5:15pm

RESULTS: 5 YES; 0 NO; 0 ABSTAIN; 2 ABSENT. Motion Passes.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On August 15, 2012 with a vote reflecting 5 yes; 0 no; 0 abstaining; and 2 absent. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694 Resolution No. [08071~-iAj

A RESOLUTION ~PPROVING A REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN KANSAS PENN GAMING, LLC AND THE QUAPAW TRIBE OF OKLAHOMA AND APPROVING A LIMITED WAIVER OF SOVEREIGN IMMUNITY I

WHEREAS, the Tribal Business Committee and Kansas Penn Gaming, LLC, a Delaware limited liability company (the "Seller" and together with its affiliates, subsidiaries, associates, principals, agents and contractors, the "Seller Parties"), have, with the assistance oflegal counsel, negotiated a real estate purchase and sale contract (the "Agreement"}related to the sale by Seller to the Tribe ofapproximately two hundred (200) acres of land located in the South half ofSection 12, TownshipJ5 South, Range 25 East, Cherokee County, Kansas (the "Property"); and

WHEREAS, the Tribal Business Committee has determined that it is in the best interests of the Tribe to enter into the Agreement and to consummate the transactions contemplated thereby.

NOW THEREFORE BE IT RESOLVED, that the Tribal Business Committee hereby makes the following findings and determinations:

1. Approval ofthe Agreement. Including Covenants and Representations and Warranties. The Tribal Business Committee hereby authorizes and approves the form, terms and provisions ofthe Agreement as binding obligations ofthe Tribe (including, without limitation, any and all representations and warranties, covenants, and obligations ofthe Tribe thereunder, and all waivers, consents to jurisdiction and dispute resolution provisions contained therein). 2. Approval ofExecution and Delivery ofthe Agreement. The Tribal Business Committee hereby authorizes and directs the Chairman or any other officer of the Tribal Business Committee to execute and deliver the Agreement and such other agreements and instruments (collectively with the Agreement the "Purchase Documents") as are necessary pursuant to the laws, rules, regulations, resolutions, procedures or ordinances ofthe Tribe, or any rule, procedure, ruling, decision or determination ofany Tribal court (collectively, "Tribal Laws") to effect the acquisition ofthe Property by the Tribe and are otherwise necessary to consummate such transactions (including but not limited to documents relating to title insurance and other instruments required by the title company and the escrow agent).

3. Authorization ofFurther Negotiations. The Tribal Business Committee hereby authorizes and directs the Chairman to direct and conduct further negotiations oftransaction documents relating to the proposed acquisition and that involve the Tribe, as necessary; provided, however, that the Chairman shall continue to confer with the members ofthe Tribal Business Committee, the Tribe's counsel, and such other advisors as the Chairman deems appropriate in exercising the authority and powers delegated hereunder.

4. Choice ofLaw. The Tribal Business Committee hereby ratifies the choice ofthe laws ofthe State ofKansas as the governing law for the Purchase Documents pursuant to the provisions therein (collectively the "Choice of Law Provisions") and hereby waives both the applicability and application ofTribal Laws to, in or with respect to the Purchase Documents, as well as any defense, claim or assertion in any proceeding that the laws ofthe State ofKansas are inapplicable to the Purchase Documents.

5. Dispute Resolution. The Tribal Business Committee hereby ratifies the means for the resolution ofdisputes arising under or related to the Agreement as set forth in such Agreement, including the forums set forth in the Agreement for the resolution ofdisputes and the waivers ofrights to have disputes heard first before a Tribal court or other dispute resolution forums ofthe Tribe (collectively the "Dispute Resolution Provisions"), and hereby waives (i) the jurisdiction ofany Tribal court or any other governmental or administrative component ofthe Tribe, and (ii) any application or assertion ofthe exhaustion oftribal remedies or abstention doctrine and any application or assertion ofany other law, rule, regulation, decision or interpretation that might otherwise require, as a matter of law or comity, that any dispute between the Tribe and Seller be first or otherwise heard or brought before any Tribal court or any other governmental or administrative component ofthe Tribe.

6. Approval ofLimited Waiver ofSovereign Immunity. The Tribal Business Committee hereby irrevocably and unconditionally grants, authorizes, and approves a limited waiver ofthe immunity ofthe Tribe from unconsented suit to permit Seller, its parent, Penn National Gaming, Inc., a Pennsylvania corporation, or any entity owned and/or controlled by Penn National Gaming, Inc., to file suit in the forums provided for in the Agreement (i) to obtain an interpretation ofthe Agreement, (ii) to enforce the Agreement pursuant to its terms, (iii) to recover monetary damages for the breach ofthe Agreement by the Tribe pursuant to its terms, and (iv) to obtain other such relief, including injunctive and equitable relief, to enforce the Tribe's obligations under the Agreement (collectively the "Sovereign Immunity Provisions"); provided, however, that such limited waiver ofsovereign immunity is granted solely to and for

)Res. Approving Purchase of Kansas Penn Gaming Land • 2 the use of Seller, its parent, Penn National Gaming, Inc., a Pennsylvania corporation, or any entity owned and/or controlled by Penn National Gaming, Inc., for purposes ofthe enforcement ofthe terms ofthe Agreement, as set forth herein; provided, further, that no waiver ofimmunity is granted hereunder to permit actions against any officers or employees of the Tribe in their official capacities, or to permit an award ofincidental, consequential, or punitive damages.

7. Consent and Waiver Provisions. Each ofthe Choice ofLaw Provisions, the Dispute Resolution Provisions, and the Sovereign Immunity Provisions in the Agreement (collectively, the "Consent and Waiver Provisions") shall be deemed incorporated by reference into this Resolution in its entirety as though set forth at length herein, and each is hereby expressly, conclusively and irrevocably made by the Tribe in this Resolution for the benefit of the parties benefited thereby. The Consent and Waiver Provisions are hereby unconditionally and irrevocably approved and shall constitute the law ofthe Tribe for so long as the Purchase Documents in which such provisions appear or are referenced shall be in effect (or for so long as the parties initially intended such documents to be in effect in the event ofany such Purchase Document's invalidity), and also including any statutes of limitations or other tolling periods applicable to a party's claim for relief, subject to such modification from time to time as is permitted by the terms of the Purchase Documents.

8. Re,pealer. Any resolutions or other actions ofthe Tribal Business Committee, or any ofthe officers, employees~ or agents, ofthe Tribe, whether written, unwritten, or established by tradition that are in effect and are in conflict with or inconsistent with the terms ofthis Resolution, or the transactions contemplated in the Purchase Documents, are hereby repealed and annulled to the extent inconsistent with this Resolution and the Consent and Waiver Provisions contained herein, and this Resolution shall supersede the same.

9. Nonimpairment ofTribe's Obligations. Neither the Tribe nor any of its officers, principals, agents and employees, shall take any actions, without the written consent ofall parties, to modify, amend, or in any manner impair the obligations ofcontracts entered into by the Tribe or other parties in furtherance ofthe Purchase Documents.

10. Determination. The Tribal Business Committee hereby determines that no law, ordinances, rules,regulations, resolutions or other actions ofthe Tribal Business Committee or any ofthe agencies or instrumentalities ofthe Tribe, either written or established by custom or tradition: (a) prohibit the Tribal Business Committee from approving the matters herein approved, or the execution, delivery or performance ofany ofthe transactions contemplated therein; or (b) create any obligation ofthe Tribal Business Committee to submit these matters for approval ofor consent from any officer, body, agency or instrumentality ofthe Tribe, or any vote by members ofthe Tribe, except for such approvals and consents that have already been obtained and are in full force and effect.

11. Miscellaneous. If any provision ofthis Resolution or the application ofany provision ofthis Resolution is held to be invalid, the remainder ofthe Resolution shall not be affected with respect to the same. This Resolution shall become effective as ofthe date and time ofits passage and approval by the Tribal Business Committee.

iRes. Approving Purchase ofKansas Penn Gaming Land I 3 CER TIFICATION The foregoing resolution ofthe Quapaw Tribal Business Committee was presented and duly adopted through a telephonic/electronic vote ofthe Tribal Business Committee on August 7, 2012, with a vote reflecting 1tL yes, 0 no, ~ abstaining, and -L absent. .6r: S::;:::x::~ Thomas Crawfish Mathews, Vice-Chairman 6(2.l4"~ama.raR:SIl1iky-Reeves Quapaw Tribal Business Committee Quapaw Tribal Business Committee

iRes. Approving Purchase ofKansas Penn Gaming Land: 4 DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: August 8, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: Resolution Number 080712-A; A Resolution Approving a Real Estate Purchase and Sale Agreement Between Kansas Penn Gaming LLC and the Quapaw Tribe of Oklahoma and Approving a Limited Waiver of Sovereign Immunity.

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Chairman VIaE-Mail X 08/0811212:35 pm Thomas Mathews ViaE-Mail Vice-Chairman X 08108112 5:54pm Tamara Smiley-Reeves ViaE-Mail Sec./Treas. X 08108/121:07 pm Ranny McWatters, Via E-Mail Member X 08/08112 4:34pm Flossie Mathews, Member X Marilyn Rogers, Via E-Mail Member X 08108112 11 :43 pm T.C. Bear, VIa E-Mail Member X 08109112 7:13am

RESULTS: 6 YES; 0 NO; 0 ABSTAIN; 1 ABSENT. Motion Passes

CERTIFICATION Approved by the Quapaw Tribal Business Committee On August 8, 2012 with a vote reflecting 6 yes; 0 no; 0 abstaining; and 1 absent. QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 082112-A

To Amend the Provisions of the Tribal Gaming Ordinance With Respect to Regulation of Gaming Financiers and to Enact Additional Amendments to Comply with Certain Current Regulations of the National Indian Gaming Commission

BEFORE THE BUSINESS COMMITTEE OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

August 21, 2012

The TRIBAL BUSINESS COMMITTEE introduced the following Resolution to enact a Tribal ordinance.

1 Section 1. The definition of "Qualified Gaming Financier" in

2 Section 5 of the existing ordinance is hereby amended as follows:

3 "Qualified Gaming Financier" means any Gaming Financier 4 that is: a federally or state.:regulated bank, savings and loan, or 5 trust, or other federally or state-regulated lending institution, or 6 other commercial lending institution; any agency of the federal, a 7 state, or a tribal or a local government, a broker-dealer registered 8 under the Securities Exchange Act of 1934, as amended; an 9 investment company registered under the Investment Company 10 Act of 1940, as amended; an investment advisor registered under 11 the Investment Advisors Act of 1940, as amended; eF an 12 insurance company registered under any federal or state insurance 13 agency; or any person or entity, including but not limited to, an 14 institutional investor who, alone or in conjunction with others, 15 lends money through publicly or commercially traded bonds or 16 instruments or their assignees or transferees, or which bonds or 17 commercially traded instruments are underwritten by any entity 18 whose shares are publicly traded or which underwriter, at the time 19 of the underwriting, has assets in excess of One Hundred Million 20 Dollars ($1 00,000,000.00).

21 Sec. 2. Section 12(B)(l) ofthe existing ordinance is hereby

2 1 amended as follows:

2 "1. The following notice shall be placed on the application 3 form of a key employee or a PMO before that form is filled out by 4 the applicant: 5 In compliance with the Privacy Act of 1974, the following 6 information is provided: Solicitation ofthe information on 7 this form is authorized by 25 U.S. C.§ 2701, et seq. The 8 purpose of the requested information is to determine the 9 eligibility of individuals to be empleyed in ct gctming 10 operotion granted a gaming license. The information will 11 be used by the Tribal gaming regulatory authorities and by 12 the National Indian Gaming Commission members and staff 13 who have need for the information in the performance of 14 their official duties. The information may be disclosed to 15 appropriate Federal, Tribal, State, local, or foreign law 16 enforcement and regulatory agencies when relevant to civil, 17 criminal or regulatory investigations or prosecutions or 18 when pursuant to a requirement by a f.ribe or the National 19 Indian Gaming Commission in connection with the hiring 20 orfiring ffjctn empleyee, the issuance, denial, or revocation 21 ofa gaming license, or investigations ofactivities while 22 associated with a +tribe or a gaming operation. Failure to 23 consent to the disclosures indicated in this notice will result 24 in a +tribe 's being unable to hire license you in for a 25 primary management official or Kfs.ey employee position. 26 The disclosure ofyour Social Security Number (SSN) is 27 voluntary. However, failure to supply g_ SSN may result in 28 errors in processing your application."

29 Sec. 3. Section 12(B)(3) of the existing ordinance is hereby

30 amended as follows:

31 "3. The following notice shall be placed on the application 32 for a key employee or PMO before that form is filled out by an 33 applicant:

34 A false statement on any part ofyour license application 35 may be grounds for not hiring you, or forfiring you after 36 you begin ',mrJc denying a license or the suspension or

3 1 revocation o(a license. Also, you may be punished by fine 2 or imprisonment. (U.S. Code, Title 18, Section 1001)."

3 Sec. 4. Section 17 of the existing ordinance is hereby amended

4 as follows:

5 "§ 17. Regulation of Qualified Gaming Financiers 6 A. Licensing of Qualified Gaming Financiers 7 Any Qualified Gaming Financier may be licensed as a 8 gaming-related vendor under this Ordinance upon receipt by the 9 TGA of an application in the form required by the TGA, and upon 10 payment of the required licensing fee, if any. 11 B. Standards and Procedures 12 The TGA shall promulgate standards and procedures for the 13 issuance of a Qualified Gaming Financier license consistent with 14 this Ordinance, subject to the approval of the Commission. 15 C. Scope of License 16 1. A license granted to a Qualified Gaming Financier shall 17 constitute a license to the named applicant only and shall be 18 effective only with respect to such applicant's activities as a 19 Gaming Financier, and those activities necessary or incidental 20 thereto, and no other activity which would otherwise cause the 21 applicant to constitute a gaming-related vendor. 22 2. Notwithstanding anything to the contrary in this 23 Ordinance, none of the following persons or entities, solely in their 24 capacity as such, shall be deemed to be a Gaming Financier or a 25 Gaming Related Vendor subject to licensing under this Ordinance: 26 (a) any person or entity holding or owed any debt securities, notes, 27 loans, obligations under letters of credit or relating to cash or 28 interest rate management, bonds, or other commercially traded 29 instruments of a Gaming Operation initially purchased from such 30 Gaming Operation by a Qualified Gaming Financier; and (b) any 31 trustee, administrative agent, or entity performing similar 32 functions, with respect to any debt securities, notes, loans, 33 obligations under letters of credit or relating to cash or interest rate 34 management, bonds or other commercially traded instruments of a 35 Gaming Operation; and (c) any assignee of the rights and 36 obligations of a person identified in subparts (a) or (b) of this

4 1 paragraph. 2 D. Obligations of Qualified Gaming Financiers 3 Except as otherwise provided herein, or as required by the 4 TGA pursuant to its duties and powers under this Ordinance, 5 applicants licensed as Qualified Gaming Financiers hereunder will 6 not be subject to regular reporting requirements, including such 7 reporting requirements applicable to other licensees, during the 8 term of their licenses. If a Qualified Gaming Financier's license 9 lapses or otherwise terminates as herein provided, the recipient of 10 such license shall not act as a Gaming Financier until it again duly 11 files a completed application for such license. 12 E. Term of Qualified Gaming Financier Licenses 13 Each Qualified Gaming Financier License shall remain in 14 effect until the earlier of (i) the date upon which any loan 15 obligations have been paid in full and all loan commitments by 16 any party have terminated or have been fully satisfied December 17 31 of the second calendm= year follO\ving the yem= in ·.vhich the 18 application was submitted to the TGA or (ii) withdrawal of the 19 application by the applicant or (iii) the expiration of any 20 engagement letter or term sheet or loan agreement or other 21 financing or security agreement between the Qualified Gaming 22 Financier and the respective Gaming Operation. 23 F. Background Investigations 24 Except as otherwise required by the Director within his or her 25 discretion, the background investigation of each Executive Officer 26 of an applicant for a Qualified Gaming Financier license will 27 consist solely of a review of publicly available information 28 contained in filings with the Office of the Comptroller of the 29 Currency, the Federal Deposit Insurance Corporation, the Federal 30 Reserve Board, the Securities and Exchange Commission, the 31 National Association of Securities Dealers, various stock 32 exchanges, and other Tribal, federal, and state agencies regulating 33 Qualified Gaming Financiers, depending upon the organization 34 and the corporate charter of each such applicant."

BE IT FURTHER RESOLVED that the Tribal Business Committee finds and resolves as follows:

1. The foregoing Ordinance shall become effective immediately upon is

5 certification.

2. The Chairman of the Tribal Business Committee, or, at the Chairman 's direction, the General Counsel of the Tribe, is hereby authorized and directed to submit these amendments to the Chairwoman ofthe NIGC forthwith.

3. The Chairman of the Tribal Business, or, at the Chairman's direction, the General Counsel of the Tribe, is hereby authorized to withdraw from review and consideration by the Chairwoman of the NIGC the amendments to the Tribal Gaming Ordinance set forth in Resolution No. 060812-A.

4. In order to ensure that the holders of existing and effective Qualified Gaming Financier licenses receive the benefit of these amendments, and in the interest of maintaining good business relationships with existing lenders to Tribal gaming operations, the Business Committee hereby directs that the terms of all existing and effective Qualified Gaming Financier licenses are hereby extended by operation of law in accordance with these amendments, and no such license now in effect shall expire except in accordance with the provisions for license terms set forth herein.

5. Resolution No. 060812-A is hereby superseded and replaced in its entirety with this resolution.

6. The foregoing ordinance shall, upon approval by the Chairwoman of the NIGC, be codified by the General Counsel in the Quapaw Code as the permanent law ofthe Tribe.

CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through a telephonic/electronic poll of the Tribal Business Committee on August 21, 2012, with a vote reflecting ___h_ yes, ..12_ no, __{)_ abstaining, and _l_ absent.

.-:<~ John . B rrey, Chairman Thomas C. Mathews, Vice-Chairman Quapa Tribal Business Committee Quapaw Tribal Business Committee

6 1 DOCUMENTATION OF AN ELECTRONIC - PHONE POLL 2 ~ DATE: August 21, 2012 g REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey 8 CONDUCTED BY: Debbie Wray, Tribal Operations Specialist 9 SUBJECT MATTER: See Attached Resolution 10 To Adopt Resolution Number 082212-A; To Amend The Provisions of the Tribal Gaming 11 Ordinance With Respect to Regulation of Gaming Financiers and to Enact Additional 12 Amendments to Comply With Certain Current Regulations of the National Indian Gaming 13 Commission 14 15 NAMEIPOSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Via E-Mail Chairman X 08121/125:33pm Thomas Mathews Via E-Mail Vice-Chairman X 08l21/125:25pm Tamara Smiley- Via E-Mail Reeves Sec.lTreas. X 08/21/125:32pm Ranny McWatters, Via E-Mail Member X 08/21/125:42pm Flossie Mathews, Member X Marilyn Rogers, Via E-Mail Member X 08/21/125:34pm T.C. Bear, Via E-Mail Member X 08/221127:08 am 16 17 RESULTS: §. YES; QNO; Q ABSTAIN;! ABSENT. Motion Passes. 18 19 20 21 22 23 24 CER"rlFICATION 25 Approved by the Quapaw Tribal Business Committee 26 On August 21,2012, with a vote reflecting 27 6 yes; 0 no; 0 abstaining; and 1 absent. 28 29 30 31 32 33 34 35 36 37 38 39 40 41 QUAPAW TDIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 7 4363-07 65 FAX (918) 542-4694

Resolution No. 082212-A

A RESOLUTION AUTHORIZING THE PURCHASE BY THE TRIBE OF AN INTEREST IN REAL PROPERTY

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including entering into contracts to acquire land and interests in land for purposes of increasing the Tribal land base; and

WHEREAS, the Tribal Business Committee hereby approves the purchase by the Tribe from Benjamin Leat Hawk McNeely, a Tribal member (the "Seller"), for an agreed price of Thirty Thousand Five Hundred Seventy-Five Dollars ($30,575.00) of an undivided 5/18 interest in the surface and minerals in land known as the Ton-Gah-Hah Beaver Allotment (No. 920-152), and which is more particularly described as follows (the "Tract"):

SE% SW%; lot 7 (SW% SW%) of Section 18, Township 29 North, Range 23 East and the NE% NW'A; Lot 1 (NW% NW%); and lot 2 (SW% NW%) of Section 19, Township 29 North, Range 23 East, Ottawa County, State of Oklahoma, surface and minerals, also identified as the allotment of TonGahHah Beaver, Tract 920 152

containing 196.2 acres, more or less; and

WHEREAS, the Tract will be acquired in fee simple title after the restrictions by the United States against its alienation are removed pursuant to an action of the Superintendent of the Miami Agency, Bureau of Indian Affairs, United States Department of the Interior.

NOW, THEREFORE BE IT RESOLVED THAT the Tribal Business Committee hereby approves the acquisition of the Seller's interest in the Tract, as set forth herein, in the name of the Tribe, and further authorizes and directs the Chairman or the Vice Chairman or the Secretary Treasurer of the Tribal Business Committee to execute the documents and instruments necessary to effect and finalize the conveyance of the Seller's interest in the Tract to the Tribe. CERTIFICATION

The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through a telephone/electronic poll of the Tribal Business Committee conducted on August 22, 2012, with a vote reflecting j}_ yes; _Q_ no; L_ abstaining; and_[_ absent.

Thomas Crawfish Mathews, Vice-Chairman

Quapaw Tribal Business Committee Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC - PHONE POLL

DATE: August 22, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Debbie Wray, Tribal Operations Specialist

SUBJECT MATTER: Resolution Number 082212A; A RESOLUTION AUTHORIZING THE PURCHASE BY THE TRIBE OF AN INTEREST IN REAL PROPERTY (McNeely)

See Attached:

08122112 12:51 pm

08/2211212:32 pm

0812211212:35 pm

X Via 0812211212:34 pm Via 08/22112 12:49 pm

RESULTS: 6 YES; 0 NO; 0 ABSTAIN; 1 ABSENT. Motion Passes.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On August 22, 2012, with a vote reflecting .i yes; .Q no; .Q abstaining; and 1 absent. QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542·1853 Quapaw, OK 74363.0765 FAX (918) 542·4694 RESOLUTION NO. 090412-A

A RESOLUTION APPROVING FIRST AMENDMENT TO CREDIT AGREEMENT RELATING TO THE DOWNSTREAM CASINO RESORT HOTEL EXPANSION

WHEREAS, the Quapaw Tribe of Oklahoma (0-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner oflndian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law overthelandswithin the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty ofMay 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including authorizing and approving economic development initiatives of the Tribe, approving contracts of the Tribe relating to financings, and approving limited waivers ofthe sovereign immunity ofthe Tribe to permit enforcement of such agreements; and WHEREAS, the Tribe is a party to that certain "Credit Agreement" dated as of June 7, 2012 (the "Credit Agreement") by and among the Downstream Development Authority of the Quapaw Tribe of Oklahoma (0-Gah-Pah), asBorrower, the Tribe, as the Tribe, certain lenders thereto, CIT Lending Services Corporation, as Administrative Agent, and CIT Capital Securities LLC,as Sole Book-Running Manager and Sole Lead Arranger (collectively referred to as the "Credit Agreement Parties"); and WHEREAS, the Tribal Business Committee desires to enter into that certain "Amendment No. 1 to Credit Agreement" (the "First Amendment") relating to certain construction:..related matters, as prepared with the assistance of counsel, a copy of which in final form has been made available to the Tribal Business Committee, and to authorize and direct the Chairman of the Tribal Business Committee.and/or.such other officers. of the Business Committee whose signatures are required to be given on any particular document, to execute and deliver the First Amendment and associated certificates and other instrum,ents necessary to authorize the First Amendment (with the First Amendment collectively referred to as the "Transaction Documents"). NOW, THEREFORE BE IT RESOLVED THAT the Tribal Business Committee determines and finds as follows: 1. Findings. The Tribal Business Committee finds and determines that: (i) the recitals and representations in this Resolution are true and correct in all material respects; (ii) the Business Committee has full power and authority to adopt this Resolution; and (iii) the Business Committee's adoption of this Resolution and the pending First Amendment each are in the best interest of the Tribe, and further each are consistent with the laws of the Tribe. 2. Approval of the Form of the First Amendment and Delegation to Chairman and Other Officers. The Tribal Business Committee hereby (i) approves the form of the First Amendment and (ii) authorizes and directs the Chairman, and/or to such other officers of the Business Committee whose signatures are required to be given on any particular Transaction Document, to execute and deliver each of the Transaction Documents to which the Tribe is a party, and to proceed to closing on all agreements and matters relating to the First Amendment. 3. Authorization of Further Negotiations. The Tribal Business Committee hereby authorizes and directs the Chairman to direct, conduct, and conclude further negotiations of the Transaction Documents, as necessary; provided, however, that the Chairman shall continue to confer with the officers and Members of the Tribal Business Committee and the Tribe's counsel and such other advisors as the Chairman deems appropriate in exercising the authority and powers delegated hereunder. 4. Confirmation of Existing Contract Obligations. The Tribal Business Committee hereby ratifies the Tribe's existing obligations under the Credit Agreement, as amended by the First Amendment, including but not limited to the provisions relating to choice of the laws, the means for the resolution of disputes (including the forums set forth in the Credit Agreement, the waivers of rights to have disputes heard first before a Tribal court or other dispute resolution forums of the Tribe, and the consents to have disputes resolved by binding arbitration), and the provisions relating to the Authority's limited waiver of sovereign immunity for enforcement of the Credit Agreement and to take other related actions. 5. Miscellaneous. If any provision of this Resolution or the application of any provision of this Resolution is held to be invalid, the remainder of the Resolution shall not be affected with respect to the same, and, further, this Resolution shall become effective as of the date and time of its passage and approval by the Tribal Business Committee.

CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through an electronic/telephonic poll of the members of the Business Committee on September 4, 2012, with a vote reflecting _j_ yes, 0 no, 0 abstaining, and 0 absent.

~<-{~JOl1LB rre~ ~~~!£Kowv.~Reeves, S~etary-Treasurer Quapaw Tribe of Oklahoma Quapaw Tribe of Oklahoma

Bus. Comm. Res. Approving First Amend. to Credit Agmt. 2 QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 090412-B

A RESOLUTION RELATING TO A LEGAL MATTER OF THE TRIBE

WHEREAS, the Quapaw Tribe oflndians of Oklahoma (0-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner oflndian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and acton the behalf of the Quap~w Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including approving and directing the legal affairs of the Tribe ; and WHEREAS; :the Tribal Business Committee prosecuted litigation beginning in 2002 to obtain an accounting of federal management of the funds and assets of the Tribe, which litigation resulted in a settlement that provided for federal funding for the Quapaw Analysis; and WHEREAS, the Quapaw Analysis identifies serious and systemic mismanagement of Tribal funds and assets by the United States; and WHEREAS, the settlement of the Quapaw Tribe's trust accounting litigation provided for a mediation of the Tribe's claims, but the Department of the Interior and the United States Department ofJustice have failed or refused to engage in such mediation. NOW,.THEREFORE BE IT RESOLVED·THAT Tribal the Busine.ss Committee hereby authorizes the filing of an action in the United States Court of Federal Claims to adjudicate the Tribe's claims for breach of the United States' fiduciary obligations to the Tribe with respect to management of Tribal funds and nonfunds assets, as well as related claims, by Marzulla Law, LLC, of Washington, D.C., and by Conner & Winters, LLP, as supporting counsel.

CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through a telephone/electronic poll of the Tribal Business Committee on September 4, 2012, with a vote reflecting / yes; ___(;___no; _Q_ abstaining; and _Q_ absent.

Tamara Smiley-Reeves, Sec tary-Treasurer Quapaw Tribal Business Committee QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (91 8) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 09182012 13

A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A SERVICE LINE AGREEMENT BETWEEN CABLE ONE UTILITY COMPANY AND THE QUAPAW TRIBE OF OKLAHOMA

WHEREAS, .the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalfQj the Quapaw Tribe; and

WHEREAS, the Quapaw Tribe Business Committee is thus empowered and obligated.to transact tribal business, including but not limited to enacting laws and ordinances on behalf of the Tribe; and

WHEREAS, the Quapaw Tribe of Oklahoma acknowledges, in accordance .with Title 25, Code of Federal Regulations (CFR), Part 169, Section 22, the necessity of the execution of a service line agreement to provideforutility services over and across Tribal lands, and

WHEREAS, the Quapaw Tribe of Oklahoma desires utility services to be provided by Cable One, over, across and upon the following described real property: Beginning at an aluminum cap on the West line of the SE 1/4 of Section 29, Township 28 North, Range 23 East, Ottawa County, Oklahoma, 216.13 feet NOF31 '10"W of the Southwest corner of the said SE of Section 29; thence North; thence NOI 0 3l'lO"W along the West line of the said SE 1/4 167.78 feet to an aluminum cap on the intersection of a curve, thence along a curve to the right having a chord bearing ofN28°13'43" E, a radius of 4247.53 feet and a length of 1457.26 feet to an aluminum cap at the point of tangency: thence N38°03'26 E 1304.01 feet to an aluminum cap on the North line of said SE Y4; thence N88°01 'E along the North line of said SE~ 244.70 fuet to an aluminum cap that is 854.30 teet S88°01'W ofthe Northeast corner of said SE~; thence Sl8°40'16"W 837.18 teet to an aluminum cap; thence S79°19'38"W 112.93 feet to an aluminum cap; thence S21 °32'08"W 452.29 feet to an aluminum cap; thence S 13° 15'57"W 84.11 feet to an aluminum cap; thence Sl8°l0'4l"W 248.81 feet to an aluminum cap; thence S27°13'03"E 236.42 feet to an aluminum cap; thence Sl8°05'49"W 856.76 feet to an aluminum cap; thence S89°49'W 563.50 feet to an aluminum cap; thence N0°20'E 100 feet to an aluminum cap; thence S89°49'W 367 feet to the point of beginning, containing 40.500 acres, more or less.

NOW THEREFORE BE IT RESOLVED that the Quapaw Tribal Business Committee does hereby approve a service line agreement between the Quapaw Tribe of Oklahoma and the Cable One Utility Company covering the real property described above; and authorizes the execution ofsuch service line agreement by approval ofthis resolution.

CERTIFICATION

The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted at a special meeting of the Tribal Business Committee on September 18, 2012, with a vote reflecting _.::). yes, __Dno, __():,staiing, and _c)absent.

Quapaw Tribal Business Committee QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 091812-A

To Enact Amendments to the Sex Offender Registration Code of the Quapaw Tribe

BEFORE THE BUSINESS COMMITTEE OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

September 18, 2012

The TRIBAL BUSINESS COMMITTEE introduced the following Resolution to enact a Tribal ordinance.

WHEREAS, the Quapaw Tribe of Oklahoma (0-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapawindian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Comrnittee to speak and act on the behalf ofthe Quapaw Tribe; and WHEREAS, the Quapaw· Tribal Business Committee is thus empowered and obligated to transact Tribal business, including but not limited to enacting laws and ordinances for the Tribe, including ordinances relating to the public safety and welfare ofthe Tribe; and WHEREAS, the Tribal Business Committee desires to adopt amendments to the Quapaw Tribal Sex Offender Registration Code (hereinafter the "Code''), which was adopted by and through Quapaw Tribal Business Committee Resolution No. 061811-A, in order to incorporate therein certain changes required by the Office of Sex Offender Sentencing, Monitoring, Apprehending, Registering, and Tracking of the United States Department ofJustice (the "SMART Office'') so that the Code may be determined to be in substantial compliance with the federal Sex Offender Registration and Notification Act, as well as to make certain additional changes, including to incorporate provisions of the updated model tribal code issued by the SMART Office; and NOW THEREFORE BE IT RESOLVED by the Tribal Business Committee that that the following amendments to the Code, as described herein and/or with deletions to the existing ordinance indicated by strikethroughs and with additions to the existing ordinance indicated by underlining, shall be enacted as the law of the Tribe: 1 CHAPTER 1. GENERAL MATTERS

2 Sec. 1. The title to Section 2 of Chapter 1 of the existing Code is hereby 3 changed to "Purpose, Need, and Findings." 4 The language of Section 2(a) is hereby replaced with the following new 5 language: 6 "(a) The purpose of this Act is to implement and complement the 7 federal Sex Offender Registration and Notification Act (Title I of federal 8 Public Law 109-248) and shall be interpreted liberally to comply with the 9 terms and conditions of SO RNA as presently written or hereafter amended." 10 A new subsection (c) is hereby added to Section 1: 11 "(c) The Business Committee finds that sex offender registration has 12 assisted law enforcement agencies in protecting children, vulnerable adults, 13 and their communities. The Business Committee finds that sex offenders 14 often pose a high risk of re-offense, and that law enforcement's efforts to 15 protect their communities, conduct investigations, and quickly apprehend 16 offenders who commit sex offenses, are impaired by the lack of information 17 available to law enforcement agencies about convicted sex offenders who 18 live, attend school, or work within the law enforcement agency's jurisdiction. 19 Therefore, the Business Committee intends to protect all persons and 20 communities by regulating sex offenders by requiring sex offenders to 21 register with local law enforcement agencies as provided in this act. The 22 Tribe has elected to participate in the national sex offender registry system. 23 The Tribal Marshal Service shall be charged with the principal responsibility

2 1 to administer and enforce the Tribal sex offender registry system." 2 § 2. The definition of "Convicted" in Section 3 of Chapter 1 of the existing 3 Code is hereby replaced with the following new definition: 4 "Convicted-An adult sex offender is "convicted" for purposes of this 5 act if the sex offender has been subjected to penal consequences based on 6 the conviction, however the conviction may be styled. A juvenile offender is 7 "convicted" for purposes of this act if the juvenile offender is either: (a) 8 prosecuted and found guilty as an adult for a sex offense; or (b) is 9 adjudicated delinquent as a juvenile for a sex offense, but only if the 10 offender is fourteen (14) years of age or older at the time of the offense and 11 the offense adjudicated was comparable to or more severe than aggravated 12 sexual abuse (as described in either (a), (b), or (c) of§ 2241 of Title 18, 13 United States Code), or was an attempt or conspiracy to commit such an 14 offense." 15 The definition of "Immediate" in Section 3 is hereby amended to read as 16 follows: "Immediate" and "Immediately" mean within two (2) business days." 17 The definition of "Imprisonment" in Section 3 is hereby replaced with the 18 following new definition: 19 "Imprisonment-The term "imprisonment" refers to incarceration 20 pursuant to a conviction, regardless of the nature of the institution in which 21 the offender serves the sentence. The term is to be interpreted broadly to 22 include, for example, confinement in a state "prison" as well as in a federal, 23 military, foreign, BIA, private or contract facility, or a local or tribal jail. 24 Persons under house arrest following conviction of a covered sex offense are 25 required to register pursuant to the provisions of this Act during their period 26 ofhouse arrest." 27 The definition of "Sex Offense" in Section 3 is hereby replaced in its 28 entirety with the following new language: 29 "Sex Offense-Except as limited herein, the term means and includes 30 those offenses contained in 42 U.S.C. § 16911(5) and those offenses

3 1 enumerated in this act or any other covered offense under Tribal law, 2 including those cover3ed offenses set forth herein." 3 The period at the end of the definition of "Sex Offender" is moved to the 4 inside of the closing parenthesis marking. 5 The following new definitions are hereby added to Section 3, to be 6 incorporated into the amended Code in alphabetical order: 7 "Sexual Act-The term "sexual act" means: (a) contact between the 8 penis and the vulva or the penis and the anus, and for purposes of this 9 definition, contact involving the penis occurs upon penetration, however 10 slight; (b) contact between the mouth and the penis, the mouth and the 11 vulva, or the mouth and the anus; (c) the penetration, however slight, of the 12 anal or genital opening of another by a hand or finger or by any object, with 13 an intent to abuse, humiliate, harass, degrade, or arouse or gratify the sexual 14 desire of any person; or (d) the intentional touching, not through the 15 clothing, of the genitalia of another person that has not attained the age of 16 eighteen (18) years with an intent to abuse, humiliate, harass, degrade, or 17 arouse or gratify the sexual desire of any person. 18 Sexual Contact-The term "sexual contact" means the intentional 19 touching, either directly or through the clothing, of the genitalia, anus, groin, 20 breast, inner thigh, or buttocks of any person with an intent to abuse, 21 humiliate, harass, degrade, or arouse or gratify the sexual desires of another 22 person. 23 Sex Offender Registry-The term "sex offender registry" means the 24 registry of sex offenders, and a notification program, maintained by Tribal 25 Marshal Service. 26 National Sex Offender Registry or NSOR-The NSOR is the national 27 database maintained by the Attorney General of the United States pursuant 28 to 42 U.S.C. § 16919. 29 SMART Oflice-the SMART Office is the Office of Sex Offender 30 Sentencing, Monitoring, Apprehending, Registering, and Tracking, which

4 1 was established within the United States Office of Justice Services of the 2 United States Department of Justice under the general authority of the 3 Attorney General of the United States pursuant to 42 U.S.C. § 16945. 4 Dru Sjodin National Sex Offender Public Website or NSOPW-The 5 NSOPW is the public website maintained by the Attorney General of the 6 United States pursuant to 42 U.S.C. § 16920." 7 § 3. The following new sections are hereby added to Chapter 1 of the existing 8 Code immediately following Section 3: 9 "Sec. 4. Establishment of Registries 10 (a) Sex Offender Registry. There is hereby established a sex 11 offender registry, which the Tribal Marshal shall maintain and operate 12 pursuant to the provisions of this act. 13 (b) Public Sex Offender Registry Website. There is hereby 14 established a public sex offender registry website, which the Tribal Marshal 15 shall maintain and operate pursuant to the provisions ofthis act." 16 Sec. 5. Powers and Duties of the Tribal Marshal 17 (a) The Marshal, as the chieflaw enforcement officer of the Tribe, is 18 hereby vested with the power and is charged with the duty of observing, 19 implementing, administering, and enforcing the provisions of this act, and all 20 laws, rules and regulations, the enforcement and administration of which are 21 now or hereafter vested in the Tribal Marshal Service. The Marshal shall 22 have the authority to promulgate, administer, and enforce such rules, 23 regulations, policies and procedures governing the agency, its operations and 24 activities, and its officers, agents and employees; provided, however that 25 such rules and regulations shall be approved by the Tribal Business 26 Committee before they shall become effective. The Marshal is authorized to 27 develop and execute all agreements necessary in furthering the proper 28 administration and enforcement ofthis act; provided, that all such 29 agreements shall be subject to the approval of the Tribal Business 30 Committee.

5 1 (b) The Marshal may appoint any employee of the Tribal Marshal 2 Service to serve as the personal representative of the Marshal for the purpose 3 of fulfilling any such duty or combination of duties hereunder. 4 (c) The Marshal shall supervise the personnel, conduct, training, and 5 activities of the Tribal Marshal Service hereunder." 6 § 4. In Section 4 of Chapter 1 ofthe existing Code, in the existing subsection 7 4(b) relating to "Foreign Offenses" the reference to "Section 2.02(F)" is hereby 8 changed to "Section 4(f)." Additionally, subsections (b) through (e) of existing 9 Section 4 of the Code, beginning with the subsection relating to "Foreign 10 Offenses," are hereby renumbered as subsections (c) through (f). 11 § 5. Subsection 5(a)(l) of Chapter 1 ofthe existing Code is hereby amended 12 as follows: 13 "Sex Offenses. A "Tier 1" offense includes any sex offense for which a 14 person has been convicted by any jurisdiction, local government, or 15 qualifying foreign country pursuant to Section 2.02(C) 4(c) of this Code, or 16 an attempt or conspiracy to commit such offense, that involves any sexual 17 act or sexual contact with another person that is not included in Section 5(b) 18 or Section 5(c) 3.02 or gection 3.03." 19 In subsection 5(a)(2), the reference to Section 2.02(C) is hereby changed to 20 Section 4(c). 21 In subsection 5(a)(5), the reference to Section 3.01(A), (B), or (C) is hereby 22 changed to Section 5(a), and the reference to Tier 2 is hereby changed to Tier 1. 23 In subsection 5(b)(l), the reference to Section 3.03 is hereby changed to 24 Section 5( c). 25 Subsection 5(b )(2) is hereby amended as follows: 26 "Offenses Involving Minors. A "Tier 2" offense includes any sex 27 offense for which a person has been convicted by a jurisdiction, local 28 government, or qualifying foreign country pursuant to Section 4(c) 2.02(C) 29 of this Code, or an attempt or conspiracy to commit such offense, that 30 involves:"

6 1 In subsection 5(b)(4), the reference to Section 3.02(A), (B), or (C) is hereby 2 changed to Section 5(b ). 3 Subsection 5(c )(2) is hereby amended as follows: 4 "General Offenses. A "Tier 3" offense includes any sex offense for which a 5 person has been convicted by a jurisdiction, local government, or qualifying 6 foreign country pursuant to Section 4(c) 2.02(C), or an attempt or conspiracy to 7 commit such offense, that involves:" 8 The reference in subsection 5(c)(4) to Section 3.03(A), (B), or (C) is hereby 9 changed to Section 5( c). 10 § 6. The title of Section 14 of Chapter 2 of the existing Code is hereby 11 changed to "Names." 12 § 7. A new subsection (c) is hereby added to the existing Section 15 of 13 Chapter 2 of the existing Code, as follows: 14 "(c) any voice-over internet telephone numbers." 15 § 8. The title to Section 19 of Chapter 2 ofthe existing Code is hereby 16 changed to "Residence Address." 17 § 9. In Section 22 of Chapter 2 of the existing Code, the language in the first 18 sentence "three days (3)" is hereby changed to "two (2) days", and a new 19 subsection (c) is hereby added to the existing Section 22 of the Code, as follows: 20 "(c) in the event the sex offender will be traveling outside of the 21 United States for more than seven (7) days, the Tribal Marshal or his/her 22 designee shall immediately provide this information the United States 23 Marshal." 24 § 10. The reference in Section 24(b) ofthe existing Code to Section 4.18(A) is 25 hereby changed to Section 24(a). 26 § 11. In Section 26(c) of Chapter 3 of the existing Code a space is added 27 between "(0-Gah-Pah)" and "must." The term "Jurisdiction" is hereby added to 28 the titles of each of subsections (a) through (e) of Section 26 of the Code. A 29 new subsection (f) is hereby added to Section 26, as follows:

7 1 " Jurisdiction of En A sex o fender must re ister with the 2 Tribal Marshal Service u 3 the Tribe." 4 § 12. Subsections (1) through (3) to Section 27(a) of Chapter 3 of the existing 5 Code are hereby replaced with the following new language:

6 "(1) if convicted in the Tribal courts for a covered sex offense and 7 incarcerated, the sex offender must register before being released from 8 incarceration; 9 (2) if convicted in the Tribal Courts but not incarcerated, within two 10 (2) business days of sentencing for the registration offense, and 11 (3) within two (2) business days of entering, establishing a residence, 12 commencing employment, or becoming a student on lands subject to the 13 jurisdiction of the Tribe a sex offender must appear in person to register with 14 Tribal Marshal Service." 15 § 13. The title to Section 28(a) of Chapter 3 ofthe existing Code is hereby 16 changed to "Retroactive Registration." In Section 28(b) the reference to Section 17 5.03(A) is hereby changed to Section 28(a). 18 § 14. Section 29(a) of Chapter 3 ofthe existing Code is hereby replaced with 19 the following new subsections, and existing subsection (b) is hereby re-lettered 20 as subsection (e): 21 "(a) Jurisdiction ofResidency. All sex offenders required to register 22 in this jurisdiction shall immediately appear in person before the Tribal 23 Marshal Service to report and update any changes to their name, residence 24 (including termination of residency), employment, or school attendance. All 25 sex offenders required to register in this jurisdiction shall immediately notify 26 and inform the Tribal Marshal Service of any changes to their temporary 27 lodging information, vehicle information, internet identifiers, or telephone 28 numbers. In the event of a change in temporary lodging, the sex offender 29 and the Tribal Marshal Service shall immediately notify the jurisdiction in 30 which the sex offender will be temporarily staying.

8 1 (b) Jurisdiction of School Attendance. Any sex offender who is a 2 student in any capacity within lands subject to the jurisdiction of the tribe, 3 regardless of location that change their school, or otherwise terminate their 4 schooling, shall immediately appear in person before the Tribal Marshal 5 Service to report and update that information. The Tribal Marshal Service 6 shall ensure that each jurisdiction in which the sex offender is required to 7 register, or was required to register prior to the updated information being 8 given, are immediately notified of the change. 9 (c) Jurisdiction of Employment. Any sex offender who is employed 10 by the Tribe in any capacity or otherwise is employed within lands subject to 11 the jurisdiction of the Tribe regardless of location who changes his or her 12 employment, or otherwise terminates his or her employment, shall 13 immediately appear in person at the Tribal Marshal Service to report and 14 update that information. Tribal Marshal Service shall ensure that each 15 jurisdiction in which the sex offender is required to register. or was required 16 to register prior to the updated information being given, are immediately 17 notified of the change. 18 (d) Jurisdiction of Entry. Any sex offender who enters upon lands 19 subject to the jurisdiction of the Tribe shall immediately appear in person at 20 the Tribal Marshal Service to report and update that information. The Tribal 21 Marshal Service shall ensure that each jurisdiction in which the sex offender 22 is required to register, or was required to register prior to the updated 23 information being given, are immediately notified of the change." 24 § 15. In Section 30( c) of Chapter 3 of the existing Code, the reference to 25 Section 5.05(B) is hereby changed to Section 30(b). 26 § 16. In Section 31 (b)( 1) of Chapter 4 of the existing Code, the number "5" is 27 hereby replaced with "five (5)" and the number "10" is hereby replaced with 28 "ten (10)." In Section 31(c), the reference to Section 6.01(B) is hereby changed 29 to Section 31 (b).

9 1 § 17. The following language is hereby added to the end of subsection (c) of 2 Section 32 of Chapter 4 ofthe existing Code: "The Tribal Marshal shall 3 immediately update the public website, if applicable, and update the information 4 on NCIC/NSOR." Additionally, a new subsection (d) is hereby added to Section 5 32 ofthe Code, as follows: 6 "(d) Requirements of Statement ofReason or Purpose ofEntering 7 Tribal Jurisdiction. A sex offender shall, upon entry into the Tribal 8 jurisdiction, make personal contact with an officer of the Tribal Marshal 9 Service, register, and provide a written statement of the reason or purpose 10 and duration of such entry." 11 § 18. A new subsection (f) is hereby added to Section 33 of Chapter 5 ofthe 12 existing Code, as follows: 13 "(0 Dru Sjodin National Sex Offender Public Website. The Tribe 14 shall include in the design of its website all field search capabilities needed 15 for full participation in the Dru Sjodin National Sex Offender Public 16 Website and shall participate in that website as provided by the Attorney 17 General ofthe United States." 18 § 19. Section 35(a) of Chapter 5 of the existing Code is hereby replaced with 19 the following new language: 20 "(a) Law Enforcement Notification. Whenever a sex offender 21 registers or updates his or her information with the Tribe, the Tribal Marshal 22 Service shall: 23 1. immediately notify the FBI or other federal agency as 24 designated by the Attorney General in order that the information may be 25 updated on NSOR or other relevant databases; 26 2. monitor and update the SORNA Exchange Portal for inter- 27 jurisdictional change of entry, residence, employment, or student status; 28 3. immediately notify any agency, Office of Justice Services, or 29 program within the Tribe that is responsible for criminal investigation, 30 prosecution, child welfare or sex offender supervision functions,

10 1 including but not limited to, police, whether BIA, Tribal, or FBI, tribal 2 prosecutors, and tribal probation; 3 4. immediately notify any and all other registration jurisdictions 4 where the sex offender is registered due to the sex offender's residency, 5 school attendance, or employment; 6 5. immediately notify National Child Protection Act agencies, 7 including any agency responsible for conducting employment-related 8 background checks under § 3 ofthe National Child Protection Act of 9 1993 ( 42 U.S.C. 5119a) when a sex offender registers or updates 10 registration; and 11 6. Enter or update information posted on the public website." 12 § 20. Chapter 6 of the existing Code is hereby replaced in its entirety with the 13 following new language: 14 "CHAPTER 6. CRIMES AND CIVIL SANCTIONS; APPLICABILITY 15 § 1. Sex Offender Act Violation 16 (a) It shall be unlawful for any sex offender to violate any provision 17 of this Act or any other Tribal law. 18 (b) Conviction ofthe offense of Sex Offender Act Violation shall be 19 punishable by a fine not to exceed Fifteen Thousand Dollars ($15,000.00), 20 or by imprisonment for a period not to exceed three (3) years, or by both fine 21 and imprisonment, or by banishment, or by any combination of the 22 foregoing. 23 § 2. Failure to Register as a Sex Offender 24 (a) It shall be unlawful for any person who is required to register 25 under any applicable federal, tribal, state, or local sex offender registration 26 and notification act to travel in interstate or foreign commerce, enter or 27 leave, or reside in, Indian country or knowingly fail to register or update a 28 registration as required by any such act. 29 (b) Conviction of the offense of Failure To Register shall be 30 punishable by a fine not to exceed Fifteen Thousand Dollars ($15,000.00), or

11 1 by imprisonment for a period not to exceed three (3) years, or by both fine 2 and imprisonment, or by banishment, or by any combination of the 3 foregoing. 4 (c) In a prosecution for a violation of this section, it is an affirmative 5 defense that: (1) uncontrollable circumstances prevented the individual from 6 complying; (2) the individual did not contribute to the creation of such 7 circumstances in reckless disregard of the requirement to comply; and (3) 8 the individual complied as soon as such circumstances ceased to exist. 9 § 3. Civil Penalties and Sanctions Authorized 10 (a) Each violation of any provision of this act or any other Tribal law 11 by a sex offender who is not an Indian shall be considered a civil violation 12 subject to enforcement by any means not prohibited by federal law, 13 including, but not limited to, the issuance of fines, forfeitures, civil 14 contempt, and exclusion or banishment. 15 (b) Customs and Traditions and Banishment/Exclusion. All inherent, 16 traditional, or customary Tribal powers, including any federal grants of 17 authority, of relinquishment, banishment and exclusion are authorized and 18 available for the administration and enforcement of any provision of this act. 19 § 4. Obstruction of Sex Offender Registration 20 (a) It shall be unlawful to: 21 1. knowingly harbor or knowingly attempt to harbor, or 22 knowingly assist another person in harboring or attempting to harbor a 23 sex offender who is in violation of this act or any other Tribal law; 24 2. knowingly assist a sex offender in eluding a law enforcement 25 agency that is seeking to find the sex offender to question the sex 26 offender about, or to arrest the sex offender for, noncompliance with the 27 requirements of this Act or any other tribal law; or 28 3. provide information to any law enforcement officer regarding 29 a sex offender which the person knows to be false.

12 1 (b) Conviction ofthe offense of Obstruction of Sex Offender 2 Registration shall be punishable by a fine not to exceed Fifteen Thousand 3 Dollars ($15,000.00), or by imprisonment not to exceed three (3) years, or 4 by both fine and imprisonment, or by banishment, or any combination of the 5 foregoing. 6 § 5. Sex Offender Appearing Near School, Playground, or Day Care 7 Center 8 (a) It shall be unlawful for any sex offender to enter upon lands, to 9 reside either temporarily or permanently, to be employed, or to attend 10 school, within a two-thousand-foot radius of any public or private school 11 site, educational institution, any playground or park that is established, 12 operated or supported in whole or part by any unit of government, or child 13 day care center, located within the jurisdiction of the Tribe. 14 (b) Conviction of the offense of Sex Offender Appearing Near 15 School, Playground, or Day Care Center shall be punishable by a fine not to 16 exceed Fifteen Thousand Dollars ($15,000.00), or by imprisonment not to 17 exceed three (3) years, or by both fine and imprisonment, or by banishment, 18 or by any combination of the foregoing. 19 § 6. Misuse or Alteration of Sex Offender Registration Information 20 (a) It shall be unlawful to willfully misuse or alter any required 21 record or information relating to the registration of a sex offender, or any 22 information relating to a person residing or working at an address reported 23 by a sex offender, including information displayed by law enforcement 24 agencies on websites, or to sell or exchange sex offender information for 25 profit. 26 (b) Conviction of the offense of Misuse or Alteration of Sex 27 Offender Registration Information shall be punishable by a fine not to 28 exceed Fifteen Thousand Dollars ($15,000.00), or by imprisonment not to 29 exceed three (3) years, or by both." 30 § 7. Applicability

13 1 (a) This act shall apply to all Indian and non-Indian persons violating 2 its provisions within the territorial jurisdiction of the Tribe, provided, that 3 the provisions of this act shall apply to all members of the Tribe and all 4 Indian persons within the jurisdiction of the Tribe where ever such violation 5 may occur, if such violation has any actual or intended effect upon the 6 political integrity or political or economic security of the Tribe. 7 (b) This act shall apply to non-Indians violating its provisions within 8 the territorial jurisdiction of the Tribe to the extent not inconsistent with 9 federal law, and to the extent that any person found to have violated any 10 provision of this act may be prosecuted in a civil action, and shall be subject 11 to all of the remedies, sanctions, and punishments available at law, except 12 that the non-Indian offender shall not be subject to jail or incarceration by 13 the Tribal Court as a possible punishment for a tribal offense. The non 14 Indian, in such cases, shall have all the procedural rights of a criminal 15 defendant, and such cases shall be tried by the rules of criminal procedure. 16 The Tribal Courts shall retain the inherent and statutory powers of civil 17 contempt and legal and equitable relief which are herein expressly 18 preserved. 19 (c) This Act shall apply to non-Indians violating its provisions within 20 the territorial jurisdiction of the Tribe to the extent not inconsistent with 21 federal law, and to the extent that any person found to have violated any 22 provision of this Act may be banished from the jurisdiction of the Tribe in a 23 civil proceeding brought by the Tribal prosecutor. The non-Indian, in such 24 cases, shall have all the procedural rights of a criminal defendant, and such 25 cases shall be tried by the rules of criminal procedure. 26 (d) Each violation of any provision of this act or any other tribal law 27 by a non-Indian shall be considered a civil violation subject to enforcement 28 by any means not prohibited by federal law, including but not limited to, the 29 issuance of fines, forfeitures, costs, civil contempt, and exclusion or 30 banishment.

14 1 § 21. Chapter 6 in the existing Code is hereby renamed "Chapter 7. 2 Immunity."

BE IT FURTHER RESOLVED that the Tribal Business Committee finds and resolves as follows: 1. The foregoing amendments shall become effective immediately upon is certification. 2. The foregoing amendments shall be codified by the General Counsel in the Quapaw Code as the permanent law ofthe Tribe.

CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted at a special meeting of the Tribal Business Committee on September 18, 2012, with a vote reflecting:]__ yes, 0 no, Oabstaining, and 0 absent.

?? ~7 :::;;;;;.:. Thomas C. ~'Vice-Chairman Quapaw Tribal Business Committee

15 QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542-1 853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 082812A

A RESOLUTION k\PPROVING APPLICATION FOR TRIBAL SELF -GOVERNANCE PLANNING COOPERATIVE AGREEMENT TO THE INDIAN HEALTH SERVICE OF THE UNITED STATES DEPARTMENT OF HEALTH AND HUMAN SERVICES

WHEREAS, ~he Quf!.paw Tribe of Oklahoma is an "Indian Tribe" as defined in 25 U.S.C. § 450b(e); and WHEREAS, the Quapaw Tribe of Oklahoma wishes to conduct planning to determine the feasibility of entering into a self-governance compact with the United States through the Secretary of the Department of Health and Human Services, Indian Health Services; and WHEREAS, the Indian Health Service has announced a new limited competition to apply for funding for a Tribal Self-Governance Planning Cooperative Agreement that will assist the Tribe to conduct legal and budgetary research and internal Tribal government planning and organization preparation relating to the administration of health care programs; and WHEREAS, if awarded, said cooperative agreement will provide resources to assist the Tribe to make informed decisions about which programs, services, functions, and activities ("PSF As"), or portions thereof, to assume and what organizational changes will be necessary to support those PSF As should the Tribe decide to enter into a self-governance compact. NOW, THEREFORE, BE IT RESOLVED that the Business Committee hereby authorizes the preparation and submission of a Tribal Self-Governance Planning Cooperative Agreement application to the Department of Health and Human Services, Indian Health Service. · CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through an electronic/telephone poll of the Tribal Business Committee on August 28, 2012, with a vote reflecting 7 ye~; 0 no; 0: abstaining; and d absent.

errey, Chairman Tamara Smiley Reeves, Sec tary/Treasurer ribal Business Committee Quapaw Tribal Business Committee

[Res. Auth. Application for IHS Cooperative Agmt. 2 QuAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 09182012 13

A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A SERVICE LINE AGREEMENT BETWEEN CABLE ONE UTILITY COMPANY AND THE QUAPAW.TRIBE OF OKLAHOMA

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalfqfthe Quapaw Tribe; and

WHEREAS, .the Quapaw Tribe Business Committee is thus empowered and obligated.to transact tribal·business, including but not limited to enacting laws and ordinances on behalf of the Tribe; and

WHEREAS, the Quapaw Tribe of Oklahoma acknowledges, in accordance with Title 25, Code of Federal Regulations (CFR), Part 169, Section 22, the necessity of the execution of a service line agreement to provide for utility services over and across Tribal lands, and

WHEREAS, the Quapaw Tribe of Oklahoma desires utility services to be provided by Cable One, over, across and t{pon the following described real property: Beginning at an aluminum cap on the West line of the SEl.!l of Section 29, Township 28 North, Range 23 East, Ottawa County, Oklahoma, 216.13 feet NOl 0 3l'lO"W of the Southwest corner of the said SE% of Section 29; thence North; thence NO 1°31' 1O"W along the West line of the said SE% 16 7. 78 feet to an aluminum cap on the intersection of a curve, thence along a curve to the right having a chord bearing ofN28°13'43" E. a radius of 4247.53 feet and a length of 1457.26 feet to an aluminum cap at the point of tangency; thence N38°03'26 E 1304.01 feet to an aluminum cap on the North line of said SE %; thence N88°0 1'E along the North line of said SE% 244.70 feet to an aluminum cap that is 854.30 feet S88°0l'W ofthe Northeast corner of said SE%; thence Sl8°40'16''W 837.18 feet to an aluminum cap; thence S79°1 9'38"W 112.93 feet to an aluminum cap; thence S21 °32'08"W 452.29 feet to an aluminum cap; thence S 13 ° 15' 57"W 84.11 feet to an aluminum cap; thence Sl8°10'4l"W 248.81 feet to an aluminum cap; thence S27° 13 '03"E 236.42 feet to an aluminum cap; thence S 18°05' 49"W 856.76 feet to an aluminum cap; thence S89°49'W 563.50 feet to an aluminum cap; thence N0°20'E 100 feet to an aluminum cap; thence S89°49'W 367 feet to the point of beginning, containing 40.500 acres, more or less.

CERTIFICATION

The foregoing resolution ofthe Quapaw Tribal Business Committee was presented and duly adopted at a special meeting of the Tribal Business Committee on September 18, 2012, with a vote reflecting _::] yes, _Dno, ____()bstaiing, and __c)absent.

.::;;··-~~~ Thomas C. \ltid, \!iCe-Chairman Quapaw Tribal Business Committee ...... QuAPAw TRIBE oF OKLAHOMA

(91 8) 542-1853 P 0 Box 765 FAX (918) 542-4694 Quo paw OK 7 4363-07 65 Resolution No. 111612-A

A RESOLUTION APPROVING POLICIES AND PROCEDURES AND RELATED MATERIALS PURSUANT TO THE TRIBAL SEX OFFENDER REGISTRATION CODE

WHEREAS, the Quapaw Tribe of Indians of Oklahoma (or the 0-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19. 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957: and

WHEREAS. the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business. including adopting and implementing laws relating to health and safety within the jurisdiction of the Tribe. including adopting Tribal criminal laws and approving related matters; and

WHEREAS, the Tribal Business Committee has. by and through Resolution Nos. 061811-A and 091512-A, adopted the Tribal Sex Offender Registration Code (the ··code"), and now desires to authorize and approve

( 1) a policies and procedures manual implementing certain provisions of the Code (the ··Code Policy Manual .. ).

(2) a user agreement between the Tribe and the Institute for Intergovernmental Research relating to certain internet-based services required under the Code (the ··user Agreement"'). and

(3) a designation of certain ··Safe Zones·· for the Tribe. as provided under the Code (the ··Safe Zones LisC), which Safe Zones shall be (a) the 0-Gah-Pah Learning Center and (b) the Downstream Learning Center: with respect to each of the preceding. the boundaries of such Safe Zones shall include the structures in which the named facilities are located and the area extending to the boundary lines of the tracts of real property on which such facilities are located.

all of which have been prepared and proposed by and in conjunction with the Tribal Marshal and the Tribal Prosecutor. and all of which are part of the overall implementation of the Code by the Tribe and as required by the Office of Sex Offender Sentencing. Monitoring, Apprehending. Registering. and Tracking of the United States Department of Justice (the .. SMART Office··). so that the Code may be determined to be in substantial compliance with the federal Sex Offender Registration and Notification Act (.. SORNA .. ).

NOW, THEREFORE BE IT RESOLVED THAT the Tribal Business Committee hereby approves the Code Policy ManuaL the User Agreement, and the Safe Zones List, as defined herein and as submitted to the Business Committee for review, and further authorizes the Tribal Prosecutor or the Tribal Marshal or the Tribal Administrator to execute and transmit such documents to the SMART Office as part of the pending Supplemental Implementation Package, so that the Code may be determined to be in substantial compliance with SORNA.

CERTIFI CAT ION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through an electronic/telephonic vote of the Tribal Business Committee on November 16. 2012. with a vote reflecting _:]_ yes; _Q_ no; G abstaining; and _Q_ absent. :A ~ SA'== ~ Thomas Cra~iath:Ws. Vice-Chairman amara Smiley Reeves, Secretary- reasurer Quapaw Tribal Business Committee Quapaw Tribal Business Committee

Approving Tribal Sex Offender Act Policies & Procedures 2 DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: November 16, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Victoria Manning, Business Committee Clerk

SUBJECT MATTER: TO ADOPT RESOLUTION #111612-A APPROVING POLICIES AND PROCEDURES AND RELATED MATERIALS PURSUANT TO THE TRIBAL SEX OFFENDER REGISTRATION CODE

SEE ATTACHED

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Chairman Email Response X 11/16/12, 4:02pm Thomas Mathews Email Response Vice-Chairman X 11/16/12, 4:02pm Tamara Smiley-Reeves Email Response Sec./Treas. X 11/16/12, 4:01pm Ranny McWatters, Email Response Member X 11/16/12, 7:01pm Flossie Mathews, Fax Response Member X 11/16/12, 4:20pm Marilyn Rogers, Email Response Member X 11/16/12, 3:19pm T.C. Bear, Email Response Member X 11/19/12, 9:59am

RESULTS: 7 YES; 0 NO; ABSTAIN; ABSENT. MOTION PASSES

CERTIFICATION Approved by the Quapaw Tribal Business Committee On 11/16/2012, with a vote reflecting .J.._yes; _Q_no; _abstaining; and_ absent.

DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: November 28, 20 12

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrative Assistant

SUBJECT MATTER: To Approve Downstream-Phase II Signature Pages for Amendment Documents. This phone poll is in regard to Resolution 112812-A.

SEE ATTACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Chairman Via E-Mail X 11/28/12 2:59pm Thomas Mathews NO RESPONSE Vice-Chairman X AS OF 11/28/12 Tamara Smiley-Reeves Via E-Mail Sec./Treas. X 11/28/12 2:46pm Ranny McWatters, Via E-Mail Member X 11/28/12 2:37pm Florence Marie Mathews, Via Fax Member X 11/29/12 8:55am Marilyn Rogers, Via E-Mail Member X 11/28/12 2:31 pm T.C. Bear, Via E-Mail Member X 11/28/12 3:29pm

RESULTS:§ YES; Q NO; Q ABSTAIN; .f._ABSENT. MOTION PASSES.

Florence Marie Mathews vote came in after the initial certification and did not change the outcome of the final decision.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On November 28. 2012 with a vote reflecting §yes; Q no; Q abstaining; and~ absent. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By: . errey, Chai rrnan usiness Committee

S-1 Signature Page to Amendment No. l (FF&E) IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

S-1 Signature Page to Amendment No. I (FF&E) IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

S-1 Signature Page to Amendment No. 1 (FF&E) IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

S-1 Signature Page to Amendment No. 1 (FF&E) IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By ~o . B rrey, hmrman QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By: ~irrnan Tribal Business Committee

S-1 Signature Page to Amendment No. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By.

E OF OKLAHOMA (0-GAH-PAH)

By:

S-1 Signature Page to Amendment No. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

S-1 Signature Page to Amendment No. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By:

S-1 Signature Page to Amendment No. 2 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the date first set forth above.

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

amara Smiley Reeves, Secret reasurer Quapaw Tribal Business Committee

2 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the date first set forth above.

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

amara Smiley Reeves, Secret reasurer Quapaw Tribal Business Committee

2 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the date first set forth above.

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH )

amara Smiley Reeves, Secreta Treasurer Quapaw Tribal Business Committee

2 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the date first set forth above.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH) By ~

3 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the date first set forth above.

DOWNSTREAM DEVELOPMENT AUTHORITY OF THE QUAPAW TRJBE OF OKLAHOMA (0-GAH-PAH)

3 QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694 RESOLUTION NO. 113012-A

A RESOLUTION AUTHORIZING THE LEASE OF TRUST LAND LOCATED UNDER THE JURISDICTION O:R THE QUAPAW TRIBE OF OKLAHOMA FOR THE USE OF FARMING AND GRAZING AND TO AUTHORIZE THE EXECUTION OF THE LEASE ON BEHALF OF THE QUAPAW TRIBE OF OKLAHOMA

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalfofthe Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalf of pte Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the lease of the Tribe's 6.67% interest in Trust/Restricted land to Jimmie Allemann in the amount of $20.00 annually. Said land is described as:

The NE%SW%; W~SWY.. Section 21 Township 29 North, Range 24 East, Ottawa County, State of Oklahoma, containingl20 acres mil, Surface Only.

NOW THEREFORE BE IT RESOLVED bythe Business Committee of the Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorized to execute a lease for the maximum term of years allowable by federal law for the purpose of a Farming and Grazing Lease, and to promote tribal self determination and such other uses as may be determined including commercial operations acceptable to the lessor.

BE IT FURTHER RESOLVED that the Quapaw Tribe of Oklahoma request that the Secretary of the Interior or an authorized representative approve said lease. CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma (0-Gah-Pah) was presented and duly adopted through a telephone/electronic poll of the Quapaw Tribal Business Committee on November 30, 2012, with a vote reflecting ~yes, Q no, Q abstaining, and 2. absent.

4~~ · Thomas Mathews, Vice Chairman Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: November 30,2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrative Assistant

SUBJECT MATTER: To Approve Resolution 113012-A Solomon Quapaw Ag Lease.

SEE ATTACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Chairman Via Email X 11/30/12 4:02pm Thomas Mathews NO RESPONSE Vice-Chairman X AS OF 12/03/12 Tamara Smiley-Reeves NO RESPONSE Sec./Treas. X AS OF 12/03/12 Ranny McWatters, Via Email Member X 11/30/12 7:46pm Florence Marie Mathews, Via Fax Member X 11/30/12 Marilyn Rogers, Via Email Member X 11/30/12 5:51 pm T.C. Bear, Via Email Member X 11/30/12 6:02pm

RESULTS:S YES; .Q NO; .Q ABSTAIN;~ ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On November 30, 2012 with a vote reflecting .Q yes; Q no; Q abstaining; and 2. absent. ------

QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 7 4363-0765 RESOLUTION NO. 120312-A FAX (918) 542-4694

A RESOLUTION AUTHORIZING THE LEASE OF TRUST LAND LOCATED UNDER THE JURISDICTION OF THE QUAPAW TRIBE OF OKLAHOMA FOR THE USE OF FARMING AND GRAZiNG AND TO AUTHORIZE THE EXECUTION OF THE LEASE ON BEHALF OF THE QUAPAW TRIBE OF OKLAHOMA

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalf of the Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the lease of the Tribe's 100% interest in Trust/Restricted land to Klint Kinsey in the amount of $14,800.00 annually. Said land is described as:

A parcel of land located in the NW'/..SE%; SYzSE%; Section 4, Lot 4-NE%SEY.;Lot2- E%NEY..SWY.; Lot 3-NWY..SEY.; Lot 5-NEY..SE%; N%NE%; S%NW% in Section 9, Lot 4-NWY..SWY.; SWY.NWY4 in Section 10, all in Township 28 North, Range 23 East, Ottawa County, Oklahoma, containing 506.34 acres m/1, surface only, Johnny Coldspring allotment

NOW THEREFORE BE IT RESOLVED by the Business Committee of the Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorized to execute a lease for the maximum term of years allowable by federal law for the purpose of a Farming and Grazing Lease, and to promote tribal self determination and such other uses as may be determined including commercial operations acceptable to the lessor.

BE IT FURTHER RESOLVED that the Quapaw Tribe of Oklahoma request that the Secretary of the Interior or an authorized representative approve said lease. CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma (0-Gah-Pah) was presented and duly adopted through a telephone/electronic poll of the Quapaw Tribal Business Committee on December 3, 2012, with a vote reflecting 2_ yes, Qno, Q_abstaining, and~ absent.

... ) Thomas Mathews, Vice Chairman Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: December 3, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrative Assistant

SUBJECT MATTER: To Approve Resolution 120312-A Johnny Coldspring Ag Lease Renewal.

SEE ATTACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Chairman Via Email X 12/03/12 3:56pm Thomas Mathews Via Email Vice-Chairman X 12/03/12 4:04 Tamara Smiley-Reeves NO RESPONSE Sec.!Treas. X AS OF 12/03/12 Ranny McWatters, Via Email Member X 12/03/12 3:57pm Florence Marie Mathews, Via Fax Member X 12/03/12 4:45 pm Marilyn Rogers, NO RESPONSE Member X AS OF 12/03/12 T.C. Bear, Via Email Member X 12/03/12 3:58pm

RESULTS: .§ YES; Q NO; Q ABSTAIN;! ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On December 3, 2012 with a vote reflecting §.yes; Q no; Q abstaining; and ~ absent.

DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: December 11,2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrative Assistant

SUBJECT MATTER: To Approve Resolution 121112-A Approving Further Development of Additional Tribal Elder Housing. Also approving the completion and/or signatures of the Limited partnership for "Quapaw Elder Housing Limited Partnership" form, the Limited partnership agreement, the EIN for new partnership obtained and the Carryover Agreement.

SEE ATTACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Via Email Chairman X 12/11/12 1:58pm Thomas Mathews NO RESPONSE Vice-Chairman X AS OF 12/11/12 5:00PM Tamara Smiley-Reeves Via Email Sec./Treas. X 12/11/12 1:52 pm Ranny McWatters, Via Email Member X 12/11/12 3:10 pm Florence Marie Mathews, NO RESPONSE Member X AS OF 12/11/12 5:00PM Marilyn Rogers, Via Email Member X 12/11/12 2:17pm T.C. Bear, NO RESPONSE Member X AS OF 12/11/12 5:00PM

RESULTS:! YES;!! NO;!! ABSTAIN;~ ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On December 11 , 2012 with a vote reflecting 1. yes; Q no; Q abstaining; and ~ absent. FILING FEE: $100.00 .

PRINT CLEARLY

OKLAHOMA CERTIFICATE OF LIMITED PARTNERSHIP

TO: OKLAHOMA SECRETARY OF STATE 2300 N Lincoln Blvd., Room 101, State Capitol Building Oklahoma City, Oklahoma 73105-4897 (405) 521-3912

The undersigned, for the purpose of forming a limited partnership under the provisions of 54 O.S., Section 309, do hereby execute the following Certificate of Limited Partnership:

I. The name ofthe limited partnership is: Quapaw Elder Housing Limited Partnership

(Please Note: The name ofthe limited partnership MUST contain either the wordsLIMITED PARTNERSHIP or the abbreviations L.P. or LP )

2. The address of the office in the State of Oklahoma at which the limited partnership records shall be kept: 5681 S. 630 Road Quapaw 74363

Street Address City Zip Code (P.O. Boxes are NOT acceptable.)

3. The name ofthe registered agent and the street address ofthe registered office in the State of Oklahoma is: John L. Berrey 5681 S. 630 Road Quapaw 74363

Name Street Address City Zip Code (P.O. Boxes are NOT acceptable.)

4. The name and business address of ALL general partners:

Name Address City State Zip Code Quapaw Tribe of Oklahoma (0-Gah-Pah) 5681 S. 630 Road Quapaw Oklahoma 74363 0 through December 31, 2072 5. The term of existence:______

6. Any other matters the general partners determine to include:

SIGNATURES OF ALL GENERAL PARTNERS

.December 2012 Signed and dated this ______day of ______

QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

By: ------Signature (List title if applicable Chairman )

Johri L. Berrey

(Type or Print Name)

Note: The certificate must be signed by all general partners. A certificate being signed on behalf of a corporation shall be signed by the president or by a vice-president and shall not be required to be attested or sealed. (54 O.S., Section 312.A.I & A.4)

(SOS FORM 0028-11/99) ------

OKLAHOMA LIMITED PARTNERSHIP

PROCEDURES FOR COMPLETING THE CERTIFICATE OF LIMITED PARTNERSHIP

This information is intended to aid in the completion of forms to organize a limited partnership pursuant to the provisions of the Revised Uniform Limited Partnership Act. (Title 54, Section 301) PLEASE CONSULT THE STATUTES CAREFULLY.

It may be to your benefit to contact the INTERNAL REVENUE SERVICE concerning federal tax requirements prior to filing with the Secretary of State.

The availability of the proposed limited partnership name may be checked in advance by telephoning the BUSINESS FILING DIVISION ofthe Secretary of State's office directly at (405)- 521-3912. PRIOR to filing the certificate of limited partnership a name may be reserved for a period of sixty ( 60) days by filing a name reservation application and paying a fee of$ I 0.00.

PROCEDURES:

I. Prepare and file with the Secretary of State ONE signed certificate of limited partnership.

2. Pay to the Secretary of State a filing fee of$100.00.

3. Make the check or money order payable to the Oklahoma Secretary of State. The certificate of limited partnership may be mailed or delivered in person to Secretary of State, 2300 N. Lincoln Blvd., Room 101, Oklahoma City, Oklahoma 73105-4897. Documents to be processed IN PERSON must be delivered to the Secretary of State's office between the hours of8:00 a.m. and 4:00 p.m. (Monday-Friday)

INSTRUCTIONS:

A "LIMITED PARTNERSHIP" is a partnership formed by two or more persons under the laws ofthis state and having one or more general partners and one or more limited partners. PERSON means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association or corporation.

I. NAME- The name of the limited partnership MUST contain either the words LIMITED PARTNERSHIP or the abbreviations LP or L.P.

2. SPECIFIED OFFICE - The street address of the office at which the limited partnership records shall be kept must be an address in this state and cannot be a post office address. Rural routes and box numbers are acceptable. 3. REGISTERED AGENT AND REGISTERED OFFICE - All Oklahoma limited partnerships must continuously maintain a registered agent and registered office in this state. The agent may be the domestic limited partnership itself, an individual resident ofthis state, a domestic corporation, limited partnership, limited liability company or a foreign corporation, limited liability company or a limited partnership authorized to transact business in this state. The registered agent accepts service of process in the event of a lawsuit against the limited partnership. The registered office address must be a street address and cannot be a post office address. Rural routes and box numbers are acceptable.

4. GENERAL PARTNER(S) - The name and business address of each general partner.

5. DURATION- Term ofthe existence ofthe limited partnership which may be perpetual.

6. EXECUTION- The certificate oflimited partnership must be signed by all general partners. A certificate signed on behalfofa corporation shall be signed by the president or by a vice-president and shall not be required to be attested or sealed.

7. EFFECTIVE DATE - A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership.

(SOS FORM 0043-11 /99) LIMITED PARTNERSHIP AGREEMENT OF QUAPAW ELDER HOUSING LIMITED PARTNERSHIP

This Limited Partnership Agreement, made and entered into as of December __, 2012, by and between QUAPAW TRIBE OF OKLAHOMA (0-Gah-Pah), a federally recognized Indian tribe (the "General Partner"), and JOHN L. BERREY (the "Initial Limited Partner") and such other persons as named on Exhibit A attached hereto that may later sign an amendment to this Agreement as additional Limited Partners (the "Limited Partners").

1. FORMATION OF LIMITED PARTNERSHIP

The parties hereby form a limited partnership under the provisions of the Uniform Limited Partnership Act of 2010 of the State of Oklahoma and the rights and liabilities of the Partners shall be as provided in that Act except as herein otherwise expressly provided.

2. NAME

The business of the Partnership shall be conducted under the name of Quapaw Elder Housing Limited Partnership or such other name as the General Partner shall hereafter designate in writing to the Limited Partners.

3. DEFINITIONS

Wherever used in this Agreement, unless another meaning is explicitly indicated by the context:

3 .1. "Accountants" means such firm of certified public accountants as may be selected by the General Partner as accountants to the Partnership.

3.2. "Affiliate" or "Affiliated Person" means, when used with reference to a specified Person, any of the following Persons: (i) any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person, (ii) any Person that is an officer, partner or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity, (iii) any Person that directly or indirectly is the beneficial owner of 10 percent or more of any class of equity securities of, or otherwise has a substantial beneficial interest in, the specified Person or of which the specified Person is directly or indirectly the owner of 10 percent or more of any class of equity securities or in which the specified Person has a substantial beneficial interest or (iv) any grandparent, parent, spouse, sibling, child or grandchild of the specified person or of any sibling of the specified person.

fb.us.880258 L 01 3.3. "Agreement" means this Limited Partnership Agreement as amended, modified or supplemented from time to time.

3.4. "Attorneys" means such firm or firms of attorneys as may be selected by the General Partner as attorneys to the Partnership.

3.5. "Capital Account" has the meaning set forth in Paragraph 7.2.

3.6. "Code" means the Internal Revenue Code of 1986, as amended, or corresponding provisions of future law.

3.7. "Excess Net Cash Receipts" of the Partnership means the gross cash proceeds of the Partnership other than proceeds from the refmancing or sale, exchange or other disposition of all or substantially all the assets of the Partnership, less the portion thereof used to pay or establish reserves for Partnership expenses, debt payments, capital improvements, replacements, and contingencies, all as determined by the General Partner. It shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances, but shall be increased by any reduction of reserves as determined by the General Partner.

3.8. "General Partner" means Quapaw Tribe of Oklahoma (0-Gah-Pah), and each other Person who shall hereafter be admitted to the Partnership as a General Partner, in the capacity as General Partner.

3.9. "General Partnership Interest" means a Partnership Interest held by a General Partner in the capacity as General Partner.

3.10. "Limited Partner" means each of the Persons named on Exhibit A and each other person who shall hereafter be admitted to the Partnership as a Limited Partner, in the capacity as Limited Partner.

3.11. "Limited Partnership Interest" means a Partnership Interest held by a Limited Partner in the capacity as Limited Partner.

3.12. "Low-Income Credit" means any low-income housing tax credits allowed to the Partnership and its Partners under Section 42 of the Code as a result of the Partnership's ownership of the Property.

3.13. "Partner" means any General Partner or any Limited Partner, where no distinction is required by the context in which the term is used.

3.14. "Partnership" means the limited partnership formed pursuant to this Agreement.

3.15. "Partnership Interest" or "Interest" means a Partner's share of the profits and losses of the Partnership and the right to receive distributions of the

2 Partnership's assets on dissolution, with appurtenant rights, powers and privileges, all as set forth herein.

3.16. "Person" means any individual, partnership, corporation, trust or other entity.

3.17. "Property" means the leasehold interest in land and buildings described in the attached Exhibit B.

3.18. "Substitute Limited Partner" has the meaning set forth in Paragraph 13.3.

3.19. "Substitute General Partner" has the meaning set forth in Paragraph 14 .1.

3.20. "Tax Exempt Entity Partner" has the meaning set forth in Paragraph 8.6.

3.21. "Tax Matters Partner" has the meaning set forth in Paragraph 10.4.

4. PURPOSE

4.1. Purposes. The purpose and character of the business of the Partnership is:

a) To construct, hold, operate, sell, dispose of and otherwise deal exclusively with the Property in Quapaw, Oklahoma;

b) To (i) provide Limited Partners with Low-Income Credits that they may use to offset their federal income tax liability; (ii) allocate passive losses to the individual Limited Partners to offset passive income that they may realize from rental real estate investments and other passive income that they may realize from other passive activities and to offset other income upon disposition of their entire interest in the Partnership; and (iii) allocate passive losses to corporate Limited Partners to offset active business income;

c) Preserve and protect the Partnership's capital;

d) To provide, to the extent feasible, distributions of cash to the Limited Partners from the operations of the Property and from the proceeds of a sale or refinancing of the Property;

e) To acquire any other property, real or personal, in fee or by lease, or any rights therein, as may be necessary or appropriate for the purposes of the Partnership;

f) To borrow money and secure the same with an interest in the Property in furtherance of any and all of the purposes of the Partnership;

g) To refmance or sell all or part of Property as the Partnership shall deem appropriate; and

3 h) To carry on any other activity reasonably incidental to the foregoing, and any other lawful act not contrary to this Agreement.

4.2. Scope ofPartners' Authority. Except as specifically provided in Article 10, no Partner shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, the other Partners or the Partnership. Neither the Partnership nor any Partner shall be responsible or liable for any indebtedness or obligation of any other Partner, whether incurred before or after the date of this Agreement, except as specifically provided herein. This Agreement shall not be deemed to create a partnership between the Partners with respect to any activities whatsoever other than those activities which are within the scope and business purpose of the Partnership as set forth in Paragraph 4.1 of this Agreement.

5. NAMES AND ADDRESSES OF PARTNERS

The names and addresses of the Partners and their designation as General Partner and Limited Partner are:

5.1 . General Partner.

Quapaw Tribe of Oklahoma (0-Gah-Pah) 5681 S. 630 Road P.O. Box 765 Quapaw, Oklahoma 74363

5.2. Limited Partners. As set forth on Exhibit A.

6. TERM; BUSINESS ADDRESS; AGENT

6.1. Term. The term ofthe Partnership shall be perpetual, unless sooner terminated as hereinafter provided.

6.2. Designated Office. The designated office of the Partnership shall be 5681 S. 630 Road, Quapaw, Oklahoma 74363. The General Partner may from time to time change the location of the designated office of the Partnership and, in such event, the General Partner shall give notice to the Partners at least twenty days prior to the effective date of such change.

6.3. Agent for Process. The name and address of the agent for service of process on the Partnership shall be John L. Berrey, 5681 S. 630 Road, P.O. Box 765, Quapaw, Oklahoma 74363.

4 7. PARTNERSHIP CAPITAL CONTRffiUTIONS

The capital of the Partnership shall be contributed by the Partners as follows:

7 .1. Capital Contributions and Partnership Interests. The capital contributions and Partnership Interests of the Partners shall be as set forth in Exhibit A.

The Initial Limited Partner has contributed as its initial and sole capital contribution, the amount set forth in Exhibit A and is credited with the Partnership Interest set forth in Exhibit A. Upon admission of the frrst additional Limited Partner the Partnership Interest of the Initial Limited Partner shall be redeemed by payment to the Initial Limited Partner of an amount equal to his capital contribution.

The obligations of each Limited Partner to make capital contributions shall be evidenced by a promissory note (the "Investor Note") in the aggregate amount of the capital contributions required to be made by such Limited Partner under this Paragraph 7.1 (other than the payment due on admission to the Partnership executed and delivered by such Limited Partner and payable to the order of the Partnership).

As security for payment of the unpaid portion of his capital contribution, each Limited Partner hereby pledges to the Partnership and grants the Partnership a security interest in all of his Limited Partnership Interest as further security for his obligation to make all capital contributions evidenced by the Investor Note, and agrees that the Partnership shall have, in addition to the rights provided for herein, all of the rights and remedies of a secured party under the Uniform Commercial Code of Oklahoma with respect to the Limited Partnership Interest in the event of the failure of the Limited Partner to make his capital contributions when and as provided herein, in whole or in part. Each Limited Partner hereby specifically (a) approves and consents to the assignment of such a security interest by the Partnership to any party making loans to the Partnership and (b) consents to the assignment, pledge, or transfer by the Partnership of Investor Notes to persons making loans to the Partnership.

In the event the Limited Partner fails to make any payment of capital contributions required under this Paragraph 7.1 within the notice and cure period specified in the Investor Note, then, in such event, the General Partner may exercise, in their discretion except for the rights of holders of security interests in said Investor Notes or for assignees of said Investor Notes as provided below, any or all of the following rights on behalf of the Partnership, singly or cumulatively to the extent permitted under applicable law, provided that the Partnership shall not be entitled to double recovery:

5 ------

a) Purchase or assign the partnership rights or obligations of the Limited Partners pursuant to the provisions of subparagraphs (A) and (B) below of this Paragraph 7.1; or

b) Exercise its remedies as a secured party against the Limited Partner in accordance with the Uniform Commercial Code of the State of Oklahoma pursuant to the security agreement set forth above; or

c) In addition to the other remedies provided herein, charge the Limited Partner interest in accordance with the terms of the Investor Note as set forth therein for delinquent payments; or

d) Pursue any other available remedy against the Limited Partner at law or in equity to enforce such payment. In accordance with the above, the General Partner may elect:

A. To purchase such Partnership Interest; provided, that Limited Partners have previously received a thirty (30) day written notice of such default. The purchase price for such Partnership Interest shall be in an amount equal to fifty percent (50%) of the balance of the Capital Account of the defaulting Limited Partner (the "Defaulting Partner") and shall be payable to him on or prior to the thirtieth (30th) day next following the date on which the General Partner, or their assignees, exercises this option to purchase such Partnership Interest. In no event shall any purchase price be less than One Dollar ($1.00). Any person purchasing any Partnership Interest pursuant to this Paragraph shall become the owner thereof and shall assume in writing all the obligations of the Defaulting Partner with respect thereto effective as of the date upon which such Partnership Interest becomes subject to purchase, and shall pay to the Partnership, at the time or times, and subject to the terms and provisions provided for in this Paragraph 7.1 the installment payments required to be made with respect to such Partnership Interest so purchased. The assignment of any Partnership Interest pursuant to this Paragraph shall be effective as of the date upon which such Partnership Interest becomes subject to purchase, automatically upon payment of the purchase price therefore, without the necessity of any action on the part of the Defaulting Partner. The Limited Partner agrees that if all or any portion of his Partnership Interest is purchased pursuant to this Paragraph he will execute all instruments required by the Partnership or the Purchasing Partner for the purpose of confirming or evidencing the assignment of such Partnership Interest. In recognition of the limited marketability of such defaulted Partnership Interest,

6 the Limited Partner agrees that the procedure outlined in this Paragraph is a commercially reasonable manner of disposition upon default. The Defaulting Partner shall be and remain liable for the full amount of any further or additional capital contribution or contributions payable with respect to any of his Partnership Interest if the General Partner, or their assignee, declines to purchase such Partnership Interest with the result that capital contributions with respect to such Partnership Interest are not paid.

B. To fund the Defaulting Partner's share from persons or entities outside the Partnership and reallocate the Partnership Interest of the Defaulting Partner so that his percentage interest in the Partnership will be reduced to reflect his failure to make the aforesaid contribution and the person or entities coming into the Partnership by making such contribution shall be allowed a percentage interest in the Partnership to reflect such contribution; provided, however, that in any instance where outside persons or entities are brought into the Partnership in the above manner, such persons or entities shall be deemed Substitute Limited Partners, subject to the provisions of Article 13 hereof.

7.2. Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with the provisions of Section 704(b) of the Code and the Treasury Regulations thereunder (or corresponding provisions of future law). Without limiting the generality of the foregoing, the Capital Account of each Partner shall be increased by (i) the amount of any contribution such Partner makes to the capital of the Partnership pursuant to Article 7; (ii) the fair market value of property contributed by such Partner to the Partnership, net of liabilities attached to such property which the Partnership assumes or to which the property is subject; and (iii) the share of Partnership income and gains (including income and gains exempt from tax) allocated to such Partner under the provisions of Article 8; and shall be decreased by (i) any distribution made by the Partnership to such Partner pursuant to the provisions of Article 9; (ii) the fair market value of any property distributed to such Partner by the Partnership net of liabilities attached to such property which such Partner assumes or to which such property is subject; and (iii) the share of Partnership losses and deductions (including any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as such expenditures pursuant to Treasury Regulation§ 1.704-l(b)(2)(iv)(i)) allocated to such Partner under the provisions of Article 8.

Pursuant to the requirements of Treasury Regulation § 1.704-l(b)(iv)(b), each Partner shall have only one Capital Account, regardless of the number of Units

7 such Partner holds. Provided, however, that solely for purposes of determining allocations or distributions under Articles 8 and 9, a Partner's Capital Account in respect of General Partnership Units shall be computed separately from his Capital Account in respect of Limited Partnership Units.

Upon the occurrence of a contribution to or distribution from the Partnership or as otherwise permitted, the General Partner, in their discretion, may increase or decrease the Capital Accounts of the Partners to reflect a revaluation of Partnership property on the Partnership's books, and, in that event, allocations of Partnership income, gain, loss and deduction (and items thereof) shall, for all purposes of this Section 7.2 be determined in the manner provided in Section 704(b) or Section 704( c) of the Code, as the case may be, and the Treasury Regulations thereunder. The General Partner may also, in their discretion and consistent with Section 704(b) and Section 704( c) of the Code and the Treasury Regulations thereunder, make all other elections relating to the adjustments of Partners' Capital Accounts.

This Paragraph 7.2 and the other provisions of this Agreement relating to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent with Section 704(b) of the Code and the Treasury Regulations thereunder (or corresponding provisions of future law) and the economic sharing of profits and losses of the Partnership contemplated hereunder by the Partners. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases thereto are computed in order to comply with Section 704(b) and the Treasury Regulations thereunder, the General Partner may make such modifications, provided that they are not likely to have a material effect on the amounts distributable to any Partner pursuant to Article 17 hereof upon liquidation of the Partnership.

7.3. No Right to Return of Contributions. The Partners shall have no right to the withdrawal or the return of their respective contributions to the capital of the Partnership except to the extent a distribution is treated as a return of capital pursuant to Paragraph 9.3 or upon liquidation of the Partnership pursuant to Paragraph 17.3.

7.4. No Interest on Capital. No interest shall be paid by the Partnership on the initial or any subsequent contributions to the capital of the Partnership.

7.5. Additional Capital. If the General Partner, at any time or from time to time, determines that the business of the Partnership requires capital in addition to that already contributed by the Partners, the General Partner may, in its discretion:

8 a) Obtain such additional capital, in whole or in part, by borrowing in accordance with the provisions of this Agreement; or

b) Obtain such additional capital, in whole or in part, by contributing the additional capital, provided that the Partnership Interests of the Limited Partners are not affected thereby.

The Limited Partners shall not be obligated to make any additional contributions to the capital of the Partnership, other than the contribution required under Paragraph 7.1, or to make any loans or to pay any assessments to the Partnership.

7.6. Transferee Succeeds to Transferor's Capital Account. If any Partner transfers all or a part of his Interest in the Partnership, including a transfer pursuant to Paragraph 13.6, the transferee Partner shall succeed to the Capital Account of the transferor Partner to the extent of the Interest transferred, in accordance with Treasury Regulation§ 1.704-1(b)(2)(iv)(l).

7. 7. Loans to Partnership. The Partners may voluntarily make loans to the Partnership from time to time, as authorized by the General Partner, in excess of its contributions to the capital of the Partnership, and any such loans shall not be treated as contributions to the capital of the Partnership for any purpose hereunder, nor entitle such Partner to any increase in his share of the profits and losses or the cash distributions of the Partnership. The Partnership shall be obligated to such Partners for the amount of any such loans, with interest thereon at the rate agreed upon by the Partner and the General Partner.

7.8. Creditor's Interest in Partnership. No creditor who makes a non-recourse loan to the Partnership shall have or acquire at any time as a result of making such a loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a creditor.

8. ALLOCATIONS

The Partners agree that the income, gains, losses, deductions and credits of the Partnership shall be allocated as follows:

8.1. Computation of Income, Gains, Losses, Deductions and Credits. All income, gains, losses, deductions and credits of the Partnership shall be computed as of the end of each fiscal year in accordance with the accrual method of accounting, which shall be followed by the Partnership for federal income tax purposes.

8.2. Allocation of Income, Gains, Losses, Deductions and Credits Other Than Gain or Loss on a Sale of the Property. The income, gains, losses, deductions and credits of the Partnership for each fiscal year for book purposes, whether

9 taxable or nontaxable, other than any gain or loss realized upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership, shall be allocated to the Partners as follows and their Capital Accounts shall be increased or reduced in accordance with Paragraph 7.2:

a) Ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners, ratably in accordance with their Interests; and

b) One-hundredth percent (.01 %) to the General Partner.

8.3. Allocation of Gain From the Sale Exchange, or Other Disposition of the Property. Gain from the sale, exchange or other disposition of all or substantially all of the assets of the Partnership shall be allocated to the Partners as follows and their Capital Accounts shall be increased in accordance with Paragraph 7.2:

a) First, to the Partners, ratably according to the negative balances in their respective Capital Accounts, in an amount equal to the aggregate negative balances in their Capital Accounts;

b) Second, ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners, ratably in accordance with their Interests, and one-hundredth percent (.01 %) to the General Partner.

8.4. Loss on the Sale, Exchange or Other Disposition of the Property. Loss on the sale, exchange or other disposition of all or substantially all of the assets of the Partnership shall be allocated to the Partners as follows and their Capital Accounts shall be reduced in accordance with Paragraph 7.2;

a) First, to the Partners, ratably according to the credit balances in their respective Capital Accounts, in an amount equal to the aggregate credit balances in their Capital Accounts; and

b) The remainder, ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners, ratably in accordance with their interests, and one-hundredth percent (.01 %) to the General Partner.

8.5. Negative Capital Account Balances. The General Partner shall restore any negative balance in its Capital Account on liquidation of the Partnership in accordance with Treasury Regulation§ 1.704-l(b)(2)(ii)(b)(3). If any Limited Partner has a negative Capital Account after the liquidation of the Partnership, he shall not be obligated to contribute capital in the amount of such deficit.

8.6. Limitation on Loss Allocations. Anything to the contrary contained in this Article 8 notwithstanding:

10 a) "Partnership Minimum Gain" within the meaning of Treasury Regulation §§ 1.704-2(b)(2) and (d) means an amount of gain that would be realized by the Partnership on the disposition of any Partnership property subject to non-recourse indebtedness (within the meaning of Treasury Regulations§ 1.752-1(a)), equal to the amount by which such non-recourse indebtedness exceeds the adjusted tax basis (or book value, if the property has been properly entered on the books of the Partnership at a value different from its then adjusted tax basis) of such property. If for any Partnership fiscal year, there is a net decrease in Partnership Minimum Gain, each Partner shall be allocated items of Partnership income and gain in accordance with Treasury Regulation § 1.704-2(f)(1) (a "Minimum Gain Chargeback") for such year (and, if necessary, for subsequent years) in an amount equal to such Partner's share of the net decrease of Partnership Minimum Gain during such year (determined in accordance with Treasury Regulations § 1.704-2(g)(2). This Paragraph 8.6.a is intended to comply with Treasury Regulation § 1.704-2(f) and shall be interpreted consistently therewith. b) Losses shall not be allocated to a Limited Partner if such allocation of losses would cause such Limited Partner to have a negative balance in its Capital Account in excess of the sum of (i) the amount such Limited Partner is obligated to restore under this Agreement and (ii) the amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences ofTreasury Regulations§§ 1.704-2(g)(1) and (i)(5). c) If any Limited Partner at any time unexpectedly receives any adjustment, allocation or distribution described m Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1. 704-1 (b )(2)(ii)( d)( 6) and if such adjustment, allocation or distribution results in a deficit balance in the Limited Partner's Capital Account in excess of the sum of (i) the amount such Limited Partner is obligated to restore under this Agreement and (ii) the amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations §§ 1.704-2(g)(1) and (i)(5), then items of Partnership income and gain shall be specially allocated to such Limited Partner so as to eliminate as quickly as possible, to the extent required by Treasury Regulation § 1.704-1(b)(2)(ii)(d), the negative balance in its Capital Account. d) Any allocation to a Partner under Section 8.6.a, 8.6.b or 8.6.c (a "Regulatory Allocation") shall be taken into account in determining subsequent allocations so that the net amount of Regulatory Allocations and all other items allocated under the provisions of this Article 8 shall,

11 ------·------

to the extent possible, be equal to the net amount that would have been allocated to such Partner under the provisions of this Article 8 if no Regulatory Allocation had been made.

e) Notwithstanding any other provision in this Agreement:

(1) Quapaw Tribe of Oklahoma (0-Gah-Pah) ("Tax Exempt Entity Partner") shall be allocated precisely one hundredth of one percent (.01 %) of the income, gains, losses, deductions and credits of the Partnership during the entire period it is a Partner. This provision is intended to comply with the definition of qualifying allocation set forth in Section 168(h)(6)(B) of the Code.

(2) If the Partnership Interests owned by the Tax-Exempt Entity Partner (or any successors who are Tax-Exempt Entity Partners) changes due to the sale or redemption of the Partnership Interest of the Tax-Exempt Entity Partner or any portion thereof, the contribution of property or cash by such Tax-Exempt Entity Partner to the Partnership, or a default by such Tax-Exempt Entity Partner under this Agreement, the allocations shall be adjusted in proportion to such change in the manner that the allocations contrive to meet the definition of qualifying allocation set forth in Section 168(h)(6)(B) of the Code.

8.7. Proration of Allocations. All income, gains, losses, deductions and credits for a fiscal year allocable with respect to any Partner whose Partnership Interest may have been transferred, forfeited, reduced or changed during such year shall be allocated based upon the varying interests of the Partners throughout the year. The precise manner in which such allocation shall be made shall be determined by the General Partner and shall be a manner of allocation permitted to be used for federal income tax purposes.

8.8. Liquidation of Partnership Interest. If the Partnership Interest of any Partner is liquidated, either in whole or in part, at any time other than as set forth in Article 17 and other than by the purchase of the Partnership Interest by the Partnership or by one or more Partners in accordance with the provisions of Treasury Regulation § 1. 704-1 (b )(2)(ii)(b)(3) , the liquidating distribution shall be made in accordance with the balance in the Partner's Capital Account, in accordance with the regulations under Section 704 of the Code, taking into account the allocations that would have been made to Partners pursuant to this Article 8 if all Partnership assets had been sold for their fair market value immediately prior to such liquidating distribution.

12 8.9. Consent to Allocation. Each Partner expressly consents to the methods provided herein for the allocation of Partnership profits and losses.

8.1 0. Tax Allocations. In accordance with Section 704( c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its fair market value as of the date of contribution.

In the event any Partnership asset is adjusted as a result of a revaluation pursuant to Paragraph 7 .2, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and fair market value as of the date of such revaluation in the same manner as under Section 704(c) of the Code and the Regulations thereunder.

Any election or other decision relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Paragraph 8.10 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of income, profits, gains, losses, expenses, deductions, credits or other items or distributions pursuant to any provisions of this Agreement.

9. DISTRIBUTIONS

9.1. Distributions of Excess Net Cash Receipts. Distributions of Excess Net Cash Receipts to the Partners shall be made for each fiscal year of the Partnership at the end of such fiscal year as follows:

a) Ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners, ratably in accordance with their Interests, and

b) One-hundredth percent (.01 %) to the General Partner.

9.2. Other Cash Distributions.

a) Distribution of any net proceeds upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership shall be made in accordance with the provisions ofParagraph 17.3.

b) Distribution of any net proceeds upon the refmancing of all or substantially all of the assets of the Partnership, after the payment of all obligations of the Partnership then due, including any debt or fees owed

13 to the General Partner or Affiliates, shall be distributed to the Partners as follows:

(i) Ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners, ratably in accordance with their Interests; and

(ii) One-hundredth percent (.01 %) to the General Partner.

9.3. Designation of Character of Distributions. At the time of making any distribution to the Partners under Paragraphs 9.1 and 9.2, the General Partner shall determine what portion of such distribution, if any, is a return of the capital of the Partnership. The General Partner shall advise the Partners of any such determination at the time it transmits the annual report to the Partners as provided in Paragraph 12.4.

10. MANAGEMENT AND OPERATION OF BUSINESS

10 .1. Management of the Partnership. The General Partner shall have control of the conduct, operation and management of the business of the Partnership. The General Partner shall manage the affairs of the Partnership in a prudent and businesslike fashion and shall use their best efforts to carry out the purposes and character of the business of the Partnership. The General Partner shall devote such time as it deems necessary to the management of the business of the Partnership. Notwithstanding the foregoing, the General Partner shall operate and manage the Property consistently with the requirements of Section 42 of the Code in order to obtain for the Limited Partners the benefits of the Low-Income Credit.

10.2. Powers. The General Partner shall have all necessary powers to carry out the purposes and business of the Partnership and shall possess all of the powers and rights of a Partner in a partnership without limited partners except as otherwise provided by law or expressly provided in this Agreement. Without limiting the foregoing, in addition to any other rights and powers which the General Partner may possess, the General Partner shall, subject to Paragraph 10.3, have all specific rights and powers required or appropriate to the management of the business of the Partnership, and only the General Partner shall have these rights and powers including, without limitation, the following:

a) To make all necessary and appropriate arrangements for the acquisition of the Property consistent with and contemplated by the Partnership purposes set forth herein;

b) To borrow money and, if security is required therefor, to mortgage or subject to any other security interest or device any portion of the assets of the Partnership, to obtain replacements of any mortgage or other

14 security interest or device and to prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security devices, all on such terms and in such amounts as the General Partner, in their discretion, deem to be in the best interests of the Partnership;

c) To deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in any manner consistent with the provisions of this Agreement, including commingling with other accounts;

d) To hold record title to assets of the Partnership in the name or names of a nominee or nominees for any purpose convenient or beneficial to the Partnership;

e) To bring and defend actions at law or at equity;

f) To employ persons in the operation and management of the Partnership's business;

g) To enter into, execute, and carry out contracts and agreements and any or all documents and instruments and to do and perform all such other things as may be in furtherance of Partnership purposes when necessary or appropriate to the conduct of Partnership activities; and to execute, acknowledge and deliver any and all instruments which may be deemed necessary or convenient to effect the foregoing;

h) To acquire and enter into any contract of insurance which the General Partner deem necessary and proper for the protection of the Partnership or for any purpose beneficial to the Partnership;

i) To retain or employ from time to time at the Partnership's expense persons, firms or corporations (whether or not affiliated with any General Partner) for the operation and management of the business of the Partnership, including Accountants, Attorneys, and property managers, all on such terms and for such compensation as the General Partner shall determine;

j) To lend money to the Partnership, to secure said loans with a mortgage on Partnership assets and to be considered a secured creditor with respect to such loans; and

k) Any and all other lawful acts incident to or in connection with the foregoing or the business of the Partnership.

10.3. Restrictions on Authority of General Partner. In addition to other acts expressly prohibited or restricted by this Agreement or by law, the General

------Partner shall have no authority to act on behalf of the Partnership and IS expressly prohibited from the following:

a) Doing any act in contravention of this Agreement;

b) Doing any act which would make it impossible to carry on the ordinary business of the Partnership, other than as permitted in this Agreement;

c) Seizing Partnership property or assigning the rights of the Partnership and specific Partnership property for other than a Partnership purpose;

d) Admitting a person as a Limited Partner except as provided in this Agreement;

e) Performing any act (other than an act required by this Agreement or an act taken in good faith or in reliance upon counsel's opinion) which would, at the time such act occurred, subject any Limited Partner to liability as a general partner in any jurisdiction.

10.4 . Tax Matters Partner. The General Partner shall serve as Tax Matters Partner for Federal income tax purposes. If on advice of counsel, the Tax Matters Partner determines that it is in the best interest of the Partners that the fmal results of any administrative proceedings be appealed by the institution of legal proceedings, the Tax Matters Partner is hereby authorized to commence such legal proceedings in such forum as it, on advice of counsel, determines to be appropriate. In the event the Tax Matters Partner selects a forum for appeal in which it is required to deposit a proportionate share of any disputed tax before making such appeal, it must obtain the consent of 50 percent by Interest of the Limited Partners. If such consent is obtained, each of the Partners (General and Limited) will be required to deposit and pay his proportionate share of such disputed tax before participating in such appeal. The Partners acknowledge that such deposit under current law does not earn interest and that the failure so to deposit may preclude a Partner from pursuing any other sort of appeal by court action. The General Partner shall also be responsible for supervising the preparation of the annual tax audit and tax return and the preparation of all reports required by the Oklahoma Housing Finance Agency or the limited partner investor regarding tax credit compliance. The Tax Matters Partner shall not be liable to any other Partner for any action taken with respect to any tax matter so long as the Tax Matters Partner is not grossly negligent or guilty of willful misconduct. Any costs paid or incurred by the Tax Matters Partner in connection with its activities in such capacity shall be reimbursed by the Partnership. Each Partner acknowledges that any cost he may incur in connection with an audit of his income tax return, including an audit of his investment in this Partnership, is such Partner' s sole responsibility and obligation; and neither the Partnership, or any General Partner, including

16 the Tax Matters Partner, shall be liable to any Partner for reimbursement or sharing of any such costs.

10.5. Other Businesses of Partners. Each Partner may engage in and possess interests in other business ventures of every nature and description, independently or with others, including any aspect of the real estate business (including without limitation, ownership, operation, management, design, construction, rehabilitation, development, brokerage and sales of real estate). Neither the Partnership nor any Partner shall have any right in such independent ventures of a Partner or to the income or property derived therefrom.

10.6. Transactions with Affiliates. The Partnership may employ or transact business on a bona fide arms length basis with any person notwithstanding the fact that the person may be an Affiliate of a Partner. The rates, terms and conditions of transactions with any Partner or Affiliate shall not exceed, or be less advantageous to the Partnership than, fair market rates, terms and conditions.

10.7. Restrictions on Partners. Each Partner shall be subject to the following restrictions in the performance of his duties and obligations under this Agreement:

a) Except as otherwise specified in this Agreement, no Partner shall have the right to incur any liability on behalf of another Partner or the Partnership, or to bind any of them to any contract or obligation without the approval of the General Partner.

b) No Partner shall receive any credit, rebate or commission without fully disclosing the same and obtaining the approval of the Partners.

c) No Partner shall submit to another Partner any contract or purchase agreement in which such Partner or the Partnership contracts with any party which is an Affiliate of such Partner without disclosing to all Partners that the party is an Affiliate.

d) No Partner shall institute any legal proceeding or suit on behalf of the Property without obtaining in each case the prior approval of the General Partner. If legal action seems advisable in the opinion of a Partner, the Partner shall promptly propose such action to all the Partners, stating the circumstances surrounding such proposal. Thereupon the General Partner shall: investigate the circumstances surrounding the proposal; report to all the Partners the results of its investigation; and recommend to all the Partners a course of action. If any claims, demands, suits or legal proceedings are made, instituted or threatened against any Partner or the Partnership arising out of the Property or the Project, any Partner having knowledge of such claims,

17 demands, suits or legal proceedings shall promptly give notice thereof to all the Partners and all information in his possession relating to such matter. Thereupon the General Partner shall: investigate the circumstances; report to all the Partners the results of their investigation; and recommend to all the Partners a course of action. Each Partner shall at all times assist the Partnership in the prosecution of claims by the Partnership and the defense of claims against the Partnership.

10.8. Indemnity of Partners.

a) Any Partner (an "Indemnifier") who willfully and knowingly violates any of the terms, provisions or conditions of this Agreement or who commits any grossly negligent act or omission relating to the performance of his obligations hereunder or in his role as a Partner shall indemnifY and hold harmless the Partnership and the other Partners (the "Non-Indemnifiers") from any and all claims, demands, actions, damages and expenses (including reasonable attorneys' fees) which may be brought against or offered by such Non-Indemnifiers as a consequence of such violation, act or omission.

b) Should any Partner be obligated to pay any amount as a consequence of any liability incurred by or properly belonging to the Partnership and where such liability does not arise out of any willful and knowing violation of the terms, provisions or conditions of this Agreement by such Partner or any grossly negligent act or omission of such Partner, then such Partner shall be entitled to indemnification with respect to such amount (and any expenses related thereto including reasonable attorneys' fees) from the Partnership.

c) The obligations of the Partners or any parties related thereto pursuant to any agreements or contracts entered into with the Partnership (whether or not such agreements are referred to herein) shall be separate and distinct from their obligations hereunder and any default or failure of performance with respect to such separate agreements or contracts, unless otherwise specified in this Agreement, shall have the consequences provided for in such separate agreements or contracts or by applicable law and shall not constitute a breach hereunder.

10.9. Compensation of Partners. The General Partner shall be reimbursed with Partnership funds for any expenditure of its own funds for expenses properly incurred on behalf of the Partnership. The Partnership shall pay the General Partner or the person (including an Affiliate) performing management services for the Partnership an annual management fee and an annual maintenance fee as agreed to by the Partnership and the General Partner. The General Partner

18 shall receive a developer fee in an amount to be agreed upon by the Partnership and the General Partner. The General Partner shall not receive any other compensation from the Partnership except as may be provided in this Agreement.

11. PROVISIONS APPLICABLE TO LIMITED PARTNERS

The following provisions shall apply to the Limited Partners, and the Limited Partners hereby agree thereto:

11 .1. Liability. The Limited Partners shall be liable with respect to the Partnership only to the extent of the amount of the contribution to capital made or agreed to be made by such Limited Partners as provided in Paragraph 7.1. No Limited Partner shall have any personal liability whatsoever, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses beyond the amount of such contribution to capital. No Limited Partner shall be liable (i) as a general partner unless, in addition to the exercise of his rights and powers as a Limited partner, he takes part in the management or control of the Partnership's business, or (ii) to the Partnership or to a General Partner, as the case may be, unless a liability of the Partnership or a General Partner is founded upon the unauthorized activity of such Limited Partner in attempting to take part in the control of the Partnership's business.

11 .2. No Participation in Control or Management. Subject to the rights of the Limited Partners set forth in this Agreement, no Limited Partner shall take any part or participate in the conduct of, or have any control over, the business of the Partnership, and no Limited Partner shall have any right or authority to act for or to bind the Partnership in his capacity as Limited Partner.

11.3. Death or Incapacity. The death, legal incapacity or bankruptcy of a Limited Partner shall not cause the termination of the Partnership, but the rights of said deceased, incapacitated or bankrupt Limited Partner to share in the profits and losses of the Partnership, to receive distributions of Partnership funds and to assign a Partnership interest pursuant to Article 13 shall, on the happening of such an event and subject to the provisions of Articles 13 and 14, devolve upon his personal representative, guardian or trustee. The estate of the deceased, incapacitated or bankrupt Limited Partner, as the case may be, shall be liable for all the obligations of the deceased or incapacitated Limited Partner. However, in no event shall such personal representative, guardian or trustee become a substitute Limited Partner, except in accordance with Articles 13 and 14.

19 11.4. Consent. To the fullest extent permitted by law, the Limited Partners hereby consent to the exercise by the General Partner of all of the rights and powers conferred on the General Partner by this Partnership Agreement.

11.5. Acknowledgment. Each of the Limited Partners acknowledges that he has made an investigation of the pertinent facts relating to the compensation and other payments to the General Partner (or any Affiliate) to the extent he deems necessary in order to be fully informed with respect thereto.

11.6. Power of Attorney. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner with full power of substitution, their true and lawful attorney-in-fact, in their name, place and stead to make, execute, sign, acknowledge, record and file, on behalf of them and on behalf of the Partnership, the following:

a) A Certificate of Limited Partnership, a Certificate of Doing Business Under an Assumed Name, and any other certificates or instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of Oklahoma and any other jurisdiction whose laws may be applicable;

b) A Certificate of Cancellation of the Partnership and such other instruments or documents as may be deemed necessary or desirable by the General Partner upon the termination of the Partnership's business pursuant to Article 17;

c) Any and all amendments and restatements of the instruments described in subparagraphs a and b above, provided such amendments are either required by law to be filed, or are consistent with this Agreement (including, without limitation, any amendments admitting or substituting assignees of Partnership Interests as Limited Partners, forfeiting the Partnership Interests of Limited Partners in accordance with this Agreement, or admitting or substituting additional or successor General Partner) or have been authorized by the particular Limited Partner or Limited Partners;

d) Any and all such other instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this agreement in accordance with its terms.

The foregoing grant of authority is a Special Power of Attorney coupled with an Interest, is irrevocable, shall survive the death or incapacity of the Limited Partner granting the power and shall survive the delivery of an assignment by a Limited Partner of the whole or any portion of its Limited Partnership Interests. The Power of Attorney may be exercised by any General Partner on behalf of each Limited Partner by a facsimile signature or by listing all of the Limited Partners executing any

20 instrument with a single signature as attorney-in-fact for all of them.

12. BOOKS OF ACCOUNT AND REPORTS

12.1. Books of Account. The General Partner shall keep complete and accurate accounts of all transactions of the Partnership in proper books of account and shall enter or cause to be entered therein a full and accurate account of each and every Partnership transaction in accordance with the accrual method of accounting consistently applied. The books and records of the Partnership shall be closed and balanced as of the end of each fiscal year. The books of account and other records of the Partnership shall at all times be kept at the place of business of the Partnership and each of the Partners shall have access to and may inspect and copy any of such books and records at all reasonable times.

12.2. Accounting Practices. The books of account of the Partnership shall be kept on the accrual method consistently applied. The fiscal year and tax year of the Partnership shall be the calendar year. The General Partner shall have the authority to designate and retain Accountants to assist in the maintenance and preparation of such books, records and reports as the General Partner deems desirable.

12.3. Bank Accounts. The Partnership shall maintain bank accounts in such bank or banks as may be selected by the General Partner. All withdrawals from such bank accounts shall be made by check or other instrument, signed by such Person or Persons as the General Partner may designate.

12.4. Annual Report to Partners. The General Partner shall cause the Accountants, within a reasonable time after the end of each fiscal year of the Partnership, to prepare and deliver to the Partners financial statements which shall include a balance sheet and statement of profit and loss and such other information as is customary in businesses similar to that of the Partnership. Such financial statements need only be reviewed by the Accountants and need not have an opinion expressed thereon; provided, however, that should any Partner so request in writing, the Accountants shall provide their opinion with respect to such fmancial statements and the additional expense of such opinion shall be borne by the requesting Partner.

12.5. Audit and Inspection. Each Partner, or any person designated by a Partner, shall have the right to audit the books, records and accounts of the Partnership at any reasonable time at the expense of the auditing Partner. The General Partner shall make available all books, records and accounts relating to the Project, including all correspondence and leases. All such records shall be the property of the Partnership, and upon termination of the Partnership, the same shall be available to all Partners.

21 12.6. Tax Information. Within ninety days after the end of each fiscal year the General Partner shall deliver to each Partner adequate tax information relating to the Partnership's operations to enable each Partner to complete and file all Federal, state and local tax returns, for which he may be liable.

12.7. Tax Elections. The General Partner, in its discretion, may cause the Partnership to make, refrain from making, or once having made, to revoke, any federal, state, or local tax elections, including, but not limited to, the election referenced in Section 754 ofthe Code.

13. TRANSFER OF LIMITED PARTNERSHIP INTEREST

13 .1. Consent Required. Except as expressly permitted herein, no Limited Partner shall sell, assign, transfer, mortgage, charge or otherwise encumber (herein sometimes collectively called "Transfer") all or part of his Limited Partnership Interest without the approval of the General Partner and any attempt to do so shall be void. Such approval may be granted or withheld in the sole discretion of the General Partner. The giving of such approval in any one or more instances shall not limit or waive the need for such approval in any other or subsequent instances.

13 .2. Requirements of Transfer. Any Transfer pursuant to this Article 13 shall comply with the following requirements:

a) An instrument of Transfer executed by the transferor and the transferee of the Limited Partnership Interest, satisfactory in form to the General Partner, shall be delivered to the General Partner;

b) The Transfer will not, in the opinion of the attorneys for the Partnership, impair the ability of the Partnership to be taxed as a Partnership for federal income tax purposes or result in a termination of the Partnership under the Code;

c) The instrument of Transfer shall be accompanied by an opinion of counsel, satisfactory in form and substance to the General Partner, to the effect that either (i) the Transfer constitutes an exempt transaction and does not require registration under any applicable securities laws, or (ii) the Interest to be transferred is duly and properly registered under all applicable securities laws; and

d) The transferee agrees to comply with and be bound by the terms of this Agreement and to execute any and all documents that the General Partner may deem necessary in connection with the Transfer and if applicable the substitution of the transferee as a Substitute Limited Partner.

22 13.3. Prohibited Transfers. Anything to the contrary in this Agreement notwithstanding, except as otherwise provided in Paragraph 13.6, a Limited Partnership Interest may not be transferred to a person unless such person is accepted as an additional or substitute Limited Partner (a "Substitute Limited Partner") by the written consent of the General Partner which consent may be granted or withheld in the sole discretion of the General Partner, and such person executes an instrument satisfactory in form and substance to the General Partner agreeing to be bound by all the terms and provisions of this Agreement. In the event the requisite consent or execution is not obtained, the Limited Partner shall not be entitled to any rights of a Partner under this Agreement, but shall be entitled to his pro rata share of Partnership income, gains, losses, credits, deductions and distributions as are otherwise made available in accordance with this Agreement. Any subsequent transfer of the Limited Partnership Interest shall remain subject to the provisions of this Agreement as if the person were a Partner. Further, if a person who is not a Partner fails to contribute his proportionate share of capital pursuant to Paragraph 7.1, he shall be subject to the provisions of Article 16. In the event the requisite consent or execution is not obtained, the transferor Partner shall remain liable for his obligations under this Agreement, including specifically the obligation to contribute capital pursuant to Paragraph 7 .1.

13.4. Acquit Partnership. In the absence of written notice to the Partnership of any sale or assignment of a Limited Partnership Interest, any payment to the selling or assigning Partner or his executors, administrators or representatives shall acquit the Partnership of liability to the extent of such payment to any other person who may have an interest in such payment by reason of an assignment by the Partner or by reason of such Partner's death or otherwise.

13.5. New Partners Bound by Agreement. Any person who is admitted to the Partnership as a Substitute Limited Partner shall be subject to and bound by all the provisions of this agreement as if originally a party to this agreement, including specifically the capital contribution requirements of Paragraph 7 .1.

13.6. Permitted Transfer. No consent of the General Partner shall be required if a Limited Partnership Interest is transferred to or among the Limited Partners, provided that such transfer shall not result, when considered together with other transfers within the next preceding 12 months, a termination under Section 708 of the Code. In such event, the transferee Partner shall succeed to the Capital Account and to all rights, duties, responsibilities and obligations of the transferor Partner. All Partners agree to execute such documents and to take such further action as may be necessary to evidence the admission of Limited Partners and the transfer of a Limited Partnership Interest pursuant to this Paragraph 13.6.

23 -- -· ------

13.7. Section 708 Transfer Restrictions. Anything to the contrary in this Agreement notwithstanding, without the written consent of all Partners, no transfer of a Limited Partnership Interest may be made if such transfer constitutes a sale or exchange within the meaning of Section 708 of the Code and if the Partnership Interest sought to be sold or exchanged, when added to the total of all other Partnership Interests sold or exchanged within the period of twelve consecutive months prior thereto, constitutes fifty percent or more of the total interests in the Partnership capital and profits and thereby results in a termination of the Partnership under Section 708.

14. WITHDRAWAL, EXPULSION OR REMOVAL OF GENERAL PARTNERS; REPLACEMENT

14.1. Withdrawal; Substitution. A General Partner may not voluntarily withdraw from the Partnership in contravention of the terms of any agreement binding on the Partnership. Except as otherwise expressly provided herein, a General Partner may not voluntarily withdraw from the Partnership unless such withdrawing General Partner provides a substitute General Partner to the Partnership or unless there is remaining at least one General Partner who agrees to assume the Interest ofthe withdrawing General Partner. Anything to the contrary herein notwithstanding, the General Partner at any time may admit an additional General Partner, with such adjustment of the General Partnership Interests as the General Partner may determine and agree, provided that the Partnership Interests of the Limited Partners are not affected thereby. Provided, further, that a substitute or additional General Partner (a "Substitute General Partner") must be approved by all of the Limited Partners, except that fewer, but not less than a majority in interest of the Limited Partners, will be sufficient if such lesser percentage is consistent with existing requirements for maintenance of the legal status (i) of the Limited Partners as limited partners rather than general partners, and (ii) of the Partnership as a partnership for federal income tax purposes rather than a corporation, as established by a favorable opinion of legal counsel. Approval of the Partners may be given at a special meeting called by the General Partner upon at least thirty days notice to all Partners.

In the event of the wrongful withdrawal of a General Partner under this Paragraph 14.1, the General Partner shall be deemed to have surrendered to the Partnership his entire interest in the Partnership and shall be entitled to no compensation therefor.

14.2. Removal. A General Partner shall be removed without further action if (i) a fmal judicial determination of its bankruptcy or insolvency is made or a trustee, receiver or liquidator of its estate is appointed and within 120 days of such determination or appointment such General Partner fails to have such determination reversed or dismissed or fails to have a plan of reorganization of

24 its affairs confirmed or fails to vacate the appointment, or (ii) a General Partner files a voluntary petition in bankruptcy under the United States Bankruptcy Code. Provided, however, that a General Partner shall not be removed in the event it files a voluntary petition in bankruptcy unless, within ninety days of the date the petition is filed, more than fifty percent by interest of the Limited Partners determine that the filing of the petition will have a material adverse effect on the operation of the Partnership. Said determination may be made upon notice by said Limited Partner at a special meeting called by the General Partner at the request of said Limited Partner upon at least thirty days notice to all Partners.

14.3. Replacement of a General Partner. In the event of(i) the wrongful withdrawal of a General Partner in violation of Paragraph 14.1, or (ii) the removal of a General Partner under Paragraph 14.2 (except and unless the remaining General Partner( s) agree to assume the Interest of the removed General Partner), twenty percent by interest of the Limited Partners may call a special meeting of the Partnership for the purpose of replacing the withdrawing or removed General Partner; and at least thirty days notice of such meeting shall be given to all Partners. At such meeting, the General Partner may be replaced in the same manner and subject to the same approvals required in Paragraph 14.1 to approve a General Partner.

A Substitute General Partner, immediately upon his admission as a General Partner, shall purchase from said former General Partner, and said former General Partner shall be required to sell all of his Interest in the Partnership. The purchase price shall be such amount as is agreed upon between said General Partner and such Substitute General Partner, and if no such agreement is reached within sixty days ofthe admission of the Substitute General Partner, such amount shall be the fair market value as determined by an independent appraiser selected by the interested parties, or if they cannot mutually agree to such appraiser, as appointed by the President of the American Institute of Real Estate Appraisers. The appraiser's determination of fair market value shall be binding on the parties. The costs and expenses of the appraiser shall be borne one-half by the former General Partner and one-half by the Substitute General Partner. The purchase price determined pursuant to this Paragraph 14.4 shall be paid in cash at a closing to be held within forty-five days after the determination of the fair market value.

15. AMENDMENT OF AGREEMENT

15.1. Amendment of Agreement. This Agreement may be amended in any respect on the affirmative vote of Limited Partners holding 60 percent of the then outstanding Interest in the Partnership as Limited Partners and the General Partner; provided, however, that this Agreement may not be amended so as to (i) convert a Limited Partner to a General Partner; or (ii) modify the limited

25 liability of a Limited Partner; or (iii) alter the interests of a General or Limited Partner in profits or losses or in cash distributions of the Partnership.

In addition to any amendments otherwise authorized herein, this Agreement may be amended from time to time by the General Partner, without the consent of any of the Limited Partners, (i) to add to the representations, duties or obligations of the General Partner herein, or surrender any right or power granted to the General Partner herein, for the benefit of the Limited Partner, or (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement. No amendment shall be adopted pursuant to this Article 15 unless the adoption thereof (1) is for the benefit of or not adverse to the interests of the Limited Partners; (2) does not alter the interest of any General or Limited Partner in profits or losses or in cash distributions of the Partnership; and (3) does not, in the opinion of counsel for the Partnership, by its terms alter the limited liability of the Limited Partner or the status of the Partnership as a partnership for federal income tax purposes.

15.2. Meetings. Upon the written request of Limited Partners holding fifty percent (50%) or more of the then outstanding Interests in the Partnership as Limited Partners, the General Partner shall call a meeting of the Limited Partners. Notice of such meeting shall be given within 10 days after, and the meeting shall be held within 30 days after, receipt of such request.

15.3. Voting. Any vote of the Partners may be by written resolution signed by the required number or percentage of Partners, and in such case, no meeting of the Partners shall be required.

16. BREACH OF AGREEMENT

If any Partner ("Defaulting Partner") should default in his payment of any money obligation arising under this Agreement or default in the performance of any non-monetary obligation arising under this Agreement, any other Partner or Partners ("Non-Defaulting Partners") may enforce the specific performance of this Agreement or may pursue any other remedy at law at equity.

17. TERMINATION AND LIQUIDATION

17 .1. Events Not Causing Liquidation. Except as otherwise specifically provided in Paragraph 17 .2, the business of the Partnership will continue, upon dissolution of the Partnership for any reason, or on the death, withdrawal or bankruptcy of a Limited Partner or of a General Partner, or on the addition of Partners in accordance with the provisions of Articles 13 through 14 of this Agreement. Title to the Property of the Partnership shall be vested in the new partnership

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continuing the business. Upon such dissolution no Partner, or its legal representatives, shall have the right to an accounting of its interest as against the new partnership continuing the business, and no Partner, or its legal representative, shall have the right to have the value of its Interest as of the date of dissolution ascertained or have any right as a creditor or otherwise with respect to the value of its Interest.

17 .2. Events Causing Liquidation. The Partnership will dissolve, liquidate and its business will not be continued upon the happening of any of the following events:

a) Upon written petition to all Partners by Partners owning at least 75 percent of the Partnership Interests;

b) Upon the expiration of the term of the Partnership as specified in Section 6.1 unless such term is extended by amendment to this Agreement;

c) Upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership;

d) The death, withdrawal, expulsion or removal of the General Partner, unless (i) there is remaining at least one General Partner, and the remaining General Partner elects within ninety days of the date of such event, to continue the business of the Partnership or (ii) there is remaining no General Partner, but a successor General Partner is elected by affrrmative vote of at least a majority in Interest of the remaining Partners pursuant to Paragraph 14.3 within ninety days of the date of such event, and such successor General Partner elects to continue the business of the Partnership;

e) The insolvency or bankruptcy of the Partnership;

f) The cancellation of the Certificate of Limited Partnership or if all Limited Partners cease to be such; or

g) On the occurrence of any event which, under the laws of the State of Oklahoma and notwithstanding the terms of this Agreement, shall terminate the Partnership and require it to be liquidated.

17.3. Distribution on Liquidation. Upon an event of liquidation, the business of the Partnership shall be wound up, the General Partner shall take full account of the Partnership assets and liabilities, and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are not sold, gain or loss shall be allocated to the Partners in accordance with Article 8 as if such assets had been sold at their fair market value at the time of

27 the liquidation. If any assets are distributed to a Partner, rather than sold, the distribution shall be treated as a distribution equal to the fair market value of the asset at the time of the liquidation. The assets of the Partnership shall be used and applied in the following order of priority:

a) To the payment of all debts and liabilities of the Partnership, including all fees due the General Partner and its Affiliates, and including any loans or advances that may have been made by the Partners to the Partnership, in the order of priority as provided by law;

b) To the establishment of any reserves deemed necessary by the General Partner or the Person winding up the affairs of the Partnership for any contingent liabilities or obligations of the Partnership;

c) To the Limited Partners and the General Partner (ratably in proportion to the amount of the credit balances in their respective Capital Accounts) in an amount equal to the aggregate credit balances in their Capital Accounts after and including the allocation of any income, gain or loss from the sale, exchange or other disposition (including a deemed sale, exchange or other disposition pursuant to this Paragraph 17.3) of all or substantially all of the Partnership's assets;

d) To the extent of any proceeds remaining, to the Partners (ratably in proportion to their respective Partnership Interests).

18. MISCELLANEOUS

18.1. Notice. All notices, offers, demands, certificates or other communications required or permitted under this Agreement shall be in writing, signed by the Person giving the same. Notice shall be treated as given when personally received or (except in the event of a mail strike) when sent by certified or registered mail, postage prepaid, return receipt requested, to a Partner at the address as shown from time to time on the records of the Partnership. Any Partner may specify a different address by notice to the General Partner.

18.2. Partition. The Partners agree that the Partnership properties are not and will not be suitable for partition. Accordingly, each of the Partners hereby irrevocably waives any and all rights that he may have to maintain any action for partition of any Partnership property.

18.3. Consent and Waiver. No consent under and no waiver of any provision of this Agreement on any one occasion shall constitute a consent under or waiver of any other provision on said occasion or on any other occasion, nor shall it constitute a consent under or waiver of the consented to or waived provision on any other occasion. No consent or waiver shall be enforceable unless it is

28 in writing and signed by the party against whom such consent or waiver is sought to be enforced.

18.4. Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Oklahoma; provided, however, that nothing in this Section 18.4 shall be deemed to constitute a grant of jurisdiction to, or a consent to the jurisdiction of, the courts ofthe State of Oklahoma by any party hereto.

18.5. Number and Gender. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.

18.6. Interpretation. All references herein to Articles, Paragraphs and subparagraphs refer to Articles, Paragraphs and subparagraphs of this Agreement. All Article and Paragraph headings are for reference purposes only and shall not affect the interpretation of this Agreement.

18.7. Severability. If any provision of this Agreement or the application of such provision to any Person or circumstances, shall be held invalid, the remainder of the Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

18.8. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement binding on all Partners. Each Partner shall become bound by this Agreement only upon the execution of the Agreement by all the Partners. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic communication shall be effective as delivery of a manually executed counterpart of this Agreement.

18.9. Necessary Instruments. The Partners covenant and agree that they shall execute any further instruments and shall perform any acts which are or may become necessary to effectuate and to carry out the terms and conditions of this Agreement.

18.1 0. Binding Effect. This Agreement shall bind the Partners and their respective successors and assigns. However, nothing in this Paragraph 18.10 shall be construed to permit a transfer of this Agreement or of a Partnership Interest in violation of Articles 13 and 14 hereof.

18.11. Entire Agreement. This Agreement sets forth the entire understanding between the parties, there being no terms, conditions, warranties or representations other than those contained herein.

29 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

GENERAL PARTNER:

QUAPAW TRIBE OF OKLAHOMA (0-Gah Pah)

By: John L. Berrey, Chairman

INITIAL LIMITED PARTNER:

John L. Berrey

30 EXHIBIT A

GENERAL PARTNER PARTNERSHIP INTEREST CAPITAL CONTRIBUTION

Quapaw Tribe of Oklahoma (0-Gah-Pah) 0.01 $0.01 5681 S. 630 Road P.O. Box 765 Quapaw, Oklahoma 74363

INITIAL LIMITED PARTNER

John L. Berrey 99.99 $99.00 5681 S. 630 Road P.O. Box 765 Quapaw, Oklahoma 74363 EXHIBITB

LEGAL DESCRIPTION

E Yz of the SW V4 of Section 35, T-29-N, R-23-E at County Highway 137 and Virginia Ave., in the Town of Quapaw, County of Ottawa, State of Oklahoma Development Name: Quapaw Elder Housing (OHFA #12-07-66)

OKLAHOMA HOUSING FINANCE AGENCY 2012 AFFORDABLE HOUSING TAX CREDIT CARRYOVER ALLOCATION AGREEMENT

ALLOCATION OF CREDITS TO THIS DEVELOPMENT IS BASED ON THE FOLLOWING:

(l) D Qualified Nonprofit Sponsored Developments (2) ~ Tenant/Special Needs Populations

(3) ~ Additional Low-Income Targeting

(4) ~ Extended or Additional Term of Affordability

This 2012 Affordable Housing Tax Credit Carryover Allocation Agreement ("Agreement") is entered into by and between Quapaw Elder Housing Limited Partnership, ax ayer Identification Number ("Owner") and Oklahoma Housing Finance Agency, Taxpayer Identification Number 73-0999618 ("OHFA"), as the Housing Credit Agency for the State of Oklahoma (the "Housing Credit Agency"), to be effective as of the date of its execution by OHF A. WITNESSETH

WHEREAS, the Owner is the Owner of a twenty-six (26) unit rental housing Development located at the E Y2 of the SW ~ of Section 35, T-29-N, R-23-E at County Highway 137 and Virginia Ave., in the Town of Quapaw, County of Ottawa, State of Oklahoma, known as Quapaw Elder Housing more fully described on Exhibit "A" attached hereto and incorporated by reference (the "Development"), and

WHEREAS, the Credit provisions are codified at Section 42 of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the United States Congress as part of the Tax Reform Act of 1986 provided for a federal income tax credit that may be claimed by owners of residential rental property (ies) which are to be occupied by Qualified Residents and which are Rent-Restricted, provided that the Owner agrees that the property (ies) will be utilized for such low income use requirements for at least fifteen (15) years and up to thirty (30) years (the "Credit"); and

WHEREAS, OHFA has been designated by the Governor ofthe State of Oklahoma (the "State") as the Housing Credit Agency for the State for the allocation of Credits under Section 42 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (hereinafter collectively the "Code") and

WHEREAS, in accordance with the Code, OHF A has developed and duly adopted the State's Qualified Allocation Plan ("QAP") including Chapter 36: Affordable Housing Tax Credit Program Rules (the "Program Rules") and Application Packet ("AP") to implement and

Page I of 14 Revised April 2012 Development Name: Quapaw Elder Housing (OHF A #12-07-66)

administer the State's Credit program (the "Credit Program"); and

WHEREAS, the Owner has applied to OHF A for an Allocation of Credits and has made certain representations to OHF A in its Affordable Housing Tax Credit Application and Exhibits and other supplementary materials filed with OHF A (hereinafter collectively the "Application") concerning, among other things, the number of Low-Income Units (as hereinafter defined) and the term of occupancy restrictions;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, and based upon acknowledgments, agreements, covenants, representations and warranties of Owner contained herein and contained in the Application, and intending to be legally bound hereby, OHFA and Owner hereby agree that:

TERMS AND CONDITIONS

1. Definitions. Capitalized words, terms and phrases shall have the same meaning as in the Code and Program Rules unless otherwise noted.

2. Carryover Allocation. The Trustees by Resolution dated November 28, 2012, have approved a Carryover Allocation of 2012 Credits to Owner in the amount of $381,572. The Carryover Allocation and approval of a Final Allocation Request is subject to and conditioned on the Owner's compliance with the Code, the terms and conditions of this Agreement, the Program Rules and all Resolutions of the Trustees applicable to the subject Credits, the Owner, the Development and/or any member of the Development Team (the "Resolutions").

3. Occupancy Restrictions. The Owner covenants and agrees that:

3.1 Minimum percentage. For the purpose of Section 42(g)(l) of the Code, Owner elects that at least forty percent (40%) of the residential rental units in the Development shall be both Rent-Restricted (as hereinafter defined) and occupied by individuals or families whose Income is sixty percent (60%) or less of Area Median Gross Income. [Insert either "20% @ 50%" or "40% @ 60%"]

3.2 Owner election. Notwithstanding the election described in subsection (a) above, Owner covenants and agrees that one hundred percent (100%) of the residential rental units shall be both Rent-Restricted and occupied by individuals or families whose Income is fifty percent (50%) or less of area Median Gross Income. All of the foregoing residential rental units are collectively referred to herein as the "Low-Income Units", and with respect to all of such Low-Income Units, "Median Gross Income" shall be determined in accordance with the Code. Owner further agrees that additional units in the Development shall be both Rent Restricted and occupied by low-income individuals or families whose Incomes meet the requirements of subsection (a) to the extent necessary to maintain the "Applicable Fraction" as defined in Section 42(c)(l)(B) of the Code, at not less than the percentage(s) shown on Exhibit A hereto for each taxable year of the Extended Use Period as defined in Section 42(h)(6)(D) of the Code (the "Extended Use Period"). A unit is "Rent-Restricted" if the Gross Rent with respect to such unit does not exceed thirty percent (30%) of the imputed Income limitation applicable to

Page 2 of 14 Revised April 2012 Development Name: Quapaw Elder Housing (OHF A #12-07-66)

such unit [based upon the Income limitations set forth in this subsection (a)], all as determined in accordance with Section 42(g) of the Code.

3.3 Development Compliance Period. The foregoing occupancy restrictions shall be in effect for each Building which is part of the Development for a period of forty (40) taxable years beginning with its taxable year in which each such Building is Placed-In-Service or, at the election of the taxpayer, the succeeding taxable year.

4. Owner Elections. Owner further covenants and agrees that not later than the last day of the first year of the Credit Period, as defined in Section 42(f) of the Code:

4.1 Tenant/Special Needs Populations. One hundred percent (100%) of the residential rental units in the Development shall be set aside and made available for occupancy on a priority basis to elderly populations [describe special housing needs resident] at all times during the term of the Regulatory Agreement (hereinafter defined).

4.2 Units size. Of the residential rental units which are to be subject to the restrictions of Section 3 hereof, eighteen (18) shall be one-bedroom units and eight (8) shall be two-bedroom units.

THE STAFF'S SELECTION CRITERIA REVIEW WHICH OUTLINES ANY SPECIAL REQUIREMENTS OR REPRESENTATIONS OF THE OWNER MADE IN THE APPLICATION OR AS AN INDUCEMENT TO THE APPROVAL OF AN ALLOCATION OF CREDITS IS INCORPORATED BY THIS REFERENCE.

5. Certifications, Representations, Covenants and Warranties of Owner. In consideration ofthis Agreement and the Carryover Allocation of Credits to Owner respecting the Development, Owner hereby Certifies, represents, covenants, acknowledges, warrants and agrees as follows:

5.1 Organization. The Owner is duly organized under the laws of the State of Oklahoma, and is qualified to transact business under the laws of the State of Oklahoma.

5.2 Compliance. The Owner and all parties comprising the Owner are in compliance with all requirements of Section 42 for all other properties subject to Code Section 42 which are owned, in whole or in part, by any of them.

5.3 Title. The Owner has good and marketable title to the Land and the Buildings appurtenant thereto, if any, constituting the Development.

5.4 Accuracy of Application. The Application and all other information on file with OHF A respecting Owner, the Development and all members of the Development Team, including without limitation, the Applicant, Owner, Developer and management company and any Persons or entities Affiliated with and/or Controlled by each and/or related parties of each (hereinafter the "Development Team"), is complete, and all information therein is correct, as of the date of this Agreement. Owner further acknowledges and agrees that Owner is responsible

Page 3 of 14 Revised April 201 2 Development Name: Quapaw Elder Housing (OHFA #12-07-66)

for the continued accuracy of the Application and all documentation or information supplied to OHF A and agrees to notify OHF A, in writing, within ten (1 0) days of the occurrence of any amendments or modification to the Application (or information contained therein), including without limitation changes to the Development Team, contractors, lenders, financing terms, or the Development.

5.5 Qualified Building. Each Building subject to OHF A' s Carryover Allocation is, or by December 31 , 2014 will be, a "Qualified Building" as defined in Section 42(h)(l)(E)(ii) of the Code, and the Development will represent a "Qualified Low-Income Housing Development" as defined in Section 42(g) ofthe Code.

5.6 Carryover Basis. If as of the effective date of this Agreement, December 18, 2012, the Owner' s basis in the Development is not more than ten percent (10%) of the reasonably expected basis, the Owner will have, one (1) year to incur a reasonably expected basis of at least $326,131 in the Development, representing ten ercent (1 0%) of the reasonably expected basis of $3,261,303 in the Development as of ecember 18, 2013. The Owner specifically agrees and acknowledges that the Owner' s allocation has met the requirements of this subsection 5.6. Further, the Owner understands and agrees that any determination by OHF A is not binding on the Internal Revenue Service and does not constitute a representation by OHF A to the Owner or any other party to that effect.

5.7 Placed-In-Service Date. Each Building which is the subject of the Carryover Allocation will be Placed-In-Service by ecember 31, 2014, and the Owner will make timely Application to OHF A for a Final Allocation of Credits at the times and in the manner required by the Program Rules in effect at the date of the request.

5.8 Determination of Eligible Basis. The "Eligible Basis" of each Building has been determined in accordance with Section 42( d) of the Code, and has been reduced by the amount, if any, equal to the portion of the adjusted basis of any Building which is attributable to residential rental units in the Building which are not Low-Income Units and which are above the average quality standard of the Low-Income Units in such Building. In determining the "Qualified Basis" of any Building, the "At Risk" rules have been applied to the extent and in the manner required by Section 42(k) of the Code.

5.9 Acquisition Credits. If any Building which is the subject of the Owner's Application is an existing Building:

5.9.1 the Building was acquired by Purchase (as defined in Section 179(d)(2) of the Code).

5.9.2 there is a period of at least ten (10) years between the date of the acquisition of the Building by the Owner and the later of:

(i) the date the Building was last Placed-In-Service, or (ii) the date of the most recent ''Nonqualified Substantial Improvement" of the Building (as that term is defined in Section

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Development Name: Quapaw Elder Housing (OHFA #12-07-66)

42(d)(2)(D)(i)(I) ofthe Code).

5.9.3 the Building was not previously Placed-In-Service by the Owner or any "Related Person" (as that term is defined in Section 42(d)(2)(D)(ii) ofthe Code).

5.9.4 the Owner will pay or incur rehabilitation expenditures with respect to the Building meeting the requirements of Section 42(e) of the Code.

5.10 Nonprofit requirements. If box (1) on page 1 of this Agreement is checked, the Development is one involving a "Qualified Nonprofit Organization" as defined in Section 42(h)(5)(C) of the Code which will both own an interest in the Development and "Materially Participate," as that term is defined in Section 42(h)(5)(B) of the Code, in the Development and operation of the Development and will remain a Material Participant throughout the Compliance Period.

5.11 Reporting and Disclosure Requirements. Owner agrees to comply with all reporting and filing requirements of the Program Rules and to provide OHF A with such additional Progress Reports, documents or other information as OHF A may deem from time to time to be necessary to determine compliance of the Owner and/or Development with the Code, the Program Rules, the Resolutions and this Agreement and/or to verify any representations, warranties, covenants or Certifications of the Owner contained herein or otherwise made or filed with OHF A. Owner acknowledges and agrees that failure to notify OHF A of any material changes affecting the proposed Development, as set forth in the Program Rules at Subchapter 6 (330:36-6-1) or to file reports, including without limitation, Progress Reports or to provide any and all requested documents or information in the time and manner provided in the Program Rules, the AP or in any request from OHF A shall be grounds for the denial of a Final Allocation and the cancellation and return of the Credits. All Progress Reports shall evidence, to the satisfaction of OHF A that the Development has been determined to be free of adverse environmental conditions to the satisfaction of interim and permanent lenders, and, the construction or rehabilitation of the Development has commenced and timely progress toward completion is being made.

5.12 No Transfers of Development. Owner shall not convey, sell, exchange, lease or otherwise Transfer or dispose of the Development or any portion thereof ("Transfer") unless the Trustees have, by Resolution, approved the Transfer in advance of the Transfer. Transfer requests must conform to the requirements of the Program Rules and any requirements of OHF A or the Trustees specified in writing.

5.13. No Transfer of Interests. A Carryover Allocation will be made in the name of Owner stated herein. Any Transfer of a Carryover Allocation will be subject to approval by the Trustees of OHF A in their discretion. The approval of any Transfer by the Trustees of OHF A does not constitute a representation to the effect that such Transfer is permissible under the Code or without adverse consequences thereunder.

6. Determination of Housing Credit Dollar Amount. The Owner acknowledges that the maximum Credit dollar amount which OHF A has approved for a Carryover Allocation is based

Page 5 of 14 Revised April 201 2 Development Name: Quapaw Elder Housing (OHFA #12-07-66)

upon estimates provided by Owner respecting Development costs, "Eligible Basis," and the number and unit composition of the qualified low-income Buildings to be included in the Development. The Owner acknowledges and agrees that said Credit dollar amount may be reduced based upon OHF A's final determination of the Eligible Basis of each Building as to which a Final Allocation of Tax Credits is requested, or as a result of OHFA's final determination pursuant to Section 42(m)(2) of the Code, and that the amount of any such reduction shall be deemed to be returned Credit to OHFA pursuant to Section 42(h)(3)(C) of the Code.

7. Applicable Credit Percentage. Pursuant to Section 42(b)(2)(A)(ii)(I), the Owner and OHF A may enter into an agreement as to the housing Credit amount to be Allocated to the Development for the purpose of establishing the "Applicable Percentage" as defined in Section 42(b).

(Instructions: only one box shall be checked).

~ If this box is checked, the Owner hereby irrevocably elects, pursuant to Section 42(b)(2)(A)(ii)(I) of the Code, to fiX the Applicable Percentage(s) for each Building in the Development as the percentage(s) prescribed by the Secretary of the Treasury for the month of this Carryover Allocation Agreement. OHF A and the Owner acknowledge that this Carryover Allocation Agreement constitutes an agreement binding upon OHFA, the Owner, and all successors in interest to the Owner, as to the Allocation of2012 Tax Credits to the Building(s) in the Development, subject to compliance by the Owner with the requirements of Section 42 and the additional requirements, if any, ofOHFA.

D If this box is checked, the Owner has made no election pursuant to Section 42(b)(2)(A)(ii)(I) of the Code, and accordingly, the Applicable Percentage for a Building shall be that for the month in which the particular Building is Placed-In-Service.

8. Gross Rent Floor. Section 42(g)(2)(A) of the Code provides that a Low-Income Unit is "Rent-Restricted" if the Gross Rent for such unit does not exceed 30% of the imputed Income limitation applicable to the unit. Under Revenue Procedure 94-57, the effective date of the Income limitation used to establish the Gross Rent floor for purposes of Section 42(g)(2)(A) is the date OHF A initially Allocates a housing Credit dollar amount to the Development (that is, the date of the Carryover Allocation) unless the Owner designates a Building's Placed-In-Service date as the effective date for the Gross Rent floor.

(Instructions: only one box shall be checked).

~ If this box is checked, the Owner designates the Placed-In-Service date of each Building in the Development as the effective date for establishing the Gross Rent Floor for the Low Income Units in such Building(s).

D If this box is checked, the effective date for establishing the Gross Rent floor for any Low-Income Unit in the Development is the date ofOHFA's Carryover Allocation.

Page 6 ofl4 Revised April2012 Development Name: Quapaw Elder Housing (OHFA #12-07-66)

9. Additional Information. Owner is obligated to file, and has filed, or shall file, with OHF A on or before December 18, 2013, the information and documentation set forth in this Section 9. Owner acknowledges and agrees that failure to file any documents by the Due Date or any extension granted by OHF A in writing may result in the cancellation of this Carryover Allocation and return ofthe Credits, in the sole discretion ofOHFA.

9.1 Owner's Formation Documents. Executed (and file-stamped, if applicable) copies of Owner's formation documents must be on file by the effective date of this Agreement. All formation documents whether required to be filed with the Oklahoma Secretary of State or not and any amendments thereto must be filed with OHF A within ten (1 0) days of their execution (and filing, if applicable). If Owner was formed more than thirty (30) days prior to the execution of this Agreement by Owner, a Certificate of Good Standing from the Secretary of the State of Oklahoma, dated no earlier than thirty days prior to Owner' s execution of this Agreement must be filed with OHF A;

9.2 Site Ownership. A filed and recorded warranty deed evidencing Owner's ownership of the site; or, in the case of a lease agreement, a copy of the fully executed lease agreement;

9.3 Syndication Information. An executed commitment document from the syndicator and/or equity partner that includes the marketing methods and the price to be paid for the Credits;

9.4 Project Contracts. Executed copies of all contracts with any Development Team member to include, without limitation:

(i) the Developer's contract. An itemized statement of services to be performed by the Developer and the amount of the Developer's Fee for each service must be included.

(ii) a copy of each and every consultant' s contract. An itemized statement of services to be performed by the consultant and the amount of the consultant's fee for each service must be included.

(iii) a copy of the construction contract. An itemized statement of services to be performed and the amount of the contractors' overhead, profit and general requirements must be included.

(iv) a copy of the architect's contract; and

(v) a copy of the management company contract;

9.5 Loan Documents. A copy of all executed legally binding commitments from the Owner's lender(s). A legally binding commitment is defined as one that contains specific terms of funding and repayment and is not subject to further approval of the creditor's board or credit committee. If the Development is to be financed in whole or in part by a loan or grant from the

Page 7 of 14 Revised April2012 Development Name: Quapaw Elder Housing (OHFA #12-07-66)

U.S. Department of Housing and Urban Development ("HUD"), a conditional commitment from HUD must be filed.

9.6 Schedule. A detailed construction and completion schedule.

10. Conditions; Cancellation of Carryover Allocation. The Owner acknowledges that all the terms, conditions, obligations and deadlines set forth herein and in any of the Resolution(s) constitute both continuing conditions of the Carryover Allocation and conditions precedent to a Final Allocation of Tax Credits by OHFA, and that Owner's or the Development's or any Development Team member's failure to comply with all such terms and conditions of this Agreement, including, without limitation, all requirements of Sections 5 and 9 hereof, will entitle OHF A, in its discretion, to deem the Carryover Allocation to be cancelled. After any such cancellation, the Credits Allocated by the Carryover Allocation shall be deemed to be returned to OHFA pursuant to Section 42(h)(3)(C) ofthe Code and Treasury Regulation, Section 1.42-14(d), and the Owner acknowledges that neither Owner nor the Development will have any right to claim Credits pursuant to the Carryover Allocation. The Trustees may, in their discretion, waive the requirements of this Section I 0 for good cause shown.

11. Final Allocation Requests. Owner acknowledges and agrees as follows:

11.1 Deadline for filing. Owner's request for approval of the Final Allocation (the "Final Allocation Request") must be received by OHF A at a date specified by OHF A of the year in which the Owner has elected as the first taxable year of the Credit, or at such later date as OHFA may specify in writing to the Owner. Failure to file a timely Final Allocation Request and all required documentation may result in the denial of the Final Allocation Request and a cancellation and return of the Credits.

11.2 Complete filing. The Final Allocation Request must be accompanied by all evidence or documentation required by the Program Rules then in effect, and such other information or documentation which may be requested by OHF A, in its sole discretion, to verify compliance with the Code, the Program Rules and the Resolutions, and to verify the amount of the Final Allocation. A complete and executed Land Use Restriction Agreement (the "Regulatory Agreement") in the form provided by OHFA and ready for filing, together with the appropriate fees, including without limitation applicable filing fees and compliance monitoring fees, must be filed with the Final Allocation Request. The Regulatory Agreement shall incorporate the covenants and agreements of the Owner set forth in Sections 3, 4 and 5 hereof and shall contain provisions for regulation and enforcement by OHF A and such additional provisions as may be necessary to assure compliance with Section 42 of the Code or to give effect to the requirements of OHF A.

11.3 Approval. Upon receipt of a completed Final Allocation Request, OHF A will conduct a final feasibility analysis. Approval of the Final Allocation Request is subject to Owner's continued compliance with the Code, the Program Rules, the Resolutions, all terms and conditions of this Agreement, Owner's payment of all fees required by the Program Rule.

12. Issuance of Form 8609. OHF A will, upon notification by Owner that the Development (or

Page 8 ofl4 Revised April 2012 Development Name: Quapaw Elder Housing (OHF A #12-07-66)

any Building therein) has been Placed-In-Service, issue IRS Form 8609 respecting each such Development (or each Building therein) to the extent required by, and in accordance with, the Code and the Program Rules. The total dollar amount ofthe Final Allocation of2012 Credits set forth on IRS Form 8609 shall not exceed the Credit dollar amount Allocated to the Development (or Building(s)) and set forth herein. No Form 8609 shall be issued ifOHFA has not received an executed Regulatory Agreement and all Exhibits thereto, together with applicable fees.

13. No Reliance. In issuing the Carryover Allocation, OHF A has relied upon information provided and representations made by the Owner or the Owner's designee, and the Carryover Allocation does not in any way constitute a representation, warranty, guaranty, advice or suggestion by OHFA as to the qualification of the Development for the Tax Credits, or the feasibility or viability of the Development, and may not be relied on as such by any owner, developer, investor, tenant, lender, or other person, for any reason. In addition, OHFA's acceptance of the Certifications and representations required in connection with Owner's request for the Carryover Allocation does not constitute a representation as to the satisfaction of the requirements under Section 42(h)(l)(E) as binding on the part of the Internal Revenue Service.

14. Release and Indemnification. The Owner acknowledges that, in issuing the Carryover Allocation, OHF A relied upon information and representations given by or on behalf of the Owner and has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce OHF A to issue the Carryover Allocation, the Owner agrees as follows:

(a) The Owner hereby agrees to release and forever discharge the State of Oklahoma and OHF A and each of their respective Trustees, members, employees, agents, officers, successors and assigns (hereinafter the "Indemnified Parties") from any and all claims, demands, causes of actions, judgments and executions which any of the Owners has or may hereafter have against OHF A or any such other persons, whether in law or in equity, arising or resulting from , or on account of or pertaining to, whether directly or indirectly, OHF A' s issuance of the Carryover Allocation.

(b) The Owner hereby agrees to indemnify, save harmless and defend the Indemnified Parties and each of them from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against OHF A arising or resulting from , or on account of or pertaining to, whether directly or indirectly, OHF A's issuance of the Carryover Allocation.

(c) [f the indemnification provided in subsection (b) is, for any reason, either unavailable to OHF A or any of the other Indemnified Parties or is insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute all amounts paid or payable by OHF A and such Indemnified Parties as a result of any such obligation, claim, loss, demand, cost, expense, or judgment.

15. Miscellaneous Provisions.

15.1 Survival and Covenants. All representations, warranties, terms, conditions,

Page 9 of 14 Revised April201 2 Development Name: Quapaw Elder Housing (OHF A #12-07-66)

obligations and covenants made herein shall survive the making of this document and the execution and delivery of same and the execution and filing of the Regulatory Agreement.

15. 2 Notices. All notices, requests and demands will be served by first-class mail as follows:

To OHFA: Oklahoma Housing Finance Agency ATTN: Affordable Housing Tax Credit Program I 00 NW 63rd, Suite 200 Mail: P.O. Box 26720 Oklahoma City, Oklahoma 73126-0720

To Owner: Quapaw Elder Housing Limited Partnership Contact: Administrator of the Quapaw Tribe of Oklahoma (0-Gah-Pah) (General Partner) Address: 5681 S 630 Rd. Quapaw, OK 74363 or at such other address as any party hereto designated for such purpose in a written notice to the other parties hereto. Any notice will be deemed to have been given on the date such notice is personally delivered, or deposited in the United States mail, properly addressed and with postage prepaid.

15.3 Construction. This Agreement is executed and delivered as an incident to Carryover Allocation pursuant to Code Section 42(h)(l)(E) to Owner respecting the Development described on Exhibit "A." The descriptive headings of the sections and subsections of this Agreement are for convenience only and are not to be used in the construction of the content ofthis Agreement.

15.4 Amendments. OHFA and Owner may amend this Agreement only by written agreement executed by both parties after approval by the Trustees.

15.5 No Waiver. No action or failure to take action pursuant to this Agreement on the part of OHF A shall constitute a waiver of Owner's compliance with the terms, conditions, obligations, restrictions, covenants, representations and warranties contained in this Agreement. No waiver, modification or change shall be binding unless it is in writing and approved by the Trustees.

15.6 Further Assurances. Owner agrees to execute any and all documents and writings and file all documents or evidence which may be necessary or expedient to the purposes of the Agreement.

15.7 Binding Effect. This Agreement shall be binding on and inure to the benefit of OHF A and Owner and their respective heirs, legal representatives, successors and assigns.

15.8 Severability. In case any one or more ofthe provisions ofthis Agreement is held

Page 10 of 14 Revised April 2012 Development Name: Quapaw Elder Housing (OHF A #12-07-66)

to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained therein shall not be affected or impaired thereby.

15.9 Jurisdiction. Notwithstanding the place of the execution hereof by Owner, this Agreement is, and shall be deemed to have been, made in Oklahoma City, Oklahoma. This Agreement shall be construed in accordance with the laws of the State of Oklahoma and, where applicable, the laws ofthe United States of America.

15.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties respecting Carryover Allocation of the State's Credit Authority Limit for 2012; however, it shall not be construed as superseding, replacing or rescinding any of the content of the Application, or any of the prior Certifications, statements, commitments, agreements, understandings, representations and warranties of Owner to OHF A.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.

Page 11 of 14 Revised April 2012 Development Name: Quapaw Elder Housing ( OHF A # 12-07-66)

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly authorized representatives, as of the day and year first written above.

OWNER: Quapaw Elder Housing Limited Partnership

By: ______

Name, Title: John L. Berrey, Chairman ofthe General Partner

AGREEMENT MUST BE NOTARIZED.

STATE OF------) ) SS: COUNTY OF ______)

Before me, the undersigned Notary Public m and for said County and State, on this day of 20 ___, personally appeared on behalf of , to me known to be the identical person who executed the foregoing Affordable Housing Tax Credit Carryover Allocation Agreement and acknowledged to me that he/she executed same as his/her free and voluntary act and deed for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year last above written.

My Commission Expires:

Commission #------Notary Public------

[SEAL]

Page 12 of 14 Revised April 2012 Development Name: Quapaw Elder Housing (OHF A #12-07-66)

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly authorized representatives, as of the day and year first written above.

OKLAHOMA HOUSING FINANCE AGENCY

By: Dennis Shockley, Executive Director

STATE OF OKLAHOMA ) ) SS: COUNTY OF OKLAHOMA )

The foregoing Affordable Housing Tax Credit Carryover Allocation Agreement was acknowledged before me this day of , 20_, by Dennis Shockley, the Executive Director of the Oklahoma Housing Finance Agency, and a public trust on behalf of the trust.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year last above written.

My Commission Expires:

Notary Public ______Commission # -----

[SEAL]

Page 13 of 14 Revised April 2012 Development Name: Quapaw Elder Housing (OHF A #12-07-66)

EXHIBIT A

Development legal description:

E ~ ofthe SW 1;4 of Section 35, T-29-N, R-23-E at County Highway 137 and Virginia Ave., in the Town of Quapaw, County of Ottawa, State of Oklahoma

[Final descriptions and building addresses to be provided with final application]

Building Address: Building Identification#

Building Address: Building Identification #

Building Address: Building Identification#

Building Identification #swill be assigned by OHFA.

[Attach Additional pages as necessary]

Page 14 ofl4 Revised April 20 12 QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No.121712..:A

A RESOLUTION APPROVING THE PROGRAMMATIC AGREEMENT BETWEEN THE ~UAPAW TRIBE, THE UNITED STATES ARMY CORPS OF ENGINEERS MEMPHIS DISTRICT, AND OTHER CONCURRING PARTIES FOR THE MANAGEMENT OF HISTORIC PROPERTIES WITHIN THE MISSOURI BIRDS POINT-NEW MADRID FLOODWAY

WHEREAS, the Quapaw Tribe of Indians of Oklahoma (0-Gah-Pah) is a federally recognized Indian Tribe and· is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and ' WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by ·law· over the lands within the original· Quapaw Reservation, as established as a homeland for the QuapawNation by the Treaty of May 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business,· including entering into intergovernmental agreements and overseeing the protection and preservation of the Tribe's cultural, religious, and historic sites and artifacts; and WHEREAS, ithe Tribe, through its Tribal Historic Preservation Officer, Jean Ann Lambert, and its NAGPRA Director, Carrie Vee Wilson, has negotiated and concluded with the United States Army Corps of Engineers, Memphis District, a "Programmatic Agreement" pursuant to the National Historic Preservation Act, a copy of which is attached hereto, addressed to the future handling anq treatment of Quapaw cultural and historical resources and information relating to the Birds Point-New Madrid Floodway area; and WHEREAS, .. the Tribal. Business Committee desires to ratify such agreement effective immediately upon its execution by the last party to sign in the interest of protecting the Tribe's valuable and irreplaceable cultural and historical information and resources. i NOW, THEREFORE BE IT RESOl.VED mAT [the Programmatic Agreement between the Tribe and the United States Army Corps of Engineers, Memphis District, relating to the Birds Point-New Madrid Floodway area is hereby approved, and further that the Chairman of the Tribal Business Committee is hereby authorized to execute and deliver such agreement on behalf of the Tribe. Certification follows on the next page.; CER TI.FICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted ~t a regular meeting of the Tribal Business Committee on !December 17, 2012~ with a vote reflecting .2. yes; Qno; Qabstaining; and 2 absent.

.,.---==~ ~.:.·· ___,e ~-·-~ .~ ~?e:::=== - . :Thomas Crawfish Mathews, Vice-Chairm~ Quapaw Tribal Business Committee

APproving Birds Point-New Madrid Floodway PA! 2 DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: December 17, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrative Assistant

SUBJECT MATTER: To Approve Resolution 121712-AApproving Missouri Birds Point-New Madrid Floodway Programmatic Agreement between the Quapaw Tribe, The United States Army Corps of Engineers Memphis District, and other concurring parties.

SEE ATTACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Via Email Chairman X 12/17/12 11:43 am Thomas Mathews NO RESPONSE Vice-Chairman X 12/17/12 2:50pm Tamara Smiley-Reeves Via Email Sec./Treas. X 12/17/1211:45 am Ranny McWatters, Via Email Member X 12/17/12 11:16 am Florence Marie Mathews, NO RESPONSE Member X 12/18/12 8:42am Marilyn Rogers, Via Email Member X 12/17/1211:26 am T.C. Bear, Via Email Member X 12/17/1211:18 am

RESULTS:§ YES; .Q NO; .Q ABSTAIN;~ ABSENT. MOTION PASSES.

Florence Marie Mathews vote came in after the initial certification and did not change the outcome of the final decision.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On December 17, 2012 with a vote reflecting §yes; Q no; Q abstaining; and 2_ absent. PROGRAMMATIC AGREEMENT AMONG THE U.S. ARMY MEMPHIS DISTRICT OF ENGINEERS, MEMPHIS DISTRICT THE MISSOURI STATE HISTORIC PRESERVATION OFFICER THE ADVISORY COUNCIL ON HISTORIC PRESERVATION. INVITED SIGNATORY TRIBES, CHICKASAW NATION of OKLAHOMA, DELAWARE NATION, EASTERN SHAWNEE TRIBE of OKLAHOMA, QUAPAW TRIBE of OKLAHOMA, and THLOPTHLOCCO TRIBAL TOWN and CONCURRING TRIBES FOR THE MANAGEMENT OF HISTORIC PROPERTIES WITHIN THE THE MISSOURI BIRDS POINT-NEW MADRID FLOODWA Y PURSUANT TO SECTION 106 OF THE NATIONAL HISTORIC PRESERVATION ACT

WHEREAS, the U.S. Anny Corps of Engineers, Memphis District (Memphis District) as part of its Federal Mission manages the Bird's Point New Madrid Floodway Project. Missouri (BPNM); authorized by the Water Resources Development Act of 1986, (PL 99-662) Section 401; and regulates activity on private property and in navigable waterways pursuant to Section 404 of the Clean Water Act of 1977 (33 U.S.C. 1251-1376 et seq) and Section 10 ofthe Rivers and Harbors Act of 1899 (33 U.S.C. 403 et seq); and

WHEREAS, the ongoing management of the BPNM Floodway requires that the Corps undertake various actions and activities that have the potential to affect historic properties and thus is an Undertaking as defined at Section 301 (7) of the National Historic Preservation Act of 1966, as amended (NHPA, 16 U.S.C. 470); and

WHEREAS, all of the lands of the BPNM Floodway is private or State owned; which limits the extent of federal authority over these properties; and

WHEREAS, to comply with Section I 06 of the NHPA, in 1996 the Memphis District entered into a Programmatic Agreement (PA) with the Advisory Council on Historic Preservation (ACHP) and the Missouri State Historic Preservation Officer (SHPO) for identification and mitigation of archaeological historic properties that, in its opinion, would be adversely affected should the BPNM floodway ever be utilized to relieve flood pressure on the Mississippi River; and

WHEREAS, the signatories to the 1996 P A recognize the necessity to replace the existing document with one that is more comprehensive, and includes specific provisions for increased and improved tribal consultation and management of historic properties; and,

WHEREAS, the Memphis District has fulfilled the terms of the 1996 P A to the extent that it can, so it is null and void and replaced upon the date of execution of this current P A; and

WHEREAS, Memphis District has determined that future operation of the BPNM project may adversely affect properties included in or eligible for inclusion in the National Register of Historic Places (National Register) including historic properties of traditional religious and cultural significance to Indian tribes and human remains and cultural items as defined in the Native American Graves Protection and Repatriation Act (NAGPRA); and WHEREAS, the Missouri SHPO has participated in consultation pursuant to the ACHP's regulations implementing Section 106 of the NHPA (Section I 06 regulations. 36 CFR Part 800) to develop this PA and seek ways to avoid, reduce, or mitigate adverse effects to historic properties resulting from this undertaking; and

WHEREAS, the ACHP was invited by the Corps and participated in consultation to develop this P A and to seek ways to avoid, minimize. or mitigate adverse effects to historic properties resulting from the undertaking; and

WHEREAS, the ACHP's regulations (at 800.4(c) (l )) acknowledge that Indian tribes possess special expertise in assessing the eligibility of historic properties that may possess religious and cultural significance to them; and

WHEREAS, the Memphis District has invited the federally recognized Indian Tribes listed in Appendix A to participate in consultation regarding the BPNM Floodway project because they have an interest in the effects of the undertaking on properties of traditional religious and cultural significance to them; and

WHEREAS, the Chickasaw Nation of Oklahoma, Delaware Nation, Eastern Shawnee Tribe of Oklahoma, Quapaw Tribe of Oklahoma, and Thlopthlocco Tribal Town did participate in consultation to develop this P A and to seek ways to avoid, minimize, or mitigate adverse effects to historic properties resulting from the undertaking, and will sign this PA as Invited Signatories; and

WHEREAS, the Memphis District recognizes its responsibility to consult with federally recognized Indian tribes on a government-to-government basis, and has established a government-to-government relationship with each of the Tribes invited to sign this PA; and

NOW, THEREFORE, the Corps of Engineers Memphis District. the ACHP, the Missouri SHPO, and the invited signatory and concurring parties agree the BPMN Floodway project shall be carried out in accordance with the following stipulations in order to take into account the effect of the project undertakings on historic properties and to satisfy the Section I 06 responsibilities under the NHPA. STIPULATIONS The Memphis District shall ensure that the following measures are carried out: I. Applicability of this PA

A. Within their broad management responsibilities for the BPNM floodway (the Undertaking for purposes of Section 106), the Memphis District has responsibilities for several kinds of actions and activities with the potential to affect historic properties:

1. Ensuring the preparedness of the flood way for use in a flood emergency through periodic inspection, maintenance, and repair;

2. Inspection, maintenance, and repair of the levee system to ensure its performance when needed:

2 ------

3. Inspection oftloodway damage after use of the floodway, and floodway restoration as necessary.

B. This PA shall apply to all Memphis District undertakings on all lands related to its management of the Birds Point New Madrid Floodway project, New Madrid and Mississippi Counties.

C. When the Memphis District carries out an activity under the above categories, it shall first detem1ine whether the proposed activity is exempt from further review as set forth in Stipulation III. C. below. lfthe activity is not exempt, the Memphis District shall notifY the Signatories to this PA and initiate the consultation process set forth in Stipulation II below.

D. Once a year the Memphis District shall notify the Signatories to this PA with a list of the activities conducted within the BPNM Floodway that were exempt from review.

E. The Memphis District shall use the review process set out in this P A in lieu of 33 CFR Part 325 Appendix C for all regulatory actions within the BPNM Flood way.

F. The Memphis District shall ensure that this PAis included in any Operations Plan guiding management and use of the BPNM Floodway.

II. Consultation process for long-term management and levee maintenance of BPNM Floodway

A. The signatories to this P A mutually agree on the following consultation procedures for all Memphis District undertakings within the BPNM Floodway. including routine inspection, maintenance to lands and levees.

B. The Memphis District, SHPO. Tribes, and ACHP shall each designate one primary and one secondary contact. The primary contact is the one to which all initial and formal correspondence is directed to. If the individual designated as the primary point of contact is not available, that individual shall contact the other parties to this PA to inform them that communications should be directed to the secondary contact. Each party of this P A shall provide the other parties with the phone numbers, email addresses. and mailing addresses for the primary and secondary contacts (see Appendix B). Each party shall notify the other parties in writing and by email as soon as possible when contact information changes. Such changes shall not require the amendment of this agreement.

C. Should the Memphis District propose an action or activity within the BPNM floodway that is not exempt under Stipulation III. C. below, the Memphis District will initiate consultation with the Missouri SHPO and the point of contact with the consulting Tribes as early as practicable and continue throughout the Section 106 review.

D. While consultation is a mutual dialogue among all parties regarding the process of compliance and the historic properties that may be affected by Memphis District projects within the BPNM, the Memphis District, being the federal agency with responsibility for the BPNM

3 Floodway, makes all final decisions regarding its compliance with Section 106 of the NHP A and this PA.

E. The Memphis District will consult with the Tribes who sign this P A as invited signatories or concurring parties on a government-to-government basis in recognition of their sovereign status throughout any action or activity that might affect historic properties, including properties of traditional religious and cultural significance to Indian tribes.

F. Consultations may include face-to-face meetings, as well as communications by mail, electronic mail, facsimile, and/or telephone. Times and places of meetings. as well as an agenda for meetings, will be developed with mutual acceptance and done in a timely manner that is satisfactory to this P A's signatories and concurring parties.

G. The Memphis District may, at its sole discretion, invite other individuals, organizations, or federally recognized tribes to be consulting parties pursuant to the ACHP's regulations at 800.3(f)(3).

H. Except for emergency or discovery situations under Stipulation V. below, all signatories agree to respond to the Memphis District within thirty (30) calendar days from receipt of the original communication. A one time fifteen (15) work day extension will be granted upon written request. Lack of response can be taken to mean agreement with the Memphis District's plan or proposal.

III. Identification of Historic Properties and Assessment of Effects to Them

A. Initial notification.

1. The Memphis District will provide the Missouri SHPO and Tribes with early notification of all proposed actions and activities related to its management of the BPNM Flood way that are not exempt under stipulation I. B. above. Notification shall include available information about:

a. Purpose and scope of the proposed activity, including proposed work plan;

b. Location, illustrated as appropriate with 7.5 minute quadrangle map and photographs;

c. Information on extent of any ground-disturbing activities proposed;

d. If ground disturbing actions are proposed, information on historic properties known to exist within the immediate vicinity of the activity;

e. A proposed APE for the activity, and

f. Preliminary assessment of the need for further historic property identification efforts that may be necessary.

4 2. After receipt of this information from the Memphis District, any Tribe that has an interest in the proposed activity (henceforth, "Interested Tribes") shall notify the Memphis District of their interest and provide preliminary comments on the proposed activity within thirty (30) calendar days, including whether they believe there is the potential for historic properties of traditional religious and cultural significance of concern to them in the proposed APE. If the Memphis District does not receive a response from the Tribes within this time period, the Corps may assume that particular Tribe has no interest in the undertaking and will not be included in further correspondence about the action or activity unless the Memphis District has a late discovery situation (see Stipulation V. below) or the tribe requests in writing to be included.

B. Identification of historic properties

1. After consulting with the Missouri SHPO and Interested Tribe(s) to determine the Area of Potential Effect (APE) for the activity, the Memphis District will make a reasonable and good faith effort to identify historic properties that may be affected by the proposed activity as required by the ACHP's regulations (36 CFR Part 800.4(b(l )).

2. A "reasonable and good faith" identification effort is one that is reasonable in scope and carried out in good faith, but does not require a 100% or exhaustive field survey.

3. Extent and intensity of field survey will be determined by the Memphis District, after:

a. reviewing existing information on historic properties that may lie within the area of potential effects (so they will have current information on what may lie, or be expected to lie, within the APE), and

b. seeking information from others who may have knowledge of historic properties in the area (this includes the Missouri SHPO and Indian tribes who may have concerns about historic properties of religious and cultural significance to them within the APE), and

c. considering the factors set out in the ACHP's regulations (36 CFR § 800.4(b)(l)) used to design the identification effort, including previous surveys and research in the area, the magnitude and nature of the undertaking, the kinds of effects on historic properties the activity may have, and the likely nature and location of historic properties within the area of potential effects.

4. The Memphis District shall send its proposed historic properties identification plan {scope of work) to the Missouri SHPO and Interested Tribes for 30 days for review and comment The Memphis District shall take into account any comments received in finalizing its identification plan.

5. After finalization of the plan the Memphis District (or its agent) shall take steps necessary to identify historic properties within the APE.

a. All identification work shall conform to the professional standards and guidelines set forth at Stipulation XII. below.

5 b. Remote sensing or other non-ground disturbing methods are preferred and recommended where appropriate.

c. GPS coordinates along with all other geographical and site information required by the State of Missouri is included along with photographs that relate the site to its physical location.

d. When conducting an archaeological survey, the signatories to this PA agree that it is preferred that artifacts removed for diagnostic purposes are limited as not to compromise the context of the site nor diminish its National Register integrity. Artifacts will be removed with permission of the landowner.

6. In consultation with the Missouri SHPO and the Interested Tribes, the Memphis District shall apply the National Register criteria to determine which properties meet the criteria. and which do not.

7. The Memphis District will assemble a historic context and overview to provide a baseline of information about the historic and prehistoric past of the study area, and to assist with the National Register evaluation of historic properties. Development of the context and overview will include consultation with the Missouri SHPO and Signatory Tribes and historic preservation professionals to determine what research topics and issues are significant in the prehistory and history of the New Madrid Floodway.

8. The ACHP's regulations (at 800.4(c)(l)) acknowledge that Indian tribes possess special expertise in assessing the eligibility of historic properties that may possess religious and cultural significance to them, and the Memphis District shall give weight to the view of the Tribes in making determinations of National Register significance of properties of traditional religious and cultural significance to them.

9. Should there be a disagreement over the eligibility or non-eligibility of a property. and the disagreement cannot be resolved. the Memphis District shall obtain a final determination from the Keeper of the National Register at the NPS in accordance with the ACHP's regulations at 36 CFR § 4(c)(2).

10. For properties that do not meet the National Register criteria for eligibility. the Memphis District has no further responsibilities to them under Section 106.

C. Exemptions

1. Any proposed undertaking in which the area of potential effect has been surveyed for historic properties and no eligible or potentially eligible properties. or human remains or cultural items as defined in the Native American Graves Protection and Repatriation Act (NAGPRA), were identified.

2. Any proposed undertaking in which the area of potential effect cannot possibly (due to age or location of the land surface) have significant historic properties on it:

a. land 125 years or less old (normally around rivers or streams)

6 b. modern (after 1950) man-made soil, rock. gravel, etc. structures (i.e. levees, berms, elevated building platforms, railroad grades, etc.)

c. previously filled ponds or depressions

d. existing cemeteries.

D. Assessment of effects to historic properties

I. The Memphis District. in consultation with the Missouri SHPO and Interested Tribes, shall determine if the proposed activity alters those characteristics of each identified historic property that qualifY it for inclusion in the National Register. If so, the Memphis District shall consult further to determine whether the proposed activity will have an adverse effect; that is, will the activity diminish or destroy, either directly or indirectly, the property's historic characteristics, including as applicable its location, design, setting, materials, workmanship, feeling, or association. Adverse effects may include reasonably foreseeable eflects caused by the undertaking that may occur later in time, be farther removed in distance, or be cumulative.

2. If the Memphis District. in consultation with the Missouri SHPO and Interested Tribes, determines that a proposed undertaking will not adversely affect an historic property, the Memphis District shall implement the undertaking as planned, or with any provisions designed to avoid an adverse effect.

3. If at any time, prior to or during implementation, the activity is modified, the Memphis District shall consult the Missouri SHPO and the Interested Tribes regarding the modification and its effect on historic propetties.

IV. Resolution of adverse effects to historic properties

1. Upon a determination that an activity will adversely affect those characteristics of an historic property that qualify it for listing on the National Register of Historic Places, the Memphis District shall continue to consult with the Missouri SHPO and the Interested Tribes to seek ways to reduce or mitigate the adverse effects.

2. The Memphis District shall notify the ACHP upon a determination of adverse effect and invite their participation in consultation to resolve adverse effects. The ACHP shall have 15 days to respond to the request for participation. The Missouri SHPO, the Interested Tribes, and/or other consulting parties may at any time also request the ACHP to participate in consultation.

3. The signatories to this P A agree that complete avoidance of adverse effects is the preferred treatment, followed by reducing the impact of the adverse effect, followed by mitigation, which is a way to remedy or compensate for an adverse effect.

4. If the Memphis District, the Missouri SHPO and the Interested Tribes agree on conditions that successfully avoid or adequately minimize adverse effects to an historic property, the Memphis District shall implement the proposed undertaking in accordance with the agreed-upon conditions.

7 5. lfthe Memphis District, the Missouri SHPO and the Signatory Tribes agree that adverse effects cannot be avoided or adequately minimized through project redesign or other means, the Memphis District, in consultation with the Missouri SHPO and the Signatory Tribes, shall consult to develop treatment plans to mitigate the adverse effects of the proposed activity.

6. Should the consulting parties determine that archaeological data recovery is the appropriate treatment, the Memphis District shall develop a data recovery plan that shall specify, at a minimum:

a. The location where data recovery is to be carried out;

b. The research questions to be addressed through data recovery, with an explanation of their relevance and importance. The Missouri SHPO and Interested Tribes shall be solicited for research questions:

c. The methods to be used, with an explanation of their relevance to the research questions;

d. The methods to be used in analysis and data management, including a proposed timetable for excavation, analysis, and preparation of technical reports and other publications;

e. The proposed disposition of recovered materials and records;

f. The proposed methods and timing by which Interested Tribes and the Missouri SHPO will be kept informed of the progress of the data recovery and be afforded the opportunity to participate;

g. A plan, in accordance with state and federal law, regarding burials/human remains and consistent with the provisions of Stipulation VI. below, for treatment of any human remains, grave goods, and funerary objects that may be encountered.

7. The Memphis District shall submit the proposed data recovery plan with suppo11ing documentation to the Missouri SHPO and the Interested Tribes for review and comment for a period of thirty (30) days, unless it is mutually agreed to shorten or lengthen the review period. The Memphis District shall consider the comments received in finalizing and implementing the data recovery plan.

8. The Memphis District shall ensure that adequate time and funding are provided in order to carry out all aspects of the data recovery plan.

9. The Memphis District shall ensure that the Signatory Tribes and other consulting parties, and the Missouri SHPO are provided timely progress/activity reports on the implementation of the data recovery and/or as each survey session is complete.

V. Post-review discoveries and unanticipated effects to historic properties

A. Should the Memphis District encounter previously unknown historic properties during Corps actions and activities on the BPNM Floodway, or find that an action or activity is having an adverse effect that was not anticipated, or when artifacts or features or other archaeological or

8 burial remains are found that may, in the opinion of the on-site archaeologist, be the remains of an historic property, grave, or cemetery, the District Archeologist will consult the Missouri State law (RsMO 194.400-41 0) then:

1. the construction contractor must immediately stop all work activity within a thirty (30) meter buffer zone around a known or newly discovered historic property.

2. the cultural resource investigator must immediately stop all work within a fifteen (15) meter radius buffer zone around newly discovered human remains and then contact local law enforcement to determine if the human remains are a crime scene or not.

3. notify the Memphis District of the discovery within twenty four (24) hours, and protect the discovery from looting and vandalism. Construction may continue outside the buffer zone.

B. Within forty-eight ( 48) hours of receipt of this notification of the discovery, the Memphis District shall:

1. inspect the work site to determine the extent of the discovery and ensure that work activities have halted within the appropriate buffer zone;

2. clearly mark the area of the discovery;

3. implement additional measures, as appropriate, to protect the discovery from looting and vandalism; and

4. notify the Missouri SHPO and the Interested Tribes of the discovery.

C. The Memphis District, in consultation with the Missouri SHPO and interested Tribes, will have three (3) working days following notification to determine the NRHP eligibility of the discovery. The Memphis District may assume the newly discovered property to be eligible for the NRHP for the purposes of Section 106 pursuant to 36 CFR § 800.13(c).

D. If the find is determined to be an historic property, the Memphis District will consult with the Missouri SHPO and the Interested Tribes regarding appropriate measures for site mitigation. The SHPO and the Interested Tribes will have three (3) working days to review and comment on the proposed measures. The Memphis District shall take all comments received into account in finalizing the treatment plan. These measures may include, but are not limited to:

1. formal archaeological evaluation of the site;

2. exploration of potential alternatives to avoid the site;

3. preparation and implementation of a limited data recovery plan that attempts to retrieve significant information from the site.

E. If the site's integrity seems to be completely compromised by construction activities, representatives of the Memphis District will be present when construction activities resume within the buffer zone and will monitor activities to assist in determining the nature of the cultural deposits.

9 F. Should human remains or grave goods be present, the construction contractor must immediately stop all work activity within a fifteen (15) meter radius buffer zone and the procedures set out in Stipulation VI. B. below, be implemented.

G. The Memphis District shall provide sufficient information, including contact names of designated Memphis District officials, to all contractors and staff regarding procedures for an inadvertent discovery of historic properties, human remains, and cultural items and the penalties for inappropriate actions under the applicable Federal and state laws and regulations in all contracts, work orders, and related documents with copies to the District archeologists and the environmental division.

VI. Treatment of Human Remains A. The Memphis District recognizes that the respectful treatment of human remains and funerary objects is a paramount concern and will ensure that the views of living descendants, including Tribes, and other interested parties, are fully considered in the decision-making process.

B. Unanticipated discovery ofhuman remains

I. During the implementation of any action or activity within the BPNM Flood way, or during the course of its general management responsibilities. should human remains or the indications of a burial. grave goods, and/or funerary items be encountered, the Memphis District or its representative in the field shall ensure that all activity within fifteen ( 15) meters ceases, the area is secured and a reasonable effort is made to protect the materials. As per Missouri State law (RsMO 194.400-41 0), local law enforcement shall be immediately notified to determine whether that the remains are not a part of a crime scene. If they are not, then as per Missouri state law the Missouri SHPO shall assume jurisdiction.

2. When human remains or indications of a burial are discovered, the individual(s) who made the discovery shall immediately notify the local law enforcement and the Memphis District.

3. If it is possible that human remains may be of American Indian origin. the Memphis District shall notify the Signatory Tribes and the Missouri SHPO by telephone, text message, email or other agreed on manner within 24 hours of the discovery, followed by written notification and whether the remains are in an area where ground disturbing activities are taking place or where the remains seem to have been exposed through natural agencies (e.g., erosion).

4. If human remains are historic and not of American Indian origin, the Memphis District shall detennine ifthe location is a cemetery and then comply with the appropriate Missouri law.

5. The Memphis District shall have an archaeologist immediately survey or resurvey the general area where the remains were found to determine the nature of the remains and evaluate the possibility of preserving the remains in place or whether they will need to be exhumed/moved. If possible Tribal representative(s) shall be present to advise on appropriate treatment of the exposed remains and on the most appropriate long-term solution.

6. The Memphis District shall provide information collected on the nature of the remains and a recommended treatment plan within five (5) working days to the Signatory Tribes and the Missouri SHPO. The Memphis District shall consult with all relevant parties to determine the

10 appropriate course of action with regard to the human remains and any accompanying artifacts, grave goods, or funerary objects.

7. All signatories to the P A agree that the most appropriate treatment, if feasible, is to protect the remains and permanently preserve the burial in situ.

8. If the Memphis District, after consultation, determines that protection, avoidance, or repair is not feasible, then disinterment shall be conducted in accordance with methods and procedures outlined below in Stipulation VI.C. below.

9. The Memphis District may authorize the activity in the direct discovery areas to resume as soon as the remains have been removed from the ground.

C. Intentional Excavation of Human Remains

l. The Memphis District shall ensure that removal or disinterment of burial/human remains occurs only after all feasible alternatives have been considered, and after development of an appropriate data recovery excavation and reburial plan has been developed through consultation with the Missouri SHPO and the cultural affiliated Tribe(s) and/or participating Signatory Tribe(s). The Missouri SHPO may defer to the Corps and Tribes in development of the reburial plan if it desires. 2. The excavation and reburial plan will contain provisions to ensure that:

a. disinterment is carried out in accordance with the excavation plan and in the presence of designated representative(s) of the Signatory Tribes or other relevant parties if they wish to participate;

b. disinterment shall be carried out in a sensitive manner using appropriate archaeological techniques;

c. all accompanying grave goods. and funerary objects will be removed and recorded in the field, and then removed (with pennission of the landowner) from the site and left in the care of the SHPO or in a curation facility designated by the SHPO along with the remains until returned to the landowner or reburial is carried out;

d. with the landowners permission the remains and grave goods, will be transported to a state approved curation facility for the purpose of temporary storage in accordance with the terms of a burial permit prior to the reinterrnent;

e. reinterment of American Indian human remains shall be as close to the original burial as possible or, if conditions warrant in an American Indian Keepsafe Heritage Cemetery that may be established. The location of the reinterment shall be determined in consultation with the culturally aftiliated Tribe(s) or in the absence of such affiliation, a consensus of the participating consulting Tribes.

f. as funerary objects are not covered under Missouri state law RsMO 194.400-410, the Memphis District or its agent will inform the landovvner (prior to ground-disturbing activities-removed) concerning the wishes of the descendant Tribes regarding the disposition of human remains and funerary objects and will strongly encourage the

11 property owner to turn over any funerary objects to the Tribes or permit them to remain in the ground with the burial.

3. The Memphis District or its agents, in consultation with the Missouri SHPO, Tribes, and other interested parties such as living descendants, may consult with a qualified physical anthropologist, forensic scientist, or other experts as may be needed to examine and assess the inadvertent discovery. If possible, the evaluation will be conducted on site. The consulting expert will be allowed to draw, measure, and photograph the exposed remains, analyze associated funerary objects, and remove soil samples from the interior of the grave excavation. Drawings, photographs, and other records will be curated at a state approved curation facility in Missouri. Drawings cannot be published in any form or shown as part of scholarly presentations without the written permission of the Memphis District and culturally-affiliated Tribe. or in the absence of this, concurrence from Signatory Tribes.

4. A report of findings describing the background history leading to and immediately following the reporting of the inadvertent discovery will be prepared within twenty (20) calendar days of each inadvertent discovery. This report must meet the Secretary of the Interior's Standards and Guidelines for Archeology and Historic Preservation (49 FR 44716) and the Missouri SHPO guidelines.

VII. Tribal Monitoring

A. The Memphis District is committed to working with the Tribes to assist in identifying and minimizing project impacts on important historic properties, including properties of religious and cultural significance, including but not limited to distinctive shapes in the landscape, areas that have provided subsistence or medicinal plants, traditional fisheries and wildlife, and places of spiritual renewal.

B. In general, Tribal monitors are selected and hired by the Tribe to assist in the planning pl1ase and to monitor areas during the historic property identification and evaluation process and during ground disturbing activities related to floodway maintenance and construction. Tribal monitor expenses will be borne by the Tribe, unless the Memphis District issues Invitational travel orders when the Tribal representative/monitor/cemetery committee member is specifically invited by the Memphis District Engineer. Tribal Liaison, or District Archeologist to the BPNM Floodway. The number of Tribal members invited by the Memphis District will vary depending on the circumstances (consultation meeting, site visit, reburial, etc.). The normal invitation is for one Tribal representative per Tribe. Should a Tribe wish to send a representative to view/monitor on going work those expenses will be borne by the Tribe.

C. As appropriate Tribal monitors will be invited to meet on-site during project planning with the District Archeologist or Tribal Liaison and district design engineers in order to assist in locating previously identified traditional cultural properties that should be avoided during project construction. Tribal monitors may also be invited by the Memphis District to inspect the construction site to ensure no adverse effects will occur to a property of traditional religious and cultural significance.

D. Tribal monitoring of archaeological work is by permission ofthe Memphis District Archeologist or Tribal Liaison.

12 E. Should a Tribal monitor be on site and determine for any reason that work should be conducted in a different manner or location, the monitor must present their concerns to the District Archeologist and the contractor's Principal Investigator or crew chief. The Memphis District's Archaeologist will have final say about the need to modify the manner or location of the work in question. Tribal monitors will communicate with the District Archeologist and will not direct construction personnel or equipment. The authority to stop work will rest on the District Archeologist. In no case will the Tribal representatives direct the field crew to work in a specific location or in a specific manner (such actions could cause unauthorized and illegal contract modifications).

F. The Tribal monitors are required to have adequate safety training and must follow strict protocol while in the field. A clear line of communication amongst the Tribal monitors, the Tribe(s), and the Memphis District representatives and their consultants and contractors will be developed and conveyed to all parties in the field. The Tribal monitors will be required to keep detailed records of their activities while in the field through daily and weekly reports provided to the Memphis District and the associated Tribe(s). These reports may also be shared with other consulting parties that will be identified through the consultation process.

G. Credentials and qualifications of the Tribal monitors shall be within the purview of the individual Tribe. The individuals selected will be officially recognized by the Tribe as having the capabilities to perform the duties as described herein and to act for and officially represent the Tribe in situations that may arise where time is critical and decisions must be made in the field.

VIII. Artifact Curation

A. Because the BPNM Floodway is all private property, under Missouri state law (RsMO 194.400-41 0), all artifacts collected from private property, excluding human skeletal remains, are the property of the landowner.

B. If the landowner so requests, the artifacts will be returned to the landowner within thirty (30) days after the landowner has been notified that all Federal interests in the collection have ended.

C. The Memphis District shall follow curation standards set forth in 36 CFR Part 79 and the curation standards of Missouri Historic Preservation Office for all archaeological collections it takes possession of. Collections shall be curated in a state-approved collections facility. It is preferred that associated curated materials be stored together. Curated cultural items and related documents include but are not limited to artifacts, field notes, project-related images, analysis notes, or other materials generated during an identification survey, test excavation, data recovery, intentional excavation or related activity.

D. Human remains are not considered artifacts per se and will be treated in accordance with Stipulation VI. above.

13 IX. Birds Point-New Madrid Floodway Emergency Procedures

A. The authority of the Memphis District to operate the Birds Point-New Madrid Flood way is contained in House Document No. 308 of the ggth Congress, znd Session. While the intent is that the Floodway normally will not be placed in operation until flood heights in excess of 60 feet on the Cairo, Illinois gage are predicted, the operation of the Floodway is determined by the President of the Mississippi River Commission and is executed by the Memphis District. It is expected that natural overtopping of the fuse plug section will be allowed to occur prior to determining the necessity to artificially crevasse the frontline levee.

B. At the time of operation, the Memphis District responsibility under 36 C.F.R. Section 800 will be waived as set forth in 36 C.F.R. Section 800 Part 800.12(d).

X. Initial inspection of Birds Point-New Madrid Floodway after use

A. As soon as practicable after operation of the Floodway Memphis District personnel and contractors shall inspect kno\\>TI historic properties based on the 201 1 damage assessment report to determine the extent of damage or change to them as a result of the use of the floodway provided land owner permission.

B. Depending on the changes to the soils and landforms as a result of operating the tloodway, the "Damage Assessment Team" may determine that new areas of erosion or deposition that will require attention should be surveyed for historic properties. Such survey shall be carried out in accordance with Stipulation III.A-C. above assuming land owner permission.

C. Inhabitants of the tloodway will be informed (manner to be determined by Memphis District Commander, archeologist and legal staff) about the possibility of archeological sites being uncovered and the potential for discovery of human remains. Inhabitants will be informed that it is illegal under Missouri state law to collect human remains or artifacts from cemeteries. They will be directed to call immediately either the county coroner and/or the county sheriff and the district archeologist or the district tribal liaison if such items are discovered on a work site.

D. Tribes, of their own accord and using their own resources, may submit brochures or other forms of literature to educate the landowners as to the significance and need to protect artifacts. Any material shall state who prepared it and whether or not it has been reviewed by the Memphis District to ensure it is factual and accurate.

E. The disposition of human remains discovered after flood way operation shall be carried out in accordance with Stipulation VI. above.

F. Costs associated with excavation and curation. or reburial of human remains will be borne by the Memphis District. Costs for travel to and from the floodway by Missouri SHPO personnel or Tribes shall be borne by the associated Tribes or SHPO, unless specifically invited by the Memphis District pursuant to Stipulation Vll.B. above.

14 XI. Handling of confidential information A. Only the Missouri SHPO and Tribal points of contact will be provided confidential information about the results of archaeological surveys and other pertinent information including, but not limited to, archaeological site locations, site treatment plans, and information on the disposition or curation of artifacts and other cultural materials.

B. The PA's signatories and concurring parties agree to maintain the confidentiality of all archaeological site and reburial site locations and other information pertaining to historic properties where possible, but limited to the boundaries of applicable law. Because this information and documentation was generated by the Memphis District of the Corps of Engineers, the permission of the Memphis District is required for any dissemination by any signatory or concurring party to this P A. Should a conflict arise, or a party be unable to maintain confidentially, the Corps shall contact the Secretary of the Army and institute the provisions set forth at Section 304 of the National Historic Preservation Act of 1966, as amended ( 16 U .S.C. 470aaa-8).

XII. Professional qualifications, documentation, and reporting standards

A. The Memphis District shall ensure that all archaeological investigations within the BPNM Flood way are implemented by or under the direct supervision of a person(s) meeting the minimum qualifications for the Secretary of Interior's Professional Qualifications Standards for Archeology (48 CFR 44738-44739).

B. All archeological fieldwork will follow the Secretary of Interior's Standards and Guidelines for Archeology and Historic Preservation as amended (48 FR 44716), the Secretary oflnterior's Standards for Evaluation, and the Missouri Guidelines for Phase I Archeological Survevs/Reports in Missouri (Missouri Guidelines) issued by the Missouri Department of Natural Resources, State Historic Preservation Office.

C. When the Memphis District request assistance from an Interested Tribe(s) to aid in the identification, evaluation, assessment of effects, and treatment of historic properties of traditional religious and cultural importance, such Interested Tribe(s), their tribal representatives, Traditional Cultural Authorities and/or Practitioners or other religious leaders, need not meet the Secretary oflnterior's Professional Qualifications Standards (48 FR 44738-44739).

D. The Memphis District shall provide all new cultural resource investigation/archeological reports, including bibliographies. on the Birds Point New Madrid Floodway Project, to the Signatory Tribes, the Missouri SHPO, and/or other consulting parties.

XIII. Annual Meetings

A. At a minimum of every three calendar years, as requested by a signatory, the Memphis District may organize and facilitate a meeting of the signatories and concurring parties to review

15 progress ofproject(s) completion to determine compliance with pertinent laws, regulations and agreements, and to discuss needed changes or amendments to this P A.

B. To facilitate such consultation, the Memphis District shall report to the Tribes and the Missouri SHPO all activities carried out pursuant to this PA. Such reporting shall be in written format.

XIV. Administrative provisions

A. Amendments: Any signatory to this Agreement may propose to the other signatories that it be amended, whereupon the signatories will consult in accordance with 36 CFR § 800.6(c )(7) to consider such an amendment.

B. Dispute resolution: Should any signatory to this Agreement object to any action carried out or proposed by the Memphis District with respect to the implementation of this Agreement, the Memphis District shall consult with that signatory party to resolve the objection. If the Memphis District after initiating such consultation determines that the objection cannot be resolved the Memphis District shall forward documentation relevant to the objection to the ACHP, including the Memphis District's proposed response to the objection. Within forty-five (45) days after receipt of all pertinent documentation, the ACHP shall exercise one of the following options:

I. Advise the Memphis District that the ACHP concurs in the Memphis District's Proposed final decision, whereupon the Memphis District shall respond accordingly;

2. Provide the Memphis District with recommendations, which the Memphis District shall take into account in reaching a final decision regarding its response to the objection; or

3. Notify the Memphis District that the objection will be referred to the ACHP membership for formal comment and proceed to refer the objection and comment within forty-five (45) days. The resulting comment shall be taken into account by the Memphis District in accordance with 36 CFR § 800.7(c)(4).

4. Should the ACHP not exercise one of the above options within forty-five (45) days after receipt of all pertinent documentation, the Memphis District may assume the ACHP's concurrence in its proposed response to its objections.

5. The Memphis District shall take into account any ACHP recommendation or comment provided in accordance with this stipulation with reference only to the subject of the objection; the Memphis District's responsibility to carry out all actions under this Agreement that are not the subjects of the objection shall remain unchanged.

C. Termination of PA: Any signatory to this Agreement may terminate it by providing sixty (60) days notice to the other parties, provided that the parties will consult during the period prior to the termination to seek agreement on amendments or other actions that will avoid termination. In the event of termination of this Agreement by the SHPO, the Memphis District shall comply with the provisions of36 CFR § 800.6(c)(8).

16 D. Sunset Provision: This PA is executed as of the last date shown below and expires no later than ten (10) years, at which time it is subject to review, renewal, or expiration. The Memphis District will periodically review this agreement and recommend and execute any modifications or adjustments that would be desired.

E. Anti-Deficiency Act: The stipulations of this Agreement are subject to then provisions of the Anti-Deficiency Act (31 U.S.C. Sec. 1341 ). If compliance with the Anti-Deficiency Act alters or impairs the Memphis District's ability to implement the stipulations of this agreement, the Memphis District will consult in accordance with the amendment and termination procedures found in this Agreement.

F. Null and Void Provision: In the event any provision of this PA shall be deemed contrary to or in violation of any applicable existing law or regulation of the State of Missouri or the United States of America or of the Signatory Tribes affixing their signatures hereto, only the conflicting provision shall be deemed null and void, and the remaining provisions ofthis PA shall remain in etlect.

G. Legal effect ofPA: Nothing contained in the agreement shall be construed to waive the sovereign rights of any invited signatory or concurring tribe, its officers, employees or agents.

Ext:cutiun of this Programmatic Agreement by the signatories and implementation of its terms are evidence that the Memphis District of the Corps of Engineers has complied with Section 106 of the National Historic Preservation Act and has afforded the ACHP an opportunity to comment on the undertaking and its effects on historic properties and that the Memphis District has taken into account the effects of the undertaking on historic properties.

17 Memphis District, U.S. Army Corps of Engineers:

Date: Vemie L. Reichling, Jr. Colonel, District Cornman r

Missouri State Historic Preservation Officer:

By:. ______Date: ______William J. Bryan Deputy State Historic Preservation Office Missouri State Parks Director

Advisory Council on Historic Preservation:

By: ______Dme: ______John M. Fowler Executive Director

18 Invited Signatory:

Chickasaw Nation of Oklahoma:

By:. ______Date: ______Bill Anoatubby Governor

Memphis District, U.S. Army Corps of Engineers:

By: ______Date:. ______Vemie L. Reichling, Jr. Colonel, District Commander

19 Invited Signatory:

Delaware Nation:

By: ______Date: Kerry Holton ------President

Memphis District, U.S. Army Corps of Engineers:

By: ______Date: ______Vernie L. Reichling, Jr. Colonel, District Commander

20 Invited Signatory:

Eastern Shawnee Tribe of Oklahoma

By:. ______Date:. ______Glenna J. Wallace Chief

Memphis District, U.S. Army Corps of Engineers:

By: ______Date:. ______Vemie L. Reichling, Jr. Colonel, District Commander

21 Invited Signatory:

Quapaw Tribe of Oklahoma:

By: ______Date: ______John Berrey Chairman

Memphis District, U.S. Army Corps of Engineers:

By: ______Date: ______Vemie L. Reichling, Jr. Colonel, District Commander

22 Invited Signatory:

Thlopthlocco Tribal Town

By: ______Date:. ______Charles Coleman Warrior and THPO

Memphis District, U.S. Army Corps of Engineers:

By: ______Date: ______Vernie L. Reichling, Jr. Colonel, District Commander

23 Invited Signatory/Concurring Tribes:

x:x:xxxxxxxxxx

By: ______Date:. ______

Memphis District, U.S. Army Corps of Engineers:

By: ______Date: ______Vernie L. Reichling, Jr. Colonel, District Commander

24 APPENDIX A

FEDERALLY RECOGNIZED INDIAN TRIBES INVITED TO PARTICIPATE IN DEVELOPMENT OF THIS PROGRAMMATIC AGREEMENT

ABSENTEE-SHAWNEE TRIBE ALABAMA-QUASSARTE TRffiAL TOWN CHEROKEE NATION, OKLAHOMA CHICKASAW NATION OF OKLAHOMA CHOCTAW NATION DELAWARE NATION DELAWARE TRIBE OF INDIANS, OKLAHOMA EASTERN SHAWNEE TRIBE OF OKLAHOMA JENA BAND OF CHOCTAW INDIANS KAWNATION KIALEGEE TRIIBAL TOWN MUSCOGEE (CREEK) NATION OSAGE NATION OF OKLAHOMA OTOE-MISSOURIA TRIBE OF OKLAHOMA PEORIA TRIBE PONCA TRIBE OF OKLAHOMA QUAPAW TRIBE OF OKLAHOMA SAC AND FOX NATION OF MISSOURI SAC AND FOX NATION OF OKLAHOMA SHAWNEE TRIBE THLOPTHLOCCO TRIBAL TOWN TUNICA-BILOXI TRIBE OF LOUISIANA UNITED KEETOOWAH BAND OF CHEROKEE INDIANS OF OKLAHOM

25 APPENDIXB PRJMARY AND SECONDARY POINTS OF CONTACT

Advisory Council on Historic Preservation

Primary~Mr. Thomas McCulloch, Federal Projects Coordinator.

Ph. 202-606-8554

Missouri State Historic Preservation Office

Primary-Ms. Judith Deel, SHPO Representative, Ph. 573~751-7862

Email: judi t lu!nJ.:f! , I nr. nH L ''-! '.l

Secondary

U.S. Army Corps of Engineers, Memphis District Primary-Mr. Jimmy McNeil, District Archeologist, Ph. 901-544-0710

Secondary- Mr. Robert Dunn, District Tribal Liaison, Ph.901-544-0706

Chickasaw Nation- Primary -Ms. LaDonna Brown, THPO, Ph. 580/272-5593 Email: [email protected]

Secondary- Mr. Bill Anoatubby, Governor, Ph. 580/332-8685

Delaware Nation - Primary- Ms. Tamara Francis, THPO Ph. 405/272-2448 Email: tlrancistl'llela~~m;eilmlnn.ct}m

Secondary- Mr. Kerry Holton, President, Ph. 405/247-2488, x127

Eastern Shawnee- Primary- Ms. Robin Dushane, THPO Ph. 918/666-2435, xl845

Email: rduslH.mc.a',;.::-;too. lli.:l

26 Secondary- Ms. Glenna Wallace, Chief, Ph. 918/666-2435

Quapaw Tribe - Primary- Ms. Jean Ann Lambert, THPO, Ph. 918/533-8290

Email: _jl;;~mhert/(Lquapavvtribe.com

Secondary- Mr. John Berrey, Chairman, Ph. 918/542-1853

Thlopthlocco- Primary- Mr. Charles Coleman, Warrior and THPO, Ph. 405/220-2185 Email: nctn/ •.u11n

Secondary- Mr. George Scott, Town King, Ph.918/560-6198

27 QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (91 8) 542-1 853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No.121712-B

A RESOLUTION APPROVING THE QUAPAW TRIBE'S PARTICIPATION AS A CONCURRING PARTY IN THE PROGRAMMATIC AGREEMENT AMONG THE UNITED STATES DEPARTMENT OF THE INTERIOR, NATIONAL PARK SERVICE, THE ADVISORY COUNCIL ON IDSTORIC PRESERVATION, AND THE MISSOURI STATE IDSTORIC PRESERVATION OFFICER JU;GARDING IMPLEMENTATION OF THE WINNING DESIGN OF THE FRAMING A MODERN MASTERPIECE INTERNATIONAL DESIGN COMPETITION i

WHEREAS, the Quapaw Tribe of Indians of Oklahoma (0-Gah-Pah) is a federally recognized Indian Tribe ·and is. governed· by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Quapaw· Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf of the Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal.business, including ientering into intergovernmental agreements and overseeing the protection and preservation of the Tribe's cultural, religious, and historic sites and artifact~; and · WHEREAS, \the Tribal Business Committee desires to approve the Quapaw Tribe's participation as concurring signatory in the Programmatic Agreement among the United States Department of the Interior, National Park Servic.e, the Advisory Council on Historic Preservation, and the Missouri State Historic Preservation Officer Regarding Implementation of the Winning Design of the Framing a Modem Masterpiece International Design Competition (the "Modem Masterpiece Programmatic Agreement"), a copy of which is attached hereto. NOW, THEREFORE BE IT RESOLVED THAT ithe Quapaw Tribe's participation as a concurring signatory in the Modem Masterpiece Programmatic Agreement is hereby approved, and further that the Chairman of the Tribal Business Committee is hereby authorized to execute and deliver such programmatic agreement on behalf of the Tribe.: Certification follows on the next page., CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted ~t a regular meeting of the Tribal Business Committee on :December 17, 2012, with a vote reflecting ~ yes; Qno; Qabstaining; and 2. absent.

,Approving Participation in Modem Masterpiece PA: 2 DOCUMENTATION OF AN ELECTRONIC - PHONE POLL

DATE: December 17, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrative Assistant

SUBJECT MATTER: To Approve Resolution 121712-B Approving the Quapaw Tribe's participation in the programmatic agreement regarding the implementation of the winning design of the Framing A Modem Masterpiece International Design Competition.

SEE ATTACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Chairman Via Email X 12/17/12 11:56 am Thomas Mathews NO RESPONSE Vice-Chairman X 12/17/12 2:50pm Tamara Smiley-Reeves Via Email Sec./Treas. X 12/17/12 11:46 am Ranny McWatters, Via Email Member X 12/17/1211:52 am Florence Marie Mathews, NO RESPONSE Member X 12/17/12 2:50pm Marilyn Rogers, Via Email Member X 12/17/121:20 pm T.C. Bear, Via Email Member X 12/17/12 1:45pm

RESULTS:.§ YES; .2 NO; .2 ABSTAIN;~ ABSENT. MOTION PASSES.

Florence Marie Mathews vote came in after the initial certification and did not change the outcome of the final decision.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On December 17, 2012 with a vote reflecting §. yes; Q no; Q abstaining; and 2. absent. PROGRAMMATIC AGREEMENT AMONG THE UNITED STATES DEPARTMENT OF THE INTERIOR (NATIONAL PARK SERVICE), THE ADVISORY COUNCIL ON HISTORIC PRESERVATION, AND THE MISSOURI STATE HISTORIC PRESERVATION OFFICER REGARDING IMPLEMENTATION OF THE WINNING DESIGN OF THE FRAMING A MODERN MASTERPIECE INTERNATIONAL DESIGN COMPETITON

WHEREAS, the United States Department of the Interior, National Park Service, Jefferson National Expansion Memorial (NPS) and the CityArchRiver 2015 Foundation (Foundation) propose to implement the winning design of the Framing a Modern Masterpiece International Design Competition (the Design Competition) by carrying out the physical and programmatic elements called for by that design in Appendix A (the Undertaking) and in doing so must meet the requir~ments of Sections 106 and 110(f) of the National Historic Preservation Act (16 U.S.C. 470f, 470h-2(f)); and WHEREAS, the Design Competition was undertaken after being identified as the preferred alternative of the October 2009 General Management Plan/Environmental Impact Statement (GMP/EIS) for Jefferson National Expansion Memorial (the Park); and WHEREAS, the Foundation sponsored the Design Competition focusing on the Park, a National Historic Landmark (NHL), to result in the selection of a design "to integrate the park, the east and west sides of the Mississippi River, the surrounding attractions and the downtown into a single and vibrant dynamic destination;" and WHEREAS, the FHWA has satisfied the requirements of Section 106 for transportation improvements associated with the Foundation's Design Competition (see Appendix A) including the proposed construction of a 300-foot wide landscaped 'lid' over the sunken lanes of 1-70 between Market and Chestnut streets and associated road and ramp changes as demonstrated by a concurrence by the Missouri SHPO dated September 30, 2011 with FHWA's finding of a no adverse effect; and WHEREAS, the NPS has identified the Area of Potential Effect (APE) and assembled a list of historic properties within the APE that have the potential to be affected by the Undertaking as indicated in Appendix B; and WHEREAS, NPS has determined that effects on historic properties cannot be fully evaluated prior to approval of the undertaking, and has developed this Programmatic Agreement (PA) establishing a process to assess and resolve adverse effects in accordance with 36 CFR Part 800.14(b)(1)(ii); and WHEREAS, the Secretary of the Interior has been invited to participate in recognition of the potential effects to two National Historic Landmarks (Jefferson National Expansion Memorial and Eads Bridge); and WHEREAS, any portion of the winning design that extended beyond the referenced APE will not be implemented under this PA, except as noted herein or as amended pursuant to the terms herein; and WHEREAS, the NPS acknowledges that removal of parking will create a demand for parking accommodation beyond the confines of the Park, and the connection to this Undertaking, if any, will be clarified and NPS agrees to undertake separate review of that action under 36 CFR Part 800, as appropriate; before the removal of the parking garage will commence; and WHEREAS, the NPS, consulted with the Advisory Council on Historic Preservation (ACHP) and the ACHP will be a signatory to this PA; and WHEREAS, the development and execution of this PA fulfills stipulation IV.H of the Memorandum of Agreement among the NPS, ACHP, Illinois and Missouri SHPOs and the Foundation executed July 13, 2010 to guide the design completion; and WHEREAS, the NPS consulted with the Missouri and Illinois State Historic Preservation Officers (SHPO) and the Illinois SHPO declined to participate in negotiations to develop the PA or be a signatory to the PA; and

1 WHEREAS, the NPS consulted with the Absentee-Shawnee Tribe of Indians of Oklahoma, Delaware Nation of Oklahoma, Eastern Shawnee Tribe of Oklahoma, Iowa Tribe of Kansas and Nebraska, Iowa Tribe of Oklahoma, Kaw Nation, Kickapoo Tribe in Kansas, Miami Tribe of Oklahoma, Muscogee Creek Nation, Osage Nation, Ponca Tribe of Nebraska, Peoria Tribe of Oklahoma, Quapaw Tribe of Oklahoma, Sac and Fox Tribe of the Missouri in Kansas and Nebraska, Sac and Fox Tribe of the Mississippi in Iowa, Sac and Fox Nation of Oklahoma concerning the Undertaking and historic properties of cultural significance to them; and WHEREAS, the Peoria Tribe of Oklahoma, Miami Tribe of Oklahoma, and Quapaw Tribe of Oklahoma (here after referred to as "other Interested Tribes") desire to continue participating in consultations and have been invited to sign the agreement as a Concurring Party (acknowledging that the Tribes have read and understand the PA and are in agreement with the terms of the PA); and WHEREAS, the Osage Nation desires to continue participating in consultations and has been invited to execute this agreement; and WHEREAS, the NPS has and continues to provide the public with information about the Undertaking and shall continue to seek and consider the views of the public regarding the Undertaking; and WHEREAS, Missouri Preservation has participated in consultations and has been invited to sign this agreement as a Concurring Party; and

WHEREAS, the National Trust for Historic Preservation has participated in consultations and has been invited to sign this agreement as a Concurring Party;

NOW, THEREFORE, the NPS, the ACHP, and the Missouri SHPO agree that the Undertaking shall be implemented in accordance with the following stipulations in order to take into account the effects of the Undertaking on historic properties. STIPULATIONS

Consistent with assurances contained in the GMP/EIS for the Park, the National Park Service will not allow the implementation of a project that would cause impairment to the Memorial, and all of the enhancements would be required to be located in such a manner as to preserve the integrity of the National Historic Landmark and National Register Historic District. In furtherance of this assurance, the National Park Service will ensure that the following measures are carried out.

I. APPLICABILITY AND SCOPE This PA applies to the design and construction of the Undertaking defined in Appendix A The NPS is the lead federal agency for fulfilling the Section 106 requirements in accordance with this PA II. PROFESSIONAL QUALIFICATIONS AND STANDARDS A. The NPS will ensure that all work performed on the Site that has the potential to have an effect, directly or indirectly, on contributing structures and/or landscape features is performed or supervised by qualified individuals and/or teams that meet the Secretary of the Interior's Historic Preservation Professional Qualification Standards, 62 Fed. Reg. 33,707 (June 20, 1997), for history, architectural history, architecture, historic architecture and conservation, landscape architecture and/or archeology, as appropriate. Nothing in this stipulation may be interpreted to preclude NPS or any agent or contractor thereof from using the properly supervised services of persons who do not meet the professional qualification standards. B. Any testing, inventory or documentation of potential or known historic properties pursuant to implementation of the PA shall conform to the provisions of the Secretary of the Interior's Standards and Guidelines for Archeology and Historic Preservation (48 FR. 44716-44740) and applicable standards and guidelines for historic preservation established by the Missouri SHPO.

2 Ill. IDENTIFICATION AND EVALUATION OF HISTORIC PROPERTIES A. Historic Structures. Buildings. Objects and Landscapes. Through its management of the Park, the NPS has compiled extensive documentation on the presence and significance of historic properties as documented on the park's CAR2015 Design Center web site at http://www.nps.gov/jeff/parkmgmt/cardocuments.htm. This documentation includes analysis of the existing contributing features and contributing landscape features of the Memorial and identification of known historic properties and their qualifying characteristics within the APE (Appendix B). NPS will ensure that this documentation is fully taken into account. Additionally, NPS will ensure that this documentation is available to all consulting parties and the public except for sensitive archeological documentation, which may be kept private in accordance with stipulation III.F below. In carrying out the components of the Undertaking identified in Appendix A, the NPS will not need to undertake any additional studies to identify at grade historic properties, unless otherwise set forth in this PA. B. Archeological Resources - Identification. Implementation of the Undertaking may result in damage to previously unknown archeological resources. Accordingly, the NPS will consult with the Missouri SHPO and Osage Nation and carry out needed archeological surveys to determine if any such archeological sites are present and whether such sites are eligible for inclusion in the National Register. Although NPS files indicate that large amounts of sediments were imported from another location during monument landscape construction, the source and degree of integrity at specific locations within the park is currently unknown. Before any ground disturbing activities take place, all locations that may be impacted by these activities will be tested and evaluated for potential to contribute archeological information during the course of each project component. The NPS will conduct identification and assessment of archeological resources consistent with the following measures. 1. Survey Scope. The NPS, in consultation with the Missouri SHPO and the Osage Nation, will identify all surface areas that may be altered in any way by construction activities, to include any areas subject to temporary disturbance due to construction activities, lay-down areas, access roads, etc. An archeological identification effort will be carried out for these areas with the exception of any areas for which sufficient archeological information is already known or there is clear evidence that an area has been disturbed by previous activity to the extent that the presence of significant archeological deposits is highly unlikely. 2. Survey Timing. The NPS will schedule survey activities to reflect the sequential nature of construction activities and to ensure that survey activities and consultation on the identification, effects, and resolution of any adverse effects are completed well in advance of any construction related soil disturbance activities. 3. Survey Methodology. The NPS will consult with the Missouri SHPO and the Osage Nation and develop an efficient and effective survey methodology, ensuring that it is sufficient to generate information necessary to apply the National Register Criteria to any identified sites. The NPS shall ensure that the determinations of eligibility are consistent with the National Register Bulletin: How to Apply the National Register Criteria for Evaluation and follow the format consistent with the State of Missouri, Department of the Natural Resources, Preliminary National Register of Historic Places Eligibility Assessment (http://www.dnr.mo.gov/forms/780-1878-f.pdO or another format mutually agreed upon by the NPS and Missouri SHPO. 4. Outcome. Based on its analysis of survey results and further consultation with appropriate signatories to this PA, NPS will apply the National Register Criteria and determine what, if any, identified archeological sites are eligible for inclusion in the National Register. C. Archeological Resources - Treatment. For identified archeological properties determined to be eligible for the National Register, the NPS, in consultation with the Missouri SHPO and the Osage Nation, will develop treatment measures. Priority will be given to avoidance alternatives, to include burying sites under fill or incorporating them into the Undertaking, provided that the long-term protection of the archeological site can be assured by such measures. If avoidance options are not practical, NPS will undertake a data recovery plan for the recovery of archeological data from the site. Archeological treatment plans and/or data recovery plans will be developed during the Design Development phase of design once options to avoid sites have been explored. Data recovery will be guided by a scope of work that includes:

3 1. Research questions to be addressed through the data recovery or through other research means. 2. Methods to be used, with an explanation of their relevance to the research questions. 3. Methods to be used in the analysis, data management, and dissemination of data, including a schedule. 4. Proposed disposition of recovered materials and records. And, 5. Proposed methods for involving the public and disseminating results of the work to the public. The NPS will ensure that the data recovery plan is carried out and the signatories to the PA notified of the results. D. Consultation Protocols. In carrying out the measures set forth in stipulation V. B, the NPS will ensure that consultation with the Missouri SHPO and the Osage Nation is conducted in a manner in which: 1. Meaningful input and opportunity for resolving disagreements is encouraged; 2. Any reviewing party for any scopes of work, National Register evaluations, treatment plans, and data recovery plans is provided 30 calendar days from the time of receipt to conduct review and submit comments unless otherwise negotiated; and, 3. Comments received are taken fully into account and the commenting party is notified of how the NPS responded to its comments. E. Review Materials. At a minimum, the Missouri SHPO and the Osage Nation will be provided with the following items for their information and/or review: 1. Scopes of work and/or survey methodologies; 2. Draft and final archeological reports and memorandums at each stage of archeological investigation; 3. Archeological treatment and/or data recovery plans; and, 4. Responses to comments. F. Site Disclosure. All archeological resources identified in carrying out the terms of this PA are subject to the provisions of section 304 of the National Historic Preservation Act, relating to the disclosure of archeological site information and NPS will ensure that all actions and documentation prescribed by this PA are consistent with said sections. IV. OUTREACH TO AND INVOLVEMENT OF TRIBES A The NPS is committed to working with the Osage Nation and other Interested Tribes to assist in identifying and minimizing project impacts on important cultural resources, graves, and isolated human remains and recognizes that tribal monitoring is a vital contributing element in this effort. B. Other Interested Tribes, as identified in the whereas clause of this PA, will receive all notifications and review materials stipulated in this PA for informational purposes. C. Tribal monitoring will follow protocols and procedures established through consultation as set forth in Appendix C. D. Unanticipated Discovery of Human Remains or Graves. 1. In the case of an unanticipated discovery of human remains or graves on Federal land, the NPS shall follow the procedures outlined by the Native American Graves Protection and Repatriation Act, as amended (43 C.F.R. 10, Subpart B), and pursuant to the Archeological Resources Protection Act of 1979 (43 C.F.R. 7) and as clarified in Appendix D. 2. If remains are found not to be Native American and not associated with a crime scene, every effort will be made to avoid impacting burial areas and graves. NPS will attempt to consult with individuals and groups linked by demonstrable ties of kinship or culture to potentially identifiable human remains. Reinterment at the same park may be permitted or another agreement reached as to their treatment. If no consulting groups are identified, NPS will consult with the Missouri SHPO to determine an appropriate course of action.

4 V. DESIGN DEVELOPMENT The Undertaking will be designed consistent with design objectives expressed in the outcome of the winning design. Implementation of the design and development of design documents and specifications for the various component parts of the Undertaking will present overlapping and demanding schedules to meet construction schedules. To accommodate these factors while ensuring that there is adequate opportunity for input from consulting parties, NPS will implement the following measures. A. Design Standards. The NPS and Foundation will ensure that all design contractors working on the Undertaking are provided design standards, to include at a minimum, the following: 1. The Secretary of the Interior's Standards for the Rehabilitation of Cultural Landscapes. 2. The Secretary of the Interior's Standards for the Treatment of Historic Properties. 3. Formatting and content consistent with the NPS Denver Service Center Design Workflows guidelines for schematic, design, and construction documents http://www.nps.gov/dscw/designbidbuild.htm. 4. A copy of this executed PA. And, 5. Other design standards recommended by signatories to this PA as deemed appropriate by the NPS and Foundation. The NPS and the Foundation will ensure that the design contractors adhere to these standards in the development of all design documents including change orders necessitated after award of any construction contracts implementing the Undertaking or part thereof. B. Establishment of Collaborative Design Review Team. To ensure that signatories and consulting parties to this PA have opportunity to assist the NPS in meeting its design goal that the Undertaking preserve the integrity of this historic setting, the NPS, with assistance from the Foundation, will establish and provide administrative support to a Collaborative Design Review Team. 1. Membership. Membership on the team will consist of a representative of the NPS, the Foundation, the Missouri SHPO, and Missouri Preservation. Additional members would be added to this team at the discretion of its members and based on the nature of the particular component of the Undertaking being reviewed. Consulting parties wishing to participate in design review of specific components of the Undertaking will let their interest be known by notification to the NPS. The NPS shall notify the National Trust for Historic Preservation as early as possible in advance of all Collaborative Design Review Team meetings to help ensure that it has an opportunity to request participation by joining the meeting. 2. Team Mission. The primary purpose of the team will be to review draft schematic and design documents and evaluate how project design and specifications may affect qualifying characteristics of properties included in or eligible for inclusion in the National Register and to make recommendations on how relationships between the design and historic properties might be improved and/or adverse effects avoided. 3. Team Support. The NPS, with assistance from the Foundation, will facilitate the function of this Team by providing for regularly scheduled meetings during the design process, ensuring that Team members are provided all appropriate construction documents in a timely fashion, and documenting the outcome of team meetings. At its initial meetings, the Collaborative Design Review Team will establish its general operating procedures and the NPS will ensure that these procedures are distributed consistent with stipulation V.B.4. below. 4. Consulting Party and Public Notification of Team Activities. Through use of appropriate websites or other notification techniques, the NPS will ensure that consulting parties and the public are provided information about the purposes of the Collaborative Design Review Team and its general schedule of activities, along with the schedule of design review process for the Undertaking as it may relate to the activities of the Collaborative Design Review Team. Upon request, the NPS, on behalf of the Collaborative Design Review Team, will respond to consulting party and/or the public inquiries about how comments were taken into account in the decision making process.

5 5. Team Outcome and Dispute Resolution. The members of the Team will strive diligently to work toward mutually agreeable outcomes on design issues addressed by the Team. If, during the course of Team review of a design proposal an impasse is reached, any member of the Team can take steps to have the dispute resolved through the provisions set forth in stipulation X of this PA. 6. Team Duration. The Team will remain in place until the close of the design process, to include development of pertinent design construction documents and specifications, for the components of the Undertaking or sooner if mutually agreed to by all of the Team members. VI. PUBLIC OUTREACH Until such time as the Undertaking is completed, the NPS, with assistance from the Foundation, will take necessary steps to ensure that the public is provided timely information on the status of the Undertaking and steps taken to meet the terms of the PA. At a minimum, these efforts will include use of relevant websites to update the public and solicit ongoing input and suggestions as it may relate to the relationship of the Undertaking to historic properties. Information to be exchanged with the public will include project design and construction schedules, the activities of the Collaborative Design Review Team, as discussed in stipulation V.B.4, the results of further historic property identification efforts, as discussed in stipulation III.A, new interpretive features, and component design plans. Throughout this outreach effort, the NPS will encourage input from the consulting parties to this PA and other groups, organizations, and individuals that did not participate in consultation leading to this PA. VII. DOCUMENTATION A. The NPS shall prepare Historic American Landscape Survey {HALS) recordation of the NHL prior to alterations in the Design Competition's rehabilitation of or introduction of new features into the historic landscape. HALS documentation will be completed prior to the commencement of any construction activities. B. Following implementation of the Undertaking the NPS shall update the NHL documentation to reflect modifications that resulted from the Undertaking, and to include more information about the significance of the historic landscape to the overall NHL designation. VIII.INADVERTANT DISCOVERIES AND UNANTICIPATED EFFECTS In the event that previously unreported and unanticipated historic properties or unanticipated effects to already known historic properties are found during activities conducted by or on behalf of the NPS, the NPS will ensure that the procedures set forth in Appendix E are fully carried out. IX. INTERPRETIVE TREATMENTS A. The NPS will seek to interpret for future visitors to the Jefferson National Expansion Memorial the changes that have occurred at the Park as a consequence of the Design Competition and implementation of the Undertaking. The NPS will consider a wide range of options for how best to achieve this interpretive program, including a permanent exhibit within the Museum, explaining the Design Competition and resulting changes to the appearance and character of the JNEM, using models, documents, etc. from the Competition and/or other electronic media, waysides or exhibits. B. In the development of this interpretive program the NPS will consult with the signatories to this PA and examine possible techniques and interpretive techniques that will provide visitors with information on historic properties known to have existed prior to construction of the Arch and Grounds and archeological features preserved in place in carrying out the Undertaking unless pursuant to stipulation III.F. above the nature and location of a remaining archeological site{s) should be kept confidential. X. DISPUTE RESOLUTION A. Should the signatories executing this PA at any time object in writing to the manner in which the terms of this PA are implemented, to any action carried out or proposed with respect to implementation of this PA, or to any document prepared in accordance with and subject to the terms of this PA, the objecting party shall notify the other signatories, and the signatories shall consult within seven calendar days to resolve the objection.

6 B. If the objection is resolved through consultation, the NPS may proceed with the disputed action in accordance with the terms of such resolution. C. If, after initiating consultation, the NPS determines that the objection cannot be resolved through consultation, or if the duration of the consultation has exceeded 15 days from the commencement of consultation to resolve the dispute, the NPS shall forward all documentation relevant to the objection to the ACHP, including the NPS's proposed resolution of the objection, with the expectation that the ACHP shall within 30 days after receipt of such documentation: 1. Advise the NPS that the ACHP concurs in the NPS's proposed resolution of the objection, whereupon the NPS shall notify the signatories executing this PA, and NPS shall resolve the objection accordingly; or 2. Provide the NPS with recommendations, which the NPS shall take into account in reaching a final decision to resolve the objection. The NPS shall notify the signatories executing this PA of its final decision. D. The procedures outlined in stipulations X.A to X.C, above, shall apply only to the subject of the objection. The NPS's responsibility to carry out all actions under this PA that are not the subjects of the objection, and which do not foreclose the consideration of alternatives to resolve the objection, shall remain unchanged. XI. ADMINISTRATIVE PROVISIONS A. Amendments. Any signatory executing this PA may propose that this PA be amended, whereupon the NPS and other executing signatories shall consult to consider such amendment. This PA may be amended only upon the written agreement of the executing signatories. The amendment shall be effective on the date a copy signed by all of the signatories is filed with the ACHP by the NPS. B. Termination. If any signatory executing this PA proposes termination of the PA, the party proposing termination shall, in writing, notify the other signatories executing this PA, explain the reasons for proposing termination, and consult to seek alternatives to termination. Should such consultation fail, the signatory proposing termination may terminate this PA by promptly notifying in writing the other executing signatories. Termination shall render this PA without further force or effect. Should this PA be terminated, the NPS shall consult regarding the Undertaking with the executing signatories in accordance with 36 CFR Part 800. C. Duration of the PA. Unless terminated pursuant to stipulation XI.B, the duration of this PA is five years from the date of its execution. NPS may initiate consultation with the signatories executing this PA approximately one (1) year prior to the expiration date of this PA to reconsider its terms. Reconsideration may include the continuation or revision of this PA by amendment or termination. D. Effective date of the PA. This PA shall take effect on the date that it has been signed by the last executing signatory. E. Anti-deficiency Act. Any requirement for the payment or obligation of funds by the Government established by the terms of this PA shall be subject to availability of appropriated funds. No provision in this PA shall be interpreted to require obligation or payment of funds in violation of the Anti-Deficiency Act, 31 USC Section 1341 . If the availability of funds and compliance with the Anti-Deficiency Act impair the NPS' ability to perform under this PA, then the NPS shall consult in accordance with stipulation XI.B of this PA. Execution of this PA and implementation of its terms evidence that the NPS has taken into account the effects of this Undertaking on historic properties and has afforded the ACHP an opportunity to comment on the Undertaking and its effect on historic properties.

7 SIGNATORIES

NATIONAL PARK SERVICE

Date: _____ Thomas A Bradley Superintendent, Jefferson National Expansion Memorial

MISSOURI STATE HISTORIC PRESERVATION OFFICER

Date:------Sara Parker Pauley Director, Department of Natural Resources and State Historic Preservation Officer

ADVISORY COUNCIL ON HISTORIC PRESERVATION

Date:------John M. Fowler Executive Director

Invited Signatories:

OSAGE NATION

Date:------John D. Red Eagle Principal Chief

CITYARCHRIVER 2015 FOUNDATION

Date:------Maggie Hales Executive Director

Concurring Parties:

MISSOURI PRESERVATION

Date:------Karen Bode Baxter President

8 NATIONAL TRUST FOR HISTORIC PRESERVATION

Date:------Barbara Pahl Vice-President of Western Field Offices

PEORIA TRIBE OF OKLAHOMA

Date:------John Froman Chairman

MIAMI TRIBE OF OKLAHOMA

Date:------Thomas Gamble Chief

QUAPAW TRIBE OF OKLAHOMA

Date:------John Berrey Chairman

9 APPENDIX A THE UNDERTAKING

The overall concept of the Undertaking is informed by the goals established in the Framing a Modern Masterpiece: The City + The Arch + The River competition, as well as extensive stakeholder and public input. The overall design approach of the Undertaking was guided by the 2009 Final Jefferson National Expansion Memorial General Management Plan/Environmental Impact Statement (GMP) and the analysis and treatment recommendations included in the Jefferson National Expansion Memorial Cultural Landscape Report (CLR). The Undertaking includes the following project areas: • The West Gateway project includes a new park landscape at Luther Ely Smith Square, a new park landscape spanning the depressed lanes of 1-70, and new landscaping associated with the Museum of Westward Expansion. • The Museum of Westward Expansion project renovates existing facilities and exhibits at the visitor center and museum, as well as provides a new universally accessible entrance and lobby facility. • The North Gateway project includes the removal and replacement of the existing parking garage with an open landscape, and construction of a shared pedestrian/bicycle path between the Arch grounds, city, and riverfront. • The East Slopes project comprises the east side slopes that surround the railroad open cut walls and tunnels. An accessible connection would be created between the Arch Grounds and the Mississippi riverfront via new pedestrian pathways, and a more sustainable planting strategy will be implemented. • The Reflecting Ponds project comprises the areas surrounding and including the Reflecting Ponds located between 1-70 and the Processional Walks. New, accessible pedestrian pathways through these areas will be created and new planting, grading, and drainage strategies to improve the water quality of the Reflecting Ponds implemented. • The Processional Walks project area includes the existing system of pedestrian walkways and allees of trees. Existing ash trees, currently threatened by the invasive emerald ash borer, will be replaced with a more suitable but compatible species. The soil, irrigation and drainage network that support the allees will be improved. The walks will be resurfaced or replaced as required with exposed aggregate concrete. • The Old Courthouse project will renovate selected gallery spaces and develop new exhibits. ADA access improvements will be provided to the first and second floors through ramp and elevator improvements. Further explanation of the Undertaking's project elements can be found in the environmental assessment prepared for the project which, when completed, will be available on the NPS Planning, Environment and Public Comment web site at http://parkplanninq.nps.gov/projectHome.cfm?projectiD=37612 and archived on the park CAR2015 Design Center web site at http://www.nps.gov/jeff/parkmgmt/cardocuments.htm. Design Competition Elements Not Covered by this PA Several design elements of the Foundation's Design Competition will be carried out independently of the NPS and with little or no control by the NPS or are largely undefined and thus Section 106 compliance for these elements will not covered by this PA. Should cumulative impacts associated with these project elements be identified by the Collaborative Design Review Team, the cumulative impacts will be considered during Section 106 review of other project components as designs proceed. These elements are listed below. Transportation Improvements MoDoT has initiated a separate undertaking for transportation needs associated with the Foundation's Design Competition. The MoDoT undertaking is not covered by this PA. It includes the following elements: • Closure of Memorial Drive northbound between Walnut Street and Washington Avenue and southbound between Chestnut Street and Market Street;

10 • Construction of a park over the highway spanning the geographically depressed section of 1-70 between Market Street and Chestnut Street; • Changes to ramps on 1-70 at Washington Avenue; • Connection of two sections of Third Street by "punching" through the existing concrete island barrier at the MLK Bridge; • Connection to downtown from eastbound 1-70 at Tucker Boulevard; • Removal of bridges at Walnut, Market, Chestnut, and Pine Street; • Construction and reconfiguration of a new Walnut Street bridge ; • Construction of a new land bridge from Market to Chestnut Street.

Central Riverfront Improvements Great Rivers Greenway and the City of St. Louis will undertake improvements along Leonor K. Sullivan Boulevard from Chouteau Avenue to Biddle Street to promote economic development along the riverfront. The project may receive funding from the Federal Transit Authority, Federal Highway Department, and National Park Service. It may need federal permits from the Army Corps or additional federal agencies and will affect land owned by the National Park Service. NEPA compliance for this project will be folded into NEPA compliance for the Design Elements on NPS land. Section 106 will be done separately with the Lead Federal Agency to be determined. Elements of the undertaking may include: • Raising the elevation of Leonor K. Sullivan Boulevard an average of 2.9 feet across the project site, varying between one foot and 4.5 feet, to reduce the frequency and impact of flood events; • Establishing a new multi-modal greenway/roadway, providing a critical link in the regional system of bike trails; • Conversion of the existing two-lane roadway into a narrower two-lane roadway section with a two way bike path separated from the vehicle travel lanes; • Establishment of designated areas for bus drop-off/pick-up lanes.

Kiener Plaza Improvements Redevelopment of Kiener Plaza will be undertaken by the City of St. Louis using city and private funds. No federal permitting, funding or involvement is expected.

Illinois Design Elements The Design Competition called for the development of a park on the Illinois side of the Mississippi River and construction of a gondola to promote connections between the new park and the Memorial. This project would likely involve the National Park Service and other federal permitting and funding agencies. This undertaking is currently relatively undefined. It will be covered under separate compliance if and when it becomes feasible.

11 APPENDIXB AREA OF POTENTIAL EFFECTS

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12 APPENDIXC TRIBAL MONITORING PLAN

A. The NPS is committed to working with the Osage Nation (the Tribe) to assist in identifying and minimizing the Undertaking's impacts on important cultural resources, graves, and isolated human remains. B. In general, tribal monitors are hired by the Tribe to monitor areas during the historic property identification and evaluation process and ground disturbing activities related to construction. The NPS will reimburse the Tribe at an agreed upon daily rate. The monitors are required to have adequate training and must follow strict protocols while in the field. The tribal monitors shall be selected by the Tribe. There will be clear lines of communication among the tribal monitors, the Tribe, and the NPS representatives and their consultants and contractors. Reports will be shared with the NPS, other tribes, and other consulting parties that will be identified through the consultation process. C. The Osage Nation and interested tribes will be apprised of the scopes of work and scheduling of identification efforts. Pending the results of these initial identification efforts, NPS will consult with the Tribe to determine where tribal monitoring may be necessary and appropriate. Tribal monitoring will be considered in areas where initial identification efforts have indicated that historic properties of importance to the Osage Nation may be affected by the Undertaking. D. The objective of the tribal monitoring program is to develop a reasonable monitoring process while minimizing the potential for adverse effects from identification and project activities to historic properties and sites of religious and cultural significance. This plan provides guidelines to assist in the decision-making process when consulting with the Tribe and to implement an effective communication system. E. Tribal Monitors Position Description 1. During ground-disturbing activities the tribal monitor will provide assistance with the identification of traditional cultural resources of significance to the Tribe. 2. Tribal monitors may not direct construction personnel or equipment. 3. It is the responsibility of the tribal monitor to actively observe and report any cultural artifact or human remains found either on the surface or subsurface within the project boundaries to the NPS representative. 4. The tribal monitor is required to adhere to the PA and report to the NPS if an archaeological or cultural resource is discovered. 5. Monitors must abide by all safety rules and wear protective equipment at all times while on site. 6. NPS representatives will seek the advice and input of tribal monitors when unanticipated discoveries are encountered. 7. Only if the tribal monitor feels that extremely sensitive materials, such as human remains, are in immediate danger of being damaged or destroyed, they may notify the operator and request that they cease operations in that area until their respective Tribe and the NPS representative can be notified. F. Credentials and qualifications of the tribal monitors shall be within the purview of the individual Tribe. The individuals selected will be officially recognized by the Tribe as having the capabilities to perform the duties as described in the job description. The NPS will coordinate the activities of the monitors according to the survey, evaluation, or construction schedule. It is anticipated that the Tribe will administer the activities of the monitors from a tribal perspective. The Osage Nation can also contract out monitoring work to other Native

13 American Tribes who have qualified staff provided that each tribe officially delegates such authority in writing, stating that they endorse the candidate. G. The NPS and the Tribe will agree, through the consultation process, upon the extent of and locations of tribal monitoring. Tribal monitoring will be conducted on areas identified by the Tribe as having significance to that Tribe and areas identified by the Tribe during the Section 106 process. H. Tribal monitors will work together with the NPS representative to assist in cultural resource identification and perform monitoring activities in areas targeted for survey, evaluation, or construction. If a cultural resource is discovered, NPS representatives will follow the terms of the PA, as well as all local, state, and federal laws governing the protection and discovery of archaeological and cultural resources. Tribal monitors will communicate with the NPS representative and will not direct construction personnel or equipment. The authority to stop work will rest on the NPS representative except as is outlined in E.?. I. It will be the responsibility of the NPS representative to contact, in person, or via email, text, or telephone, the tribal monitor(s) and notify them of emergencies or potential emergencies affecting the entire project areas, such as inclement or violent weather. J. The tribal monitor will not remove cultural material unless directly instructed to do so by the NPS representative. Should they be instructed to move the cultural material, they will place the material in an appropriate container and properly label the container to preserve the provenience of the material and deliver it directly to the NPS representative. Transfer of the cultural material to the NPS representative's custody will be documented within a report provided by the monitor or their represented Tribe. K. Disputes arising out of this agreement will be resolved in the most efficient manner appropriate to the dispute. If an agreement cannot be reached in this manner, the parties shall engage a mutually agreed-upon mediator. The mediator's decision shall be binding upon the parties. The parties shall share the cost of mediation.

14 APPENDIXD UNANTICIPATED DISCOVERY OF HUMAN REMAINS AND NAGPRA ITEMS

Procedures for Inadvertent Discoveries of Human Remains, Funerary Objects, Sacred Objects, and Objects of Cultural Patrimony as Defined by 43 CFR Part 10.1(b)(iii)92) During Cultural Resources Investigation Efforts, Construction, and Maintenance: A Any contractor or applicant or their agents, representatives, or employees who knows or has reason to know that he or she has discovered inadvertently human remains, funerary objects, sacred objects, or objects of cultural patrimony must provide immediate telephone notification of the inadvertent discovery, with written confirmation, to the superintendent. B. Upon encountering human remains, funerary objects, sacred objects, or items of cultural patrimony during ground disturbing activities, the NPS will ensure that the cultural resource investigator or construction contractor immediately stops work within the ninety (90) meter radius buffer zone around the point of discovery. The NPS will assume responsibility for implementing additional measures, as appropriate, to protect the discovery from looting and vandalism until the requirements of NAGPRA have been completed, but must not remove or otherwise disturb any human remains or other items in the immediate vicinity of the discovery. C. The NPS will immediately notify law enforcement by telephone of the discovery of unmarked human remains. D. The NPS will notify the Osage Nation by telephone and email within forty-eight (48) hours of the discovery of human remains, funerary objects, sacred objects, or items of cultural patrimony. This step is not intended to satisfy the requirements of 43 CFR 1 0.4(d)(iii). E. The NPS will take immediate steps, if necessary, to further secure and protect inadvertently discovered human remains, funerary objects, sacred objects, or items of cultural patrimony, including, as appropriate, stabilization or covering. F. Other than for crime scene investigation, no excavation, examination, or analysis of human remains will be conducted without first securing permission from the Osage Nation. G. If upon investigation, the local enforcement officer determines that the remains are not involved in a legal investigation, the protocol implementing NAGPRA applies. H. The NPS, in consultation with the Osage Nation, will have seven (7) working days to determine if the skeletal remains are human, the degree to which they were disturbed, and, if possible, assess their potential age, cultural affiliation, and identity, if possible, without any further disturbance. Upon making their determination or at the end of the seven (7) days, whichever comes first, the NPS will notify the Osage Nation and other Interested Tribes of its findings. This notification must include pertinent information as to kinds of human remains, funerary objects, sacred objects, or items of cultural patrimony discovered inadvertently, their condition, and the circumstances of their inadvertent discovery. If it is determined that the skeletal remains are not Native American, then the provisions in stipulation IV.D.2. will apply. I. The Osage Nation will have seventy-two (72) hours to respond verbally followed by written response via U.S. mail or electronic mail. The response should specify the Osage Nation's intention to conduct or decline further consultation. J. The NPS will consult with the Osage Nation or identified lineal descendant regarding additional measures to avoid and protect or mitigate the adverse effect of the project on the human remains and grave site. These measures may include: 1) formal archeological evaluation of the site; 2) visits to the site by the Osage Nation and/or interested Tribes; 3) exploration of potential alternatives to avoid the human remains or grave; 4) implementation of a mitigation plan by the NPS in consultation and concurrence with the Osage Nation, including procedures for disinterment and re-interment; and 15 5} implementation of the mitigation plan. K. The NPS or its agents, in consultation with the Osage Nation, Interested Tribes, and other interested parties such as living descendants, may consult with a qualified physical anthropologist, forensic scientist, or other experts as may be needed to examine and assess the inadvertent discovery. Unless the remains were inadvertently removed, the evaluation will be conducted at the site of discovery. The consulting expert will be allowed to draw and measure the exposed remains and associated funerary objects. No photographs or digital images will be permitted. Drawings and other records will be curated at a state-approved curation facility in Missouri. Drawings cannot be published in any form or shown as part of scholarly presentations without the written permission of the Osage Nation or nearest living descendant. L. A report of findings describing the background history leading to and immediately following the reporting and resolution of an inadvertent discovery will be prepared within thirty (30} calendar days of the resolution of each inadvertent discovery. This report must meet the Secretary of the Interior's Standards and Guidelines for Archeology and Historic Preservation (49 FR 44716} guidelines.

16 APPENDIXE INADVERTENT DISCOVERY OF HISTORIC PROPERTIES

A. Objectives: The following procedures shall be used in the event that previously unreported and unanticipated historic properties are found during activities conducted by or on behalf of the NPS. B. Pending the results of initial identification and evaluation efforts, NPS will consult with the Missouri SHPO, Osage Nation to determine whether archeological monitoring during construction will be necessary and appropriate. Monitoring will be considered in areas where initial identification and evaluation efforts have indicated that significant historic properties may exist. If deemed necessary, archeological monitors meeting the standards outlined in stipulation II.A. of this PA will be on call to help with the identification and evaluation of historic properties that may be inadvertently discovered during the course of excavation. C. The construction contractor must immediately stop all work activity within a ninety (90) meter radius buffer zone, notify the NPS of the discovery, and implement interim measures to protect the discovery from looting and vandalism. Construction may continue outside the buffer zone. Within forty-eight (48) hours of receipt of this notification of the discovery, the NPS shall: 1) inspect the work site to determine the extent of the discovery and ensure that work activities have halted within the ninety (90) meter radius buffer zone; 2) clearly mark the area of the discovery; 3) implement additional measures, as appropriate, to protect the discovery from looting and vandalism; 4) notify the Missouri SHPO, Osage Nation of the discovery; and 5) recommend revisions to the construction buffer zone depending upon the nature of the resource discovered. D. The NPS, in consultation and concurrence with the Missouri SHPO, and Osage Nation shall have seven (7) business days following notification to determine the National Register of Historic Places eligibility of the discovery. The NPS may assume the newly discovered property to be eligible for the National Register for the purposes of Section 106 pursuant to 36 CFR §800.13(c). E. If the find is National Register eligible, the NPS shall consult with the Missouri SHPO and Osage Nation regarding appropriate measures for site treatment pursuant to 36 CFR §800.6(a). The Missouri SHPO, Osage Nation shall have seven (7) business days to provide their objections or concurrence on the proposed actions. Concurrence on the part of the Missouri SHPO and Osage Nation is required for all adverse effect resolution measures. These measures may include: 1) formal archeological evaluation of the site; 2) visits to the site by the Missouri SHPO, Osage Nation; 3) exploration of potential alternatives to avoid the site; 4) preparation of a mitigation plan by the NPS in consultation and concurrence with the Osage Nation for approval by the Missouri SHPO; and 5) implementation of a mitigation plan. F. If the find is determined to be isolated, discrete, or completely disturbed by construction activities, the NPS shall consult with the Missouri SHPO and Osage Nation prior to resuming construction within the ninety (90) meter radius buffer zone. G. The buffer zone radius may be lessened if conditions warrant. Missouri SHPO and Osage Nation, shall have seven (7) business days to comment on the lessening of a buffer zone, but shall be encouraged to respond more quickly in the case of isolated, discrete or completely disturbed resources. In the case of historic resources, the Osage Nation will be notified, but the construction radius may be lessened with just the approval of the Missouri SHPO. In the case of resources with associations to Native American culture, the Osage Nation must also be consulted.

17 QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 121812-A Bureau of Indian Affairs - Roads Priority List FY 2012 - 2016

WHEREAS, the Quapaw Tribe of Oklahoma Business Committee is the duly recognized governing body of the

Quapaw Tribe; and I

WHEREAS, the Quapaw Tribe Business Committee is responsible for promoting the health, safety, education and general welfare of all Tribal Community members; and

WHEREAS, the Quapaw Tribe Business Committee has the authority to promulgate ordinances, resolution, institute regulations and consider various legal matters that fall within the authority of a federally recognized Indian Tribe; and

WHEREAS, the Quapaw Tribe Business Committee has the authority to promote general welfare of the community by regulations, the conduct of trade and the use and disposition of property upon the reservation; and

WHEREAS, the Quapaw Tribe Business Committee has identified its Tribal Priority list per the Federal Register, 25CFR, section 170.420.

THEREFORE BE IT RESOLVED THAT, 25% of the yearly construction funds are to be allocated to Roads Maintenance and the Tribal roads that are to be included for funding are:

Project 1 - BlA Route 0103, Section 040 (O.lmiles) 630 Road: This project includes grade, drain and paving of 0.1 miles of road located between. Bridge No. 09275 and Bridge No. 22089.

Project 2 - BlA Route 0121. Sections 010-070 (4.7 miles) S680 Road: This project includes grade, drain and paving 4.7 miles of an existing gravel road. The road includes two bridges of which Bridge No. 24823 is currently being designed by Ottawa County.

Project 3 - BlA Route 0114, Section 010 (0.1 mile): This project includes grade, drain and paving of 0.1 miles of road for service entrance from S680 Rd.

CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted through a telephonic/electronic poll of the Tribal Business Committee on December 19, with a vote reflecting Q yes, Q no, Q abstaining; and 1absent.

~~~Q"~ Tamara Smiley-Reeves, Secretary/Treasurer Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC - PHONE POLL

DATE: December 18, 2012

REQUEST FOR PHONE POLL: QTBC Chairman , John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrative Assistant

SUBJECT MATTER: To Approve Resolution 121812-A Roads Priority List FY 2012-2016.

SEE ATIACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Via Email Chairman X 12/18/12 5:55pm Thomas Mathews Via Email Vice-Chairman X 12/18/12 8:34pm Tamara Smiley-Reeves Via Email Sec./Treas. X 12/18/12 6:07pm Ranny McWatters, Via Email Member X 12/18/12 7:31 pm Florence Marie Mathews, Via Phone Member X 12/18/12 6:59pm Marilyn Rogers, NO RESPONSE Member X 12/19/12 2:16pm T.C. Bear, Via Email Member X 12/19/12 12:03 pm

RESULTS: §. YES; Q NO; QABSTAIN; 1 ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On December 19, 2012 with a vote reflecting §yes; Q no; Q abstaining ; and 1 absent. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918) 542-4694

RESOLUTION NUMBER 121812-B

A RESOLUTION TO APPROVE THE FY 2012 ANNUAL PERFORMANCE REPORT TO BE SUBMITTED TO THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, SOUTHERN PLAINS OFFICE OF NATIVE AMERICAN PROGRAMS

WHEREAS, the Quapaw Tribe of Oklahoma is governed by a Governing Resolution that was du1y adopted by the Quapaw Indian Council on August 15, 1956, and approved by the Commissioner ofIndian Affairs on September 20, 1957, and;

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak: and act on behalf of the Quapaw Tribe, and;

WHEREAS, the Quapaw tribal Business Committee is the managing entity for the HUD NAHASDA Indian Housing Block Grant, and;

WHEREAS, NAHASDA regulations state that the Quapaw Tribe is to report annually on the performance of activities relating to the goals and objectives ofthe Indian Housing Plan, and;

WHEREAS, the Quapaw Tribal Business Committee has reviewed the Annual Performance Report for FY 2012;

NOW THEREFORE BE IT RESOLVED that the Quapaw Tribal Business Committee hereby approves the FY 2012 Annual Performance Report to be submitted to the Department of Housing and Urban Development, Southern Plains Office of Native American Programs.

CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma was presented and duly adopted through a telephonic/electronic poll ofthe Tribal Business Committee on December 19, 2012 with a vote reflecting Q yes, Q no, Q abstaining, and 1absent. (~~-f2~ rrey, airman Tamara Smiley-Reeves, Secretary/Treasurer Tribal Business Committee Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: December 18, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrator Assistant

SUBJECT MATTER: To Approve Resolution 121812-B FY 2012 Annual Performance Report to HUD.

SEE ATTACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, NO RESPONSE Chairman X 12119/12 2:40pm Thomas Mathews Via Email Vice-Chairman X 12118/12 8:34pm Tamara Smiley-Reeves Via Email Sec./Treas. X 12118/12 6:07pm Ranny McWatters, Via Email Member X 12/19/12 10:24 am Florence Marie Mathews, Via Phone Member X 12/18/12 6:59 pm Marilyn Rogers , Via Email Member X 12/19/12 11 :23 am T.C. Bear, Via Email Member X 12/19/12 12:04 pm

RESULTS:§ YES; Q NO; QABSTAIN; 1 ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On December 19, 2012 with a vote reflecting §yes; Q no; Q abstaining ; and 1 absent. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1 853 Quapaw, OK 74363-0765 RESOLUTION NO. 121912-A FAX (918) 542-4694

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalf of the Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the purchase of a 111 Restricted Interest in land (Surface and Minerals) from Charles Leon Wheeler k by the Quapaw Tribe of Indians, Oklahoma. Asking price from Mr. Wheeler is $54,300.00 for 30 acres, more or less. Said land is described as: . .

The WYzNWY..SEY..;SEY..NWY..SEY..of Section 5, Township 28 North, Range 24 East, Ottawa County, State of Oklahoma, containing 30 acres mil. (Surface and Minerals)

NOW THEREFORE BE IT RESPL VED by the Business Committee of the Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorized to execute the purchase of Restri~ted Interest in land (Surface and Minerals) located under the jurisdiction of the Quapaw Tribe of Oklahoma, and to promote tribal self determination and such other uses as may be determined.

BE IT FURTHER RESOLVED that the Quapaw Tribe of Oklahoma request that the Secretary of the Interior or an authorized representative approve said purchase. CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma (O-Gah-Pah) was presented and duly adopted through a telephone/electronic poll of the Quapaw Tribal Business Committee on December 19, 2012, with a vote reflecting 1. yes,Q no, Q abstaining, and 1. absent.

amara Smiley-Reeves, Secret ITreasurer Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC - PHONE POLL

DATE: December 19, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrative Assistant

SUBJECT MATTER: To Approve Resolution 121912-A Tract 920 189 A Charles Wheeler.

SEE ATTACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Via Email Chairman X 12/19/12 11 :33 am Thomas Mathews NO RESPONSE Vice-Chairman X 12/19/12 4:30pm Tamara Smiley-Reeves Via Email Sec.!Treas. X 12/19/1212:24 pm Ranny McWatters, NO RESPONSE Member X 12/19/12 4:30pm Florence Marie Mathews, NO RESPONSE Member X 12/19/12 4:30pm Marilyn Rogers, Via Email Member X 12/19/12 1:08pm T.C. Bear, Via Email Member X 12/19/12 12:08 pm

RESULTS: 1 YES; Q NO; QABSTAIN;~ ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On December 19, 2012 with a vote reflecting 1 yes; Q no; Q abstaining ; and~ absent. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (91 8) 542-1 853 Quapaw, OK 74363-0765 RESOLUTION NO. 121912-B FAX (918) 542-4694

A RESOLUTION CORRECTING RESOLUTION 113012-A AND AUTHORIZING THE LEASE OF TRUST LAND LOCATED UNDER THE JURISDICTION OF THE QUAPAW TRIBE OF OKLAHOMA FOR THE USE OF FARMING AND GRAZING AND TO AUTHORIZE THE EXECUTION OF THE LEASE ON BEHALF OF THE QUAPAW TRIBE OF OKLAHOMA

WlIEREAS, the Quapaw Tribe of Oklahoma is a Federally recognized Indian Tribe and is governed by a Governing Resolution that was duly adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and

WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on behalf of the Quapaw Tribe; and

WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal Businesses and otherwise speak or act on behalf of the Tribe in all matters; and

WHEREAS, the Quapaw Tribal Business Committee supports the lease of the Tribe's 6.67% interest in TrustlRestricted land to Jimmie Allemann in the amount of $300.00 annually. Said land is described as:

The NEY4SWY4; WYzSWY4 Section 21 Township 29 North, Range 24 East, Ottawa County, State of Oklahoma, containing 120 acres mil, Surface Only.

NOW THEREFORE BE IT RESOLVED by the Business Committee of the Quapaw Tribe of Oklahoma that the Tribal Chairperson or an authorized representative of the Quapaw Tribe is hereby authorized to execute a lease for the maximum term of years allowable by federal law for the purpose of a Farming and Grazing Lease, and to promote tribal self determination and such other uses as may be determined including commercial operations acceptable to the lessor.

BE IT FURTHERRESOL VED that the Quapaw Tribe of Oklahoma request that the Secretary of the Interior or an authorized representative approve said lease. CERTIFICATION

The foregoing resolution of the Quapaw Tribe of Oklahoma (O-Gah-Pah) was presented and duly adopted through a telephone/electronic. poll of the Quapaw Tribal Business Committee on December 19, 2012, with a vote reflecting 1. yes, Q no, Q abstaining, and 1absent.

mara Smiley-Reeves, Secreta rTreasurer Quapaw Tribal Business Committee DOCUMENTATION OF AN ELECTRONIC- PHONE POLL

DATE: December 19, 2012

REQUEST FOR PHONE POLL: QTBC Chairman, John Berrey

CONDUCTED BY: Steva Stand, Tribal Administrator Assistant

SUBJECT MATTER: To Approve Resolution 121912-B Correcting Resolution 113012-A.

SEE ATTACHMENTS:

NAME/POSITION YES NO ABSTAIN ABSENT REMARKS John Berrey, Via Email Chairman X 12/19/1211:33 am Thomas Mathews NO RESPONSE Vice-Chairman X 12/19/12 5:00pm Tamara Smiley-Reeves Via Email Sec./Treas. X 12/19/1212:24 pm Ranny McWatters, NO RESPONSE Member X 12/19/12 5:00pm Florence Marie Mathews, NO RESPONSE Member X 12/19/12 5:00pm Marilyn Rogers, Via Email Member X 12/19/12 1:08pm T.C. Bear, Via Email Member X 12/19/1212:08 pm

RESULTS: 1 YES; Q NO; Q. ABSTAIN;~ ABSENT. MOTION PASSES.

CERTIFICATION Approved by the Quapaw Tribal Business Committee On December 19, 2012 with a vote reflecting 1 yes; Q no; Q abstaining; and~ absent. QUAPAW TRIBE OF OKLAHOMA

P.O. Box 765 (918) 542-1 853 Quapaw, OK 74363-0765 FAX (918) 542-4694

Resolution No. 111312-A

To charter Saracen Solutions, LLC, a limited liability company organized under the laws of the Quapaw Tribe.

BEFORE THE BUSINESS COMMITTEE OF THE QUAPAW TRIBE OF OKLAHOMA (0-GAH-PAH)

November 13, 2012

The TRIBAL BUSINESS COMMITTEE introduced the following Resolution to charter a Tribal limited liability company.

WHEREAS, the Quapaw Tribe of Oklahoma (0-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS, the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf ofthe Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including but not limited to enacting laws and ordinances for the Tribe, including creating and regulating Tribal economic development and other enterprises and regulating the environment within the Indian country ofthe Tribe; and WHEREAS, the Business Committee desires to adopt a charter establishing Saracen Solutions, LLC, as a limited liability company organized under the laws of the Quapaw Tribe. NOW THEREFORE BE IT RESOLVED by the Tribal Business Committee that the following ordinance shall be enacted as the law ofthe Tribe: 1 Sec. 101. Establishment 2 The entity to be known as "Saracen Solutions, LLC" is hereby 3 established and chartered as a for-profit limited liability company under the 4 laws ofthe Quapaw Tribe of Oklahoma (0-Gah-Pah). 5 § 102. Name; Place of Business; Location of Offices; Term of 6 Existence 7 (a) The full name of the entity created by this act is "Saracen 8 Solutions, LLC." The short name of the entity is "Saracen Solutions." 9 (b) The principal place of business and the office of Saracen 10 Solutions shall be within the Indian country of the Quapaw Tribe. 11 (c) Saracen Solutions may establish additional offices at such places 12 as the governing body of Saracen Solutions may direct, all ofwhich shall 13 remain under the jurisdiction and authority of the Quapaw Tribe. 14 (d) The term of existence of Saracen Solutions shall be perpetual. 15 § 103. Definitions 16 For purposes of this enactment, the following terms shall have the 17 following meaning: 18 "Business Committee" means the Business Committee of the Tribe. 19 "Charter" means this ordinance chartering and establishing Saracen 20 Solutions. 21 "Legal Requirements" means singularly and collectively all applicable 22 laws, including, without limitation any applicable federal, tribal, state, and 23 local statutes, laws, regulations, ordinances, codes, and rules. 24 "Person" means any individual, sole proprietorship, corporation, general 25 partnership, limited partnership, limited liability company or partnership, 26 joint venture, association, joint stock company, unincorporated association, 27 instrumentality or other form of entity. 28 "Quapaw Reservation" means the boundaries of the reservation set aside 29 for the Quapaw Nation by the United States pursuant to the Treaty of May 30 13, 1833 (Kappler, 1904, vol. 2, p. 395, 7 Stat. 424) including any territories 31 subsequently ceded by the Tribe. 32 "Tribe" and "Tribal" means and refers to the Quapaw Tribe of 33 Oklahoma (or 0-Gah-Pah), a federally-recognized Indian tribe. 34 § 104. Purposes 35 Saracen Solutions is organized for the following purposes: 36 (a) In general, to provide the Tribe with a greater participation, 37 knowledge, and voice in the procurement of government contracts and other

2 1 activities ongoing within the Quapaw Reservation through an entity 2 majority owned and controlled by the Tribe, and to further the goals of 3 self-determination through economic diversification. Saracen Solutions' 4 activities may include, but are not to limited to: (i) negotiating with federal, 5 state, and local governments and private entities, as appropriate, and 6 entering into and implementing contracts in furtherance of Saracen 7 Solutions' purposes; (ii) pursuing grant and other financial incentives; and 8 (iii) conducting revenue-generating business activities for the owners of 9 Saracen Solutions, with the revenues received by the Tribe to be dedicated 10 to funding the operations and services of the Tribal government. 11 (b) In addition to the above, Saracen Solutions is authorized to take 12 all actions necessary, proper, advisable, or convenient for the 13 accomplishment of the purposes for which Saracen Solutions is established 14 and to do all things incidental thereto or connected therewith. 15 § 105. Exercise of Powers 16 (a) Saracen Solutions shall exercise all powers delegated to it in this 17 Charter in conformity with the applicable Legal Requirements. 18 (b) Saracen Solutions shall adopt such policies and procedures as it 19 may determine necessary for the orderly conduct of its business. 20 § 106. Enumerated Powers 21 Saracen Solutions shall have the following powers: 22 (a) Conduct, manage, oversee, and operate the businesses and 23 projects of Saracen Solutions. 24 (b) Develop policies and procedures related to the design, 25 development, financing, construction, operation, management, maintenance, 26 and promotion of Saracen Solutions projects. 27 (c) Hire and discharge all employees of the company, employ 28 professionals necessary to perform services required for the operation of the 29 company, and approve staffing for specific projects of the company. 30 (d) Approve and amend the operating budgets of the company. 31 (e) Seek financing, borrow money, incur debt, pledge assets and 32 enter into necessary financing agreements for the operation and 33 development of the business of the company, so long as said borrowing is 34 solely in the name of the company and recourse is limited solely to the 35 assets of the company and subject to the other provisions of this Charter. 36 (f) Pay all obligations of the company, including without limitation 3 7 obligations under various financing agreements and other costs and debts 38 incurred in the operation of the company. 39 (g) Negotiate the acquisition of (by purchase, exchange, lease, hire 40 or otherwise), utilize, improve, manage, operate, and to negotiate the lease

3 1 or mortgage of, either alone or in conjunction with others, real estate of 2 every kind, character and description, and any interest therein, necessary 3 and incidental to the operation of the businesses of the company. 4 (h) Acquire (by application, assignment, pledge, purchase, 5 exchange, hire, or otherwise), hold, own, manage, operate, mortgage, 6 pledge, hypothecate, exchange, sell, deal in and dispose of, either alone or 7 in conjunction with others, personal property and interests therein, and 8 commodities of every kind, character and description necessary or 9 incidental to the operation of the businesses of the company. 10 (i) Acquire (by application, assignment, purchase, exchange, lease, 11 hire, or otherwise), hold, own, use, license, lease, and sell, either alone or in 12 conjunction with others, the absolute or any partial or qualified interest in 13 and to inventions, improvements, letters, patent, and applications therefore, 14 licenses, formulas, privileges, processes, copyrights, and applications 15 therefor, trademarks, and applications therefor, and trade names, related to 16 the operation ofthe businesses ofthe company. 17 G) Approve, execute, and terminate contracts and agreements 18 necessary to Saracen Solutions projects and bind Saracen Solutions thereto. 19 (k) Negotiate the acquisition of (by purchase, exchange, lease, hire 20 or otherwise), utilize, improve, manage, and operate real and personal 21 property and any interest therein, necessary and incidental to Saracen 22 Solutions projects. 23 (1) Acquire (by application, assignment, purchase, exchange, lease, 24 hire, or otherwise), hold, own, use, license, lease, and sell, either alone or in 25 conjunction with others, the absolute or any partial or qualified interest in 26 and to inventions, improvements, letters, patents, and applications therefore, 27 licenses, formulas, privileges, processes, copyrights, and applications, 28 trademarks, and applications, and trade names, related to Saracen Solutions 29 projects. 30 (m) Negotiate and execute agreements with federal, state, tribal, or 31 local governments or private entities necessary and incidental to Saracen 32 Solutions projects. 33 (n) Designate and approve all depositories used for the deposit of 34 funds of Saracen Solutions projects, and to open, manage, and account for 35 and close bank accounts in the name of Saracen Solutions, related to 36 Saracen Solutions Projects. 3 7 ( o) Sue and be sued in its corporate name, upon any contract, claim, 38 or obligation arising out of its activities under this Charter. For purposes 39 hereof, United States District Courts shall be among courts of competent 40 jurisdiction.

4 1 (p) Consent to the exercise of jurisdiction over any suit or over 2 Saracen Solutions by the federal courts, tribal courts of any tribe, or state 3 courts, or consent to arbitration or alternative dispute resolution. 4 ( q) Apply for grants or other funding sources to further the 5 objectives Saracen Solutions. 6 (r) Have and exercise all powers necessary to effectuate any or all 7 of the purposes for which the company is organized. 8 § 107. Limitation on Powers 9 (a) Saracen Solutions shall act in accordance with the Legal 10 Requirements to achieve its purposes through the use of the various powers 11 enumerated above. 12 (b) Saracen Solutions shall not have power to negotiate any compact 13 or intergovernmental agreement with another government, with the 14 exception that Saracen Solutions may enter into agreements with federal, 15 state or other governmental entities that comply with all applicable laws and 16 regulations. 17 (c) Saracen Solutions shall have no power to exercise any regulatory 18 or legislative power; the Tribe specifically reserves from Saracen Solutions 19 and prohibits the exercise of all regulatory, legislative, and other 20 governmental powers beyond those specifically granted in this Charter. 21 (d) Saracen Solutions shall not have the power to promulgate, repeal 22 or amend any law of the Tribe. Saracen Solutions shall not be vested with 23 any civil regulatory or criminal jurisdiction. Saracen Solutions shall not 24 have the power to exercise any powers of the Business Committee or of the 25 Tribe not validly delegated. 26 (e) Saracen Solutions shall not have power to pledge, commit, or 27 use any assets, income, property, or funds of the Tribe except the assets, 28 income, property or funds of Saracen Solutions. 29 (f) Saracen Solutions shall not have the power to encumber, lease or 30 sell any real or personal property of the Tribe, except to the extent that 31 Saracen Solutions may encumber, lease or sell any real or personal property 32 owned or controlled by Saracen Solutions. 33 § 108. Relation to Tribe 34 The company shall at all times maintain a separate and distinct identity 35 from the Tribe for all purposes, including but not limited to for purposes of 36 federal and state taxation, as applicable. No financial, contractual, or other 37 obligations of the Tribe shall be valid and enforceable obligations of the 38 company for any purpose, and no financial, contractual, or other obligations 39 of the company shall be valid and enforceable obligations of the Tribe for 40 any purpose, except to the extent the Tribe agrees to undertake such 41 obligations.

5 1 § 109. Limited Liability 2 The debts, obligations and liabilities of Saracen Solutions, whether 3 arising in contract, tort or otherwise, shall be solely the debts, obligations 4 and liabilities of Saracen Solutions, and no member, committee member, 5 officer or agent of Saracen Solutions shall be obligated personally for any 6 such debt, obligation or liability of Saracen Solutions solely by reason of 7 being a member or acting as a committee member, officer or agent of 8 Saracen Solutions. 9 § 110. Assets of the Company 10 (a) The assets of Saracen Solutions shall consist of all revenues and 11 rights to payment, all real or personal property owned or controlled by 12 Saracen Solutions, and all Saracen Solutions' contractual and other 13 intangible assets. 14 (b) Notwithstanding the foregoing, for purposes of clarification and 15 the avoidance of doubt, upon transfer of funds or property from the 16 accounts of Saracen Solutions to the general funds or other accounts of the 17 Tribe in compliance with all contractual restrictions applicable to Saracen 18 Solutions, such funds shall cease to be assets of Saracen Solutions without 19 the requirement of further act or deed; provided, however, Saracen 20 Solutions shall not transfer, distribute, pledge or otherwise encumber its 21 assets until Saracen Solutions makes all payments and satisfies all 22 obligations that are due and owing. 23 §111. Distributions to the Tribe 24 Saracen Solutions shall make to the Tribe distributions in the manner 25 and at the times as set forth in the Operating Agreement. 26 § 112. Management 27 Management of Saracen Solutions shall be as set forth in the Operating 28 Agreement.

BE IT FURTHER RESOLVED that the Tribal Business Committee finds and resolves as follows: 1. The foregoing Ordinance shall become effective immediately upon is certification. 2. The foregoing ordinance shall be codified by the General Counsel in the Quapaw Code as the permanent law ofthe Tribe.

6 CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through a telephonic/electronic vote of the Tribal Business Committee on November 13, 2012, with a vote reflecting _6_ yes, P no, 0 abstaining, and _L absent.

Thomas C. Mathews, Vice-Chairman Quapaw Tribal Business Committee

7 QuAPAW TRIBE oF OKLAHOMA

P.O. Box 765 (918) 542-1853 Quapaw, OK 74363-0765 FAX (918)542-4694

Resolution No. 111312-B

A RESOLUTION APPROVING FORMATION AND OPERATING AGREEMENT FOR SARACEN SOLUTIONS, LLC

WHEREAS, the Quapaw Tribe of Indians of Oklahoma (0-Gah-Pah) is a federally recognized Indian Tribe and is governed by a Governing Resolution adopted by the Quapaw Indian Council on August 19, 1956, and approved by the Commissioner of Indian Affairs on September 20, 1957; and WHEREAS, the Quapaw Tribe asserts tribal governmental jurisdiction to the fullest extent recognized by law over the lands within the original Quapaw Reservation, as established as a homeland for the Quapaw Nation by the Treaty of May 13, 1833; and WHEREAS,· the Governing Resolution delegates authority to the Quapaw Tribal Business Committee to speak and act on the behalf ofthe Quapaw Tribe; and WHEREAS, the Quapaw Tribal Business Committee is thus empowered and obligated to transact Tribal business, including authorizing and approving economic development initiatives of the Tribe, and approving contracts of the Tribe; and WHEREAS, the Tribal Business Committee has chartered a new business entity, to be known as Saracen Solutions, LLC, a limited liability company organized under the laws of the Tribe (hereinafter "Saracen Solutions"),in which the Tribe is to be a member and majority owner; and WHEREAS, the Tribal Business Committee desires to approve an operating agreement to govern the relationship between the members of Saracen Solutions (the "Operating Agreement"), which Operating Agreement has been negotiated by representatives of the Tribe, with the assistance of Tribal counsel, and the ·proposed non-tribal members thereof. NOW, THEREFORE BE IT RESOLVED THAT the Tribal Business Committee determines and finds that the Tribal Business Committee has full power and authority to adopt this Resolution, and that the adoption of this Resolution is the best interests of the Tribe, and, further, that this Resolution is consistent with the laws of the Tribe. BE IT FURTHER..RESOLVED THAT the Tribal Business Committee hereby approves the Saracen Solutions Operating Agreement, and further hereby authorizes and directs the Chairman of the Tribal Business Committee, or, if the Chairman is unavailable, any other officer of the Business Committee, to execute and deliver said Operating Agreement and such other related or ancillary agreements and instruments as are necessary to effect the approval of and to implement such Operating Agreement. [Remainder of page left blank intentionally.] CERTIFICATION The foregoing resolution of the Quapaw Tribal Business Committee was presented and duly adopted through an electronic/telephone/electronic vote of the Tribal Business Committee on November 13, 2012, with a vote reflecting __6__ yes; _(}__no; _t2__ abstaining; and -J. absent.

Thomas Crawfish Mathews, Vice-Chairman Quapaw Tribal Business Committee

Resolution Approving Saracen Solutions Operating Agmt. 2