1.1 This MOU addresses certain off-reservation environmental impacts attributable to the construction and operation of the Project described in Section 1.2. In addition, this MOU addresses certain other issues raised by the County such as payment for fire, police and other County services required to be provided to the Tribe by Public Law 280 (67 Stat. 588).

1.2 The Project consists of (i) the construction and operation of a Class III gaming and entertainment facility on approximately 49 acres located inside the Tribe's Reservation and (ii) the construction and maintenance of an access road and other non-gaming ancillary facilities on approximately 112 acres (per County APN information) of fee land owned by the tribe located outside of, but contiguous to, the Tribe's Reservation (collectively referred to herein as the "Project"). Key elements of the Project include the following:

2.1 The Tribe shall have the primary responsibility for maintaining order and safety in the gaming facility, but acknowledges that assistance from the Sheriff s Department may be required from time to time with respect to the apprehension and arrest of persons engaged in suspected criminal activity. The Tribe and the Sheriffs Department shall meet and confer on a regular basis to prepare and update procedures which enable both entities to respect and assist each other in fulfilling their respective responsibilities as effectively and efficiently as possible.

2.2 The parties recognize that the operation of the Project may create added burdens on the Sheriff s Department in terms of patrolling and responding to calls for assistance. Because some of that activity will take place on the Rancheria, special training and staffing assigmnents by the Sheriff s Department will be required. In order to meet these increased burdens, the Tribe and County have agreed as follows: The Tribe has requested, and the County Sheriff s Department will provide, one full time deputy to be available in the vicinity of the gaming facility seven days a week, 24 hours per day, and the Tribe agrees to reimburse the County for all actual costs incurred by the County in providing the requested law enforcement not to exceed $365,000.00 for actual costs, plus a 12% add-on for County general and administrative burden.

This level of staffing will require five deputies, and the cost for initial staffing and needed equipment will be prorated for Year 1 of casino operations so as to bring the tribal funding into a fiscal year coinciding with the County's fiscal year, based on an actual cost for salaries, benefits, services and supplies; the proration for Year 1 will be calculated with consideration for start-up time, as well as such pre-opening time as is necessary to provide for hiring and training a deputy sheriff. In addition, for Year 1, there will be a one-time cost for fixed assets of $79,700.00 which will not be prorated. Unless the Parties agree to some other payment schedule, the County shall submit an invoice for law enforcement services to the Tribe on a monthly basis and the Tribe shall pay the invoice to the County within thirty (30) days of the receipt thereof. The Tribe and the County Sheriffs Department shall develop protocols for the transfer of prisoners.

2.3 The Parties recognize that the hiring and training of the required law enforcement personnel will necessitate that such personnel be hired six months prior to the opening of the gaining facility. Accordingly, the Tribe will begin to provide on a prorated basis the funding for hiring, and training as of that time.

2.4 During the fifth year of operations, or sooner if additional law enforcement staffing is deemed necessary by the Parties, the Parties shall meet to discuss the terms for the extent of such staffing after the end of the initial five year period. The provision of law enforcement staffing beyond the initial five year period shall be the subject of a future agreement between the Tribe and the County.

2.5 At the request of the Tribe, the Sheriff may agree to provide additional law enforcement and security personnel for special events and functions occurring within the casino/hotel facilities at the Project site. As to special event services requested by the Tribe, the County will bill the Tribe for the actual costs of providing such services. The Tribe will pay such bills within thirty (30) days of receipt.

3.1 As a contribution to the public safety of the Coarsegold area, the Tribe desires to contribute funds to be used specifically prior to the opening of the Casino for the purchase of equipment and for staffing on an annual basis.

The Tribe will contribute one-time costs of $350,000.00 for fire apparatus and equipment purchases. The County will provide fire apparatus and equipment specifications to the tribe sixty (60) days after this MOU is approved. This specified fire apparatus and equipment will be purchased directly by the Tribe and will be transferred to County ownership no later than 90 days prior to the opening of the Casino, provided that fire apparatus and equipment specifications are provided no later than thirty (30) days after groundbreaking for construction of the gaming facility. (Fixed asset costs will not be pro-rated.)

The Tribe also agrees to reimburse the County for all actual costs of fire protection staffing under this Agreement incurred by the County, not to exceed $415,000.00 in the first year after opening of the facility, plus a 12% add-on for County general and administrative burden. This staffing compensation shall provide for a minimum of two (2) qualified firefighters, 24 hrs./7 days a week staffing of fire apparatus. Actual cost for salaries, benefits, service and supplies, the pro-rations for one (1) year will be calculated with considerations of start-up costs. Labor costs associated with this staffing will be reviewed annually and are subject to annual adjustment in the event of changes in labor contract costs mandated by the director of the California Department of Forestry or by adjustments to the annual published State of California contract rates. The Tribe will be billed monthly for actual costs. The tribe will pay such bills within thirty (30) days of receipt.

3. 1.1 The parties recognize that the hiring and training of the required fire protection personnel will necessitate that such personnel be hired at least thirty (30) days prior to the opening of the gaming facility.

3.2 The staff and equipment described in Section 3.1 will be located at the Coarsegold CDF station. A new fire station is to be built or purchased near-the Project for faster response time. After start of construction on the gaming facility, and in order to permit these resources to be relocated, the Tribe will contribute $175,000 (of which 50% will be reimbursed to the Tribe by the County as provided herein), toward the construction or purchase by the County of a new fire station within one mile of the Casino. This station will be located on land provided by the County and will consist of at least a 2000 square foot dormitory/office, a 50 by 60 ft. apparatus garage, and other needed infrastructure. The Tribe shall pay the money to the County (i) after the County has encumbered $200,000 for this purpose, or the balance of the projected cost of the fire station, whichever is greater; and (ii) when the parties have agreed upon a mechanism and schedule for reimbursing the Tribe for 50% ($87,500.00) of its contribution from future fire mitigation fees collected within this station's primary response area by the County. Once the new fire station is obtained the staff and equipment described in Section 3.1 will be relocated to that facility.

3.3 During the fifth year of opening, or sooner if additional fire protection staffing is deemed necessary by the parties, the parties shall meet to discuss the terms for the additional staffing after the initial five year period. The provisions of fire protection staffing beyond the initial five-year period shall be the subject of a future agreement between the tribe and the County.

3.4 The Madera County Fire Chief and a representative designated by the Tribe shall develop mutually-agreeable operational plans and procedures for fire and basic emergency medical services to the Casino.

4.1 Primary access to the Project will be via a local road built to County standards that will intersect State Highway 41 at or near the existing intersection of that highway and Buck Run Lane. This includes access from parcels currently designated by the County Assessor as numbers 054-330-014,054-330-015,054-330-017,054-330-020,

054-330-025,054-330-026,054-330-031,054-330-032,054-330-033,054-330-036 and054-330-037. This access is depicted on Exhibit 1. Prior to any construction within a California state right-of-way, the tribe will submit a copy of a CALTRANS approved Encroachment permit to the County Road Department. Prior to any construction within a County right-of-way, the Tribe will obtain a County Encroachment Permit. The County shall be the lead agency for all required CEQA review.

4.2 Prior to the Casino opening, the Tribe will submit to a County Road Department plans prepared by a California registered civil engineer for the construction of a local road within the realigned Buck Run Lane right-of-way approximately as located as noted on Exhibit 2. It is understood that Section A (as marked on Exhibit 2) will be improved to at least a Class V Madera County standard and that section B will be improved at least to a Class I Madera County Standard. No construction within the public right of way will begin until the County Road Commissioner or his designee has approved the plans and issued an Encroachment Permit. The Tribe will comply with the permit's conditions of approval. The Tribe agrees to submit these plans and the application for an Encroachment Permit promptly after the execution of this Agreement. The County agrees to expedite the review of these plans and the processing of the encroachment permit to the maximum extent possible consistent with applicable law.

4.3 The Tribe shall install and maintain a locked gate at the access from the Casino to County Road 417 at the location shown on Exhibit 3 and shall permit access only for emergency purposes; provided that the Tribe may use County Road 417 for access to the extent and subject to the conditions specified in this section.

4.4 Upon completion of road construction within the public right-of-way, the Tribe will submit to the County Road Department reproducible as-built plans prepared by either a California registered civil engineer or a California licensed land surveyor, copies of all appropriate tests, a certification from the engineer or surveyor that all improvements are located within the public right-of-way, and a certification from the engineer that all improvements have been built in accordance with County Code.

4.5 The Tribe will maintain the paved portion of Buck Run Lane.

4.6 Thirty (30) days prior to the opening of the Casino, the County will invoice and the Tribe shall pay a Mitigation Fee of $21.05 per trip based on the actual traffic from the permitted but gated emergency access driveway on County Road 417. The parties estimate that such traffic will not exceed 100 trips per year; therefore, the Tribe will pay a Mitigation Fee to the County for County Road 417 of $2,105.00. The County acknowledges that the use of County Road 417 for access to the Tribe's administrative facilities is a pre-existing use for which no impact fee will be required. Funds collected will be used for the future improvement of County Road 417.

4.7 Thirty (30) days prior to the opening of the Casino, the County will invoice and the Tribe will pay the County Road Department an amount equal to the State Highway 41 and County Wide Road Impact Fees as described in the County Road impact fee ordinance. The State Highway 41 fee is calculated at $387.25 per peak hour trip while the County Wide Fee is calculated at $22.55 per peak hour trip, according to a final traffic study as certified in the final environmental document. Per the September 21, 2000 traffic report prepared by K.D. Anderson, the casino and hotel will result in 896 average PM peak hour trips on weekdays. Thus, the State Highway Fee is $346,976.00 and the County Wide Fee is $20,205.00. Should there be any change to the K.D. Anderson report as contained in the Tribe's NEPA submission to NIGC, the fee calculations will be changed accordingly.

This per trip rate is based upon the Twin Pines Subdivision certified E.L.R. that has been collected in the County since 1986.

4.8 Thirty (30) days prior to the opening of the casino, the Tribe will grant deed to the County a strip of land of varying width as noted on Exhibit 4 for public road right-of way for the relocation of Buck Run Lane, which right-of-way shall be the course designated as Sections A and B on Exhibit 2. After this conveyance is recorded, the County will vacate a portion of the existing right-of-way of "Buck Run Lane" as shown on Exhibit 4.

4.9 The parties agree that the right-of-way for County Road 417 through the Reservation should be widened by thirty (30) feet so that the total public right-of-way will be 80 feet wide. Thirty (30) days prior to the opening of the Casino, the Tribe will provide written consent to grant such right-of-way in the manner provided in 25 C.F.R. 169.3 and shall waive consideration therefore as provided by 25 C.F.R. 169.12. These strips of land are currently located on parcels designated by the Madera County Assessor as parcel numbers: 054-330-014, 054-330-015, 054-3 30-025, and 054-330 026. The two strips of land are noted on Exhibit 3. It is understood that this additional right-of-way will be used for future road improvements. The County acknowledges that there might be cultural resources in the area and the County agrees that any such future project(s) that it undertakes will avoid and/or mitigate these resources. Protection of Tribal cultural resources will be consistent with the Tribe's Cultural Resources Protection Ordinance which was adopted February 10, 2001, by resolution 2001-01 and Tribal Resolution 2000-30 (Cultural Resources Summary). Madera County will mitigate according to the requirements of State Office of Historical Preservation and applicable provisions of sections 106 and I 10 of National Historical Preservations Act of (NHPA) of 1966 (as amended).

4.10 In the event that other development of the lands identified in Section 4.1 above is proposed with additional and/or revised access, prior to any construction within the Madera County public right-of-way, the Tribe will submit a completed application for an Encroachment Permit to the County Road Department. The application will include plans prepared by a California registered civil engineer and any tests or studies deemed necessary by the Road Commissioner or his designee. No construction will begin until the Road Commissioner or his designee has approved the plans and issued an Encroachment Permit. The Tribe will pay the appropriate fees and will follow the permit's conditions of approval. Upon completion of construction within the Madera County public right-of-way, the Tribe will submit to the County Road department reproducible as-built plans prepared by either a California registered civil engineer or a California licensed land surveyor, copies of all appropriate tests, a certification from the engineer or surveyor that all improvements are located within a public right-of-way and certification from the engineer that all improvements have been built in accordance with County Code.

5.1. The Tribe is responsible for providing water and sewer services to the Project.

5.2 The Tribe acknowledges that federal water quality laws apply to the Project and that these laws require the tribe to obtain certain federal permits or certifications for the Project that is on reservation lands. The Tribe will provide the County informational copies of all such federal permits obtained pursuant to these laws.

5.2.1 Disposal of treated effluent (meeting California Title 22 requirements) may be by a combined method of land fields, spray irrigations and fire suppression water. Any treated effluent disposal on lands owned in fee by the Tribe outside the Reservation Indian Lands will be governed by State and County laws and certain permits or certifications will be required.

5.2.2 Any stormwater discharge shall be subject to National Pollution Discharge Elimination System (NPDES) permitting.

5.3 The parties agree that in the future it may become mutually beneficial to develop new water and sewer systems for the Reservation and the surrounding area. For this reason each party, upon the request of the other, will participate in area-wide waste water and water planning.

5.4 In order to begin the collection of data on wells, well production and water quantity, the Tribe will pay $25,000 of its total contribution to the County within 90 days after start of construction and after receiving invoices not to exceed $25,000.00 (with no county match) provided the parties have agreed on a consultant and a work plan for the first part of the project for basic data collections and evaluations. The Tribe will not make any additional payments until the County has additional funding or matching grants to proceed with a ground water study.

5.5 So as to develop the hydrogeological information necessary for such planning, the tribe shall establish a fund, and will pay from said fund, on a dollar-for-dollar matching basis, up to $225,000 toward a groundwater study of the Reservation and surrounding lands by a qualified hydrogeological consultant jointly selected by the parties; provided that the parties shall jointly develop, approve, execute and manage the contract and work plan for this study; approve all payments under the contract; and review and approve all project reports and other consultant work product.

5.6 The County shall provide mailed notice to the Tribe of any development proposals within the Coarsegold Area Plan.

6.1 The Madera County Department of Social Services will work with the Tribe to help identify and refer potential applicants for employment at the Project. The Tribe will transmit copies of job postings and announcements for the Project to the Department promptly upon release, and the Department will cause the same to be posted and distributed in the same manner as job postings and announcements submitted by other outside employers. The Tribe agrees that, to the extent permitted by applicable federal law, tribal law and the Compact with the State of California relating to employment discrimination and tribal hiring preferences, it shall exercise its best efforts to hire residents of Madera County for jobs at the Project, it being the goal of the Parties (but not a minimum requirement or quota) that at least 50 percent of the Project workforce be County residents. The Tribe will maintain records of the county of residence for each person hired at the Project and shall prepare an annual report within 30 days of the end of its fiscal year showing the total number of county residents employed at the Project, and the percentage of such employees relative to the total Project workforce, at the beginning and end of the report period. The Tribe will provide a copy of this report to the County Department of Social Services. If this report indicates that at the end of the reporting period less than 50 percent of the nonNative American project workforce consists of County residents, the Tribe agrees, upon the written request of the county, to meet and confer on possible strategies for increasing the proportion of County residents employed at the Project.

6.2 The Madera County department of Social Services will work with the Tribe to help screen and review potential applicants for employment at the Project.

6.3 The Tribe shall make a contribution to the County of $15,000 for each of the first three years of Casino operation and $25,000 for each year thereafter until the expiration of the term of this MOU which amounts shall be used to address problem gambling issues in Madera County as determined by the County Mental Health Department working with all appropriate county departments and agencies. Payments shall be made on or after July I of each year in response to invoices submitted by the County.

7.1 Meet and Confer Process.

In the event that the County or the Tribe believes that the other has committed a possible violation of this MOU it may request in writing that the parties meet and confer in good faith for the purpose of attempting to reach a mutually satisfactory resolution of the problem within 15 days of the date of service of said request; provided that if the complaining party believes that the problem identified creates a threat to public health or safety, the complaining party may proceed directly to arbitration as provided in Section 7.5.

7.2 Notice of Disagreement.

If the complaining party is not satisfied with the result of the meet and confer process, the complaining party may provide written notice to the other identifying and describing any alleged violation of this MOU ("Notice of Disagreement"), with particularity, if available, and setting forth the action required to remedy the alleged violation.

7.3 Response to Notice of Disagreement.

Within 15 days of service of a Notice of Disagreement, recipient shall provide a written response either denying or admitting the allegations set forth in the Notice of Disagreement, and, if the truth of the allegations is admitted, setting forth in detail the steps it has taken and/or will take to cure the violations. Failure to serve a timely response shall entitle the complaining party to proceed directly to arbitration, as provided in Section 7.5 below.

7.4 Expedited Procedure for Threats to Public Health or Safety.

If the County or the Tribe reasonably believes that in violation of this MOU the other's conduct has caused or will cause a significant threat to public health or safety, resolution of which cannot be delayed for the time periods otherwise specified in this section, the complaining party may proceed directly to the Arbitration Procedures set out in Section 7.5, without reference to the Meet and Confer or Notice of Disagreement processes set out in paragraphs 7.1, 7.2 and 7.3, and seek immediate equitable relief. At least 24 hours before proceeding in this manner, the complaining party shall provide to the other a written request for correction and notice of intent to exercise its rights under this section setting out the legal and/or factual basis for its reasonable belief that there is a present or an imminent threat to public health or safety.

7.5 Binding Arbitration Procedure

Subject to prior compliance with the Meet and Confer process set out above in Section 7. 1, and the Notice and Response process in Sections 7.2 and 7.3, and except as provided in section 7.4, either party has the right to initiate binding arbitration to resolve any dispute arising under this Agreement. The arbitration shall be conducted in accordance with the following procedures:

8.1 The County will apply for grants from the Special Distribution Fund established by the Tribal/State Gaming Compact for the purpose of reducing the need for direct payments from the Tribe pursuant to this MOU Any funds received by the County from the Special Distribution Fund shall be credited against the appropriate mitigation amounts or fees required to be paid by the Tribe; provided that if the parties mutually agree that a request for funding from the Special Distribution Fund (i) addresses documented County needs outside the scope of this MOU or (ii) augments the level of service provided by this MOU to satisfy increased or unforeseen needs, the Tribe will actively support the County's request and will not claim a credit against the payments required by this MOU.

8.2 The Tribe will administer an industry recognized training program for gaming facility employees who serve alcohol which is designed to help them to identify and prevent intoxication, drunk driving and underage drinking. The training program will present a full range of information, including physiological effects, intervention techniques and legal responsibilities necessary to effectively prevent alcohol-related problems.

8.3 Tribal /County Advisory Committee: County and the Tribe agree to establish a permanent committee, to be known as the Tribal County Advisory Committee. The responsibilities of the Committee shall include review of questions related to implementation of this Agreement, proposals for amendments to this Agreement, and concerns over any matter within the scope of this Agreement.

8.4 This MOU may be modified or amended only by a written instrument executed by the Tribe and the County, pursuant to the same authorizations used to execute this MOU in its original form.

8.5 This MOU is the entire agreement between the parties and supersedes all prior written and oral agreements, if any, with respect to the subject matter hereof.

8.6 The invalidity of any provision or portion of this MOU shall not affect the validity of any other provisions of this MOU or the remaining portions of the applicable provisions. If any provision of this MOU is determined invalid which results in the diminution of any payments or financial obligations of the Tribe to the County, then the parties shall use their best efforts to renegotiate the terms of the invalid provisions; in the event that the parties are unable to successfully renegotiate the invalid terms, they shall resolve the matters at issue through the disputed resolution provisions of this MOU.

8.7 In the event of a forced delay in the performance by either the Tribe or the Court due to acts of God or of the public enemy, acts or inaction of the other party or its employees or agents, strikes, lockouts, unusual delay in transportation, unavailability of materials, fires, floods, catastrophic weather or other natural disasters, epidemics, riots, insurrection, war or unavoidable casualties, the time for performance of such obligations shall be extended for the period of the forced delay.

8.8 This MOU shall be for an initial term of five (5) years and shall automatically continue for successive five (5) year terms unless on or before the fourth (4th) anniversary date of any such term, either party gives notice in writing to the other party of its intent to modify the MOU.

8.9 Throughout the term of this MOU the parties agree to exercise good faith and to observe the covenants contained herein.

8.10 The Tribe shall submit this MOU to the United States Department of the Interior for either (1) approval pursuant to 25 U.S.C. § 81, or (2) a written response that this MOU does not require approval under 25 U.S.C. § 8 1. The County's signature to this MOU is expressly contingent upon the approval called for in this paragraph, and the county has the right to withdraw its support for this MOU if it is not submitted to the Department of the Interior pursuant to this Section or is rejected by the Department of the Interior as unacceptable and unenforceable. The County shall work with the Tribe to secure 25 U.S.C. Section 81 review as promptly as is possible.