Management Agreement for the National Indian Lottery - Coeur d'Alene Tribe and Unistar Entertainment Inc.
MANAGEMENT AGREEMENT
FOR THE NATIONAL INDIAN LOTTERY
PREAMBLE
This Management Agreement is made and entered into by and between the
Coeur d'Alene Tribe, a federally recognized Indian Tribe ("CDA" or "Owner"), and
UNISTAR Entertainment, Inc., a corporation organized under the laws of the State
of Colorado ("UNISTAR" or "Contract Manager"), for the formation of a
self-sustaining tele-lottery gaming enterprise to be known as the National
Indian Lottery (the "NIL"), pursuant to the Indian Gaining Regulatory Act of
1988 ("IGRA"), the 1992 Class III Gaming Compact by and between CDA and the
State of Idaho and the Coeur d'Alene Tribal Charitable Gaming Code, Chapter 30
1.01 - 14.01.
In consideration of the mutual promises and covenants contained herein,
the parties hereto agree as follows:
ARTICLE 1. Title
This Management Agreement for the National Indian Lottery may
hereinafter be referred to as "Management Agreement," or "Contract."
ARTICLE 2. Recitals
WHEREAS, the Coeur d'Alene Tribe is a federally recognized Indian Tribe
possessing sovereign powers of self government over the Coeur d'Alene Indian
Reservation; and
WHEREAS, CDA desires to establish a self-sustaining tele-lottery
enterprise known as "National Indian Lottery" (NIL) to increase CDA's revenues
for the purpose of enhancing CDA's economic self-sufficiency and self-government
and to promote the health, education and welfare of the members of the Coeur
d'Alene Tribe; and
WHEREAS, CDA is seeking financial and technical assistance for the
development and management of the NIL in order to obtain the revenues necessary
to provide essential governmental services and long-term employment for Tribal
members; and
WHEREAS, CDA lacks the related experience necessary to unilaterally
develop and operate the NIL and CDA has determined that it must obtain the
necessary additional capital, management, and operational skills by hiring
UNISTAR as Contract-Manager for a period of FIVE (5) YEARS to assist in securing
financing and to implement management of the operation of the NIL and to provide
the necessary training and oversight necessary to employ Tribal personnel; and
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WHEREAS, UNISTAR is the developer of existing software systems and the
unique gaming program presented to CDA as "Tele-Lottery," and this lottery is a
unique and previously non-existent application of the concepts advanced under
IGRA and the Charity Games Clarification Act; and
WHEREAS, UNISTAR has agreed to secure financing for and manage the CDA
NIL with CDA for a period of FIVE (5) YEARS in return for which UNISTAR would
receive a management fee paid entirely and exclusively out of the net revenue of
the NIL at the rate of THIRTY PER CENT (30%) of net revenue per year over the
FIVE (5) YEAR term of this Contract; and
WHEREAS, CDA has determined that the structure, duration, and fees
provided for in this Contract represent the best means to accomplish CDA's
objectives.
ARTICLE 3. Purpose
3.1 The purpose of this Contract is to establish and operate a
Tele-Lottery Enterprise known as "National Indian Lottery" or "NIL" on the Coeur
d'Alene Indian Reservation ("the Reservation") for the benefit of the Coeur
d'Alene Tribe and its members thereof
3.2 UNISTAR is in the business of providing technical, financial and
other services required for the conduct of "NIL Operation." CDA and UNISTAR
agree that CDA shall engage in and conduct lottery games under this Agreement,
and that UNISTAR shall provide technical services and financing for the "NIL."
3.3 The parties understand and agree that the "lottery games" to be
conducted at the Reservation under this Agreement shall be a series of "lottery
games" as defined herein.
ARTICLE 4. Definitions
4.1 "Act" or "IGRA," shall refer to the Indian Gaming Regulatory
Act, (25 USC, Section 2701 et
seq.).
4.2 "CDA" or "Tribe," means the Coeur d'Alene Tribe, its authorized
officials, agents, and representatives.
4.3 "Compact," means the 1992 Class III Gaming Compact by and between
the Coeur d'Alene Tribe and the State of Idaho approved by the Department of
Interior as published in Federal Register, Vol. 58, No. 28, Friday, February 12,
1993, Notices.
4.4 "Computer System Network," means the unique Tele-Lottery software
and hardware telecommunications-system that is the proprietary property of
UNISTAR.
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4.5 "Director of Gaming," means the individual selected by CDA to
oversee and be in charge of all CDA gaming activities including NIL.
4.6 "External Audit," means the annual audit to be conducted by an
independent CPA firm selected by the CDA.
4.7 "Financial Procedures," shall refer to the Lottery Games Procedures
which establish and define the cash management system defined in Articles 6.6;
6.7; 6.1 1; 6.14; and Article 7 and the methods used to provide the protection
against price duplication and to guarantee payment of prizes won.
4.8 "GAAP" means generally accepted accounting procedures.
4.9 "Games," shall refer to Lottery Games and on-line games.
4.10 "Game Parameters," shall refer to game procedures which
establishes and define the prize structure: game rules and other parameters.
4.11 "Gaming Board," means the Coeur d'Alene Tribal Charitable
Gaming Board.
4.12 "Indian Lands," means those lands as defined in 25 USC 2703(4)
and 25 CFR 502.12.
4.13 "Internal Audit," means the quarterly audit to be conducted by a
mutually agreed upon auditor.
4.14 "Lottery Games," means those games traditionally identified as
non-casino type lottery games (not to be confused with pari-mutuel sports
betting or bingo), including games authorized pursuant to Article 4.19.2 of the
Compact and as conducted under this Management Agreement.
4.15 "Management," means the arrangement between CDA and UNISTAR for
management of the NIL as contained in this Contract.
4.16 "Management Fee," shall be the contract manager's 30% of the net
revenue paid for entirely and exclusively out of the net revenue.
4.17 "Net Revenue," means gross revenues of the Lottery Games less
amounts paid for prizes and total gaming related operating expenses.
4.18 "NIGC," means National Indian Gaming Commission.
4.19 "NIL," means National Indian Lottery, the gaming enterprise
operated under this Management Agreement and solely owned by CDA.
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4.20 "UNISTAR," refers to UNISTAR Entertainment, Inc., a Colorado
Corporation or its predecessor or successor entities, which is the Management
Contractor under this Agreement.
4.21 "Reservation," means Indian lands.
4.22 "Reservation Operation Center," means the NIL command and control
center located on the Coeur d'Alene Reservation.
4.23 "TERO," means the Tribal Employment Rights Office of the Coeur
d'Alene Tribe. Its purpose is to regulate tribal employment under the authority
of the TERO Code, Tribal Employment Rights adopted and enforced by the Coeur
d'Alene Tribe Resolution #172(0'3) Amended 7-21-93.
4.24 "Tribal Council," means the elected Tribal Council of the Coeur
d'Alene Tribe.
4.25 "Tribal Gaming Code," is used to reference the Coeur d'Alene
Tribal Charitable Gaming Code adopted and approved by the Coeur d'Alene Tribal
Council by Resolution #2 (89), its purpose and intent is to provide a
comprehensive scheme of regulations of Tribal or Indian owned gaming on the
Coeur d'Alene Indian Reservation.
4.26 "Tribal Lottery Coordinator" ("TLC"), means a CDA Tribal Member
selected by the Director of Gaming to carry out assigned duties regarding day to
day operations of the NIL. TLC shall act as liaison for the Tribe with the
UNISTAR Account Executives of NIL Operations and Executives of UNISTAR.
4.27 Subsequent capitalized terms not defined heretofore are defined in
the specific sections in which they are referenced.
ARTICLE 5. Authority
5.1 Each party warrants to the other that it has full authority to
execute this Contract.
5.2 UNISTAR and its employees shall at all times conduct NIL operations
in accordance with IGRA and other applicable federal statutes, all applicable
federal regulations, the Tribal Gaming Code, the Compact and this Contract.
5.2.1 Mr. James W. Spencer shall be the first person
designated by UNISTAR to be the UNISTAR Account Executive of NIL
Operations. Should Mr. Spencer resign or be removed for cause agreed
upon by CDA and UNISTAR, subsequent UNISTAR Account Executives of NIL
Operations shall be selected at large from a national search of
personnel with related experience, integrity, and national reputation.
The final selection of any successor(s) shall be agreed upon by UNISTAR
and CDA. For purposes of this Article, the term "removed for cause"
shall mean:
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a) Mr. Spencer's inability to perform his duties
hereunder on a full-time basis for a period of one hundred
twenty (120) consecutive days as a result of his incapacity
due to a physical, mental, or emotional illness
("Disability"), the determination of such Disability to be in
UNISTAR's reasonable discretion and based upon independent
medical and other professional advice appropriate to the
circumstances; or
b) The death of Mr. Spencer; or
C) The conviction of Mr. Spencer for commission of
a felony; or
d) Action by Mr. Spencer involving willful
malfeasance, or gross negligence or failure to act by Mr.
Spencer involving material nonfeasance, which, at the time of
such willful malfeasance or gross negligence or material
nonfeasance, has a materially adverse effect (monetarily or
otherwise) on NIL; or
e) Conduct involving demonstrated moral turpitude,
including habitual use of alcohol or drugs;
f) Failure to comply with any written directive of
the Director of Gaming of the Coeur d'Alene Tribe, any conduct
in violation of or contrary to approved statutes, policies, or
procedures, of the Coeur d'Alene Tribe, the Gaming Board or
any representation, conduct or actions deemed by the Gaming
Board to be offensive or harmful to the Coeur d'Alene Tribe,
provided written notice that such (i) failure to comply, or
(ii) conduct or actions has been given to Mr. Spencer and he
has failed to cure within ten (10) days of receipt of such
notice.
5.3 For the term of this Contract, the parties shall use best
efforts to accomplish the objectives
hereof.
5.4 The Director of Gaming shall have direct management oversight
authority over the Contract Manager and UNISTAR Account Executive of NIL
Operations. The Director of Gaming shall authorize all official reports, and
shall review fiscal transactions on behalf of the CDA. The Director of Gaming
shall approve or disapprove all contracts or subcontracts entered into for the
purposes of operating the National Indian Lottery. The Director of Gaming shall
approve or disapprove all budgets as they relate to the startup and/or operation
of the National Indian Lottery. Approval by the Director of Gaming of a budget
is required prior to any funds released from any NIL account for that period.
CDA and the Contract Manager will agree to a financial institution in which NIL
will maintain its bank accounts. Two signatures will be required for
disbursements in excess of $10,000.00, one signature of each duly authorized
representative of the CDA and UNISTAR. Amounts less than $10,000.00 can be paid
with one signature of the Contract Manager so long as said disbursement is in
accordance with a previously approved budget as set forth herein.
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ARTICLE 6. Responsibilities
CDA hereby retains and engages UNISTAR to finance, assist in the
development, and provide management of the NIL.
6.1. Maintenance And Improvement of Facilities
6.1.1 The Lottery Games shall be conducted from the
Reservation Operation Center. The Reservation Operation Center shall
provide adequate, operational and office space for UNISTAR to conduct
business. Development and construction costs of the Reservation
Operation Center shall be funded by UNISTAR. UNISTAR shall employ all
reasonable measures for managing the Reservation Operation Center in a
professional, safe, orderly, and attractive manner. The maintenance of
the Reservation Operation Center will be at the expense of the NIL.
6.1.2 Day to day maintenance will be conducted by a qualified
maintenance staff supervised under the authority of UNISTAR.
6.1.3 UNISTAR intends to use state of the art facilities in
the daily operation of the NIL. Capital improvements shall be itemized
in the annual budget as agreed between UNISTAR and CDA.
6.1.4 CDA shall provide a mutually acceptable location where
all lottery drawings shall take place before a public audience. Said
location shall provide for public viewing of the lottery drawing and
necessary power for television operations as required. This site shall
also contain a secure location in which lottery drawing equipment may
be stored. The Contract Manager shall be responsible for securing and
safeguarding that portion of the premises related to NIL operations.
Maintenance of lottery drawing equipment will be provided by the
Contract Manager. Improvements, including equipment upgrades, shall be
provided as new technology requires provided however, that any upgrades
or capital improvements to the UNISTAR communications system network
shall be done at UNISTAR's expense.
6.2 Operational Capital
6.2.1 UNISTAR agrees to invest not less than $12,500,000 to
launch the NIL. Of such sum invested (per Article 6.2.3) the
approximate amount of $8,500,000 shall constitute operating capital, as
more fully set forth in the proforma attached hereto and a minimum of
an additional $4,000,000 shall constitute an advance by UNISTAR to the
NIL to secure the initial jackpot. The entire investment shall be
non-reimbursable except for the $4,000,000 advanced to the NIL jackpot
reserve account. The $4,000,000 will be returned to UNISTAR solely from
NIL net revenue in five (5) equal annual installments without interest
during the term of the Contract. These installments will be paid
seventy (70%) percent by CDA and thirty (30%) by UNISTAR from their
respective shares of net revenue. CDA shall have no obligation to repay
the $4,000,000 advanced to the NIL jackpot reserve account (or any
portion thereof) if net revenue is insufficient to return such amount
to UNISTAR. However, the guaranteed payment of $25,000.00 to CDA will
have priority over the return of the jackpot reserve.
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6.2.2 Initial start-up costs and capital purchases will be
specified in the development budget. The development budget shall be
approved by both CDA and UNISTAR before it shall be effective for any
purpose. No modifications to the development budget shall occur without
the written approval of both CDA and UNISTAR. No expenditures outside
the budget may be made without the written approval of the Director of
Gaming.
6.2.3 Within 14 Days of written request from the CDA to
UNISTAR after the occurrence of. (a) written approval by the NIGC of
the Management Agreement, and (b) upon CDA's approval of the background
investigations of the principles of UNISTAR, UNISTAR shall provide CDA
a guaranty in form and substance acceptable to the Director of Gaming
that $12,500,000 will be funded to the NIL in accordance with the
development budget as set forth in paragraph 6.2.2. Upon acceptance by
the Director of Gaming in writing of the guaranty, UNISTAR will
immediately fund the NIL the first two (2) months requirements under
said budget. Thereafter each and every thirty (30) days UNISTAR will
fund the next month's requirement under the development budget.
6.2.4 Funds which have not been expended as provided for under
6.2.2 or 6.2.3 shall be transferred to the jackpot reserve account as
an increase in such account and that such transferred funds shall not
be subject to repayment as set out in 6.2.1.
6.3. Operating Days and Hours
Except as may otherwise be mutually agreed in writing by the parties
hereto and absent any technical difficulties on the part of UNISTAR, the games
will be conducted at the Reservation Operation Center; twenty-four (24) hours
per day, seven (7) days per week, three hundred and sixty five (365) days per
year. In addition, lottery drawings shall be conducted at a time mutually agreed
upon by CDA and UNISTAR.
6.4. Hiring, Firing, Training, And Promoting
6.4.1 It is a formalized policy of the CDA to create and
provide meaningful employment for its members. In accordance with
established Tribal policy, the NIL through its contracted manager,
UNISTAR, will have exclusive authority for any and all employment and
personnel matters. Every attempt will be made to give first preference
to qualified members of the Coeur d'Alene Tribe for recruitment,
training, employment and promotions into management and supervisory
positions. A uniform employee wage classification system shall be
developed in accordance with the accepted industry standard for
employee pay. Its subsequent implementation will be subject to CDA and
UNISTAR approval.
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6.4.2 CDA shall provide names of qualified applicants and
coordinate their employee interviews with the NIL's Contract Manager
who shall review all Tribal recommendations for employment interviews
with the NIL. UNISTAR shall make final employment decisions on all
employees under the NIL. All management and supervisory employees, as
required, shall be licensed by the CDA Gaming Board in accordance with
the Compact and Tribal Gaming Code.
6.5. Books and Records
6.5.1 The Contract Manager shall prepare and maintain full and
accurate books and records on all accounts at its office on the
Reservation. These books and records shall be prepared and maintained
in such a manner to allow for the preparation by the Contract Manager
of financial statements in accordance with GAAP. To the extent any
provisions of this Management Agreement are inconsistent with GAAP,
GAAP shall supersede those provisions.
6.5.2 CDA shall at all times have full and complete access to
all Contract Manager's books and records relating to NIL operations all
of which shall be kept on the Reservation at all times and shall not be
removed by the Contract Manager.
6.6. Financial Statements And Reports
The Contract Manager will be responsible for preparing all financial
statements and financial reports including, but not limited to, quarterly
reviews, reconciliations, and disbursements of funds for all NIL operations. The
Contract Manager shall provide the Director of the Gaming all financial
statements and reports prepared and requested by the Director of Gaming, which
shall include daily, weekly, monthly and other reports as designated below: The
Contract Manager shall supply financial statements and reports to the Director
of Gaming within the time period listed unless the Director of Gaming; upon
specific request, allows an extension of time because of exceptional
circumstances.
6.6.1 The Daily Financial Summary shall be provided the
following work day.
6.6.2 The Weekly Financial Summary shall be provided within
one (1) week of the week in question and shall include:
.i Credit Card Revenue Summary;
.ii Prize Pool Revenue Distribution;
.iii Operating Expenses;
.iv Deferred Revenue;
.v Order Transaction Log; and
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.vi Drawing History.
6.6.3 The Lottery Drawing Report shall be provided within five
(5) work days of each drawing of the Lottery Games and shall calculate
and report the revenues of the Lottery Games for that drawing.
6.6.4 Monthly Financial statements, summaries, and reports
shall be provided no later than forty (40) days after the end of the
month in question and shall include:
.i Local bank statements - all operations accounts;
.ii National bank statements - all operations
accounts;
.iii National bank statements - all prize pool
accounts;
.iv 800 vendor monthly statements;
.v Credit card bank monthly statements - all
accounts;
.vi 900 vendor monthly statements; and
.vii Detailed expense report with variance.
6.6.5 Quarterly financial statements will be provided
forty-five (45) days following the end of the quarter.
6.6.6 Annual financial statements and the External Audit shall
be provided one hundred twenty (120) days following the end of the
year.
6.7. Auditor Selection and Payment
6.7.1 CDA and UNISTAR shall confer and mutually agree upon the
selection of internal auditors to conduct quarterly audits of NIL
financial transactions, which audits will include a complete review of
all NIL financial records. Any reported discrepancies will be
reconciled by the Contract Manager prior to the issuance of the
Internal Audit described in 6.6.5 above provided that the Director of
Gaming shall be provided a report of all such adjusting entries and
reconciliations. The internal auditors will be responsible for the
certification of the capital investment accounts, and including
construction/development installment payments, and calculation of the
net revenue split resulting in the Contract Manager's management fee
payment. The cost of these internal auditing services shall be an
operating expense of NIL.
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6.7.2 An external national CPA firm selected by CDA shall be
engaged to conduct an independent annual audit of the Games and the
financial statements, and to perform a Management Information Systems
(MIS) audit to provide an extra check and balance for Game integrity.
Such firm shall provide its findings to the CDA and UNISTAR. The cost
of these services shall be an operating expense of NIL.
6.7.3 CDA and UNISTAR shall also mutually agree on the
selection of legal counsel to represent NIL which shall be a NIL
operating expense. To the extent that such mutually agreed upon legal
counsel is other than the CDA Tribe's general legal counsel, all costs
and fees incurred by CDA for work performed by its general legal
counsel relating to the NIL shall also be a NIL operating expense.
UNISTAR retains the right to employ separate legal counsel to represent
its individual interests at its own expense. CDA and UNISTAR shall
mutually agree upon local banks, national banks and credit card banks
to be utilized by the NIL.
6.8. Security
6.8.1 This section shall constitute the security plan pursuant
to the requirements of Article 6.4.
6.8.2 UNISTAR shall hire and supervise security personnel
pursuant to the requirements of Article 6.4.
6.8.3 Participation
i. No person who is less than eighteen (18) years of
age may purchase a lottery ticket, however, this shall not
prohibit the purchase of a lottery ticket for the purpose of
making a gift to a minor.
ii. No officer or employee of NIL or the Contract
Manager or any relative living in the same household with such
officer or employee may purchase a lottery ticket.
iii. No officer or employee of any vendor under
contract with the NIL or Contract Manager relative living in
the same household with such officer or employee, immediate
supervisor or such officer or employee may purchase a lottery
ticket if the officer or employee is involved in the direct
provision of goods or services to NIL or Contract Manager or
has access to confidential information relating to NIL
operations.
6.8.4 The Computer System Network and system security shall
include, but not be limited to Computer System Network reliability and
system integrity. The network design shall include an environment with
redundancy, duplication capability and independence capability.
6.8.5 Backup
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The Computer System Network shall contain a backup system. Any
increased frequency of backups shall be a function of the increased
number of records in the database and degree of acceptable risk. Backup
tapes shall be removed from the host/server location and stored
separately, off-site, in a secure, fireproof environment. Backups shall
be rotated on a seven (7) day basis, providing coverage on one week's
data at any given time.
6.8.6 Detail Operation Security shall include but not be
limited to:
.i Access. Access shall be limited to
authorized retailers working in the area.
.ii Processing. Hard copy order flow, from mail
opening through order entry, batching, shipping and storage
shall be coordinated and controlled.
6.8.7 Telecommunications Tampering, Hacks, and Intruders. The
Computer System Network shall not be accessible by modem. Intruders to
the system at the workstation level shall be prevented by utilizing
network password/code assignment(s), group assignment(s), file
restriction(s), intruder lockout routines, transaction tracking and
oversight by the network supervisor.
6.8.8 Network, Database, and Software Security shall provide:
i Logging On/Passwords - limiting access to the
system to specifically designated personnel and work stations.
ii Rights security - controlling information that
various users can access in the system.
iii Attributes security - controlling what users can
do with files in the system.
iv Network server security - controlling and limiting
personnel who can perform tasks at the file server level.
v Software security - controlling and limiting
personnel who can perform tasks in the Tele-Lottery System.
vi Database integrity/security - controlling and
limiting personnel who can perform tasks in the database
system.
6.8.9 Prize Payout and Verification of Winners For all prizes
of over $599.00 the winner validation system will be instituted. Such
security measures shall be developed and implemented prior to the flat
drawing.
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6.8.10 Ticket Security
Each ticket shall be created with a unique number subject to a
coding digital during the imprint process. Tickets shall be issued in
varying series, each indelibly identified during the printing process.
6.8.11 Site Security
Access to all server/host computer and processing areas shall
be controlled by batching. In accordance with the Compact,
identification badges shall be issued by the Director of Gaming. Access
to all monitors, consoles, and work stations shall be limited by
login/password, function, and workstation. Security systems shall be
installed and at least one (1) security guard shall be on site at the
server/host computer location at all times. There shall be a guard on
site at any NIL facility when it is unoccupied. The drawing equipment
shall be secured under lock and key when not in use. The Director of
Gaming and the UNISTAR Account Executive of NIL Operations shall
control access to such equipment for weekly drawings. Each shall have a
key to one (1) of the two (2) locks securing the area in which the
drawing equipment is stored. Both keys shall be required for access.
6.8.12 Background Checks
See Article 21.
6.8.13 Lottery Drawing Procedure
All drawings of the Lottery Games shall be held on the
Reservation in public view and recorded an video tape, a copy of which
shall be retained by UNISTAR. The televised drawing procedure shall
allow for at least three (3) practice drawings to be conducted to
verify the drawing equipment prior to the scheduled drawing. Depending
on the equipment selected for drawings for the Lottery Games, a
procedure shall be agreed upon by CDA and the Contract Manager to
verify, to the greatest extent possible, that each winning number is
selected randomly. The Contract Manager shall designate one(1)of its
NIL employees to be present at every drawing for the Lottery Games.
6.9. Fire Protection
The NIL shall comply with the applicable Tribal Code. Additionally, any
computer operations site shall include a fireproof closet or vault for storage
of media and backup tapes. CDA Tribe will provide initial fire protection. CDA
will enter into a backup fire protection agreement with the appropriate fire
district. Any fees incurred for fire protection services will be NIL operational
expense,
6.10. Advertising
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6.10.1 Subject to the provisions of Article 5.4 and this
Article, the responsibility for setting the advertising budget, placing
of advertising and making advertising and marketing decisions rests
with the Contract Manager. However, no ad shall be placed without its
content first being approved by the Director of Gaming. The Contract
Manager shall, subject to allocation of funds, place advertising with
those agencies contracted with the NIL for NIL advertising and public
relation advertisements. The overall advertising/promotional theme,
ad/promo strategy, ad/promo mix and plan shall not be implemented
without the prior consent of the tribal Director of Gaming.
6.10.2 CDA and UNISTAR shall agree upon the selection of the
TV spokesperson(s) for the NIL and the selection of advertising and
public relations agencies.
6.10.3 All advertising shall advise that participants must
be at least eighteen (18) years of
age.
6.11. Bills And Expenses
6.11.1 The Contract Manager shall prepare an operating budget
and present it to the Coeur d'Alene Tribe for approval prior to start
up and annually at least thirty (30) days prior to start of the new
fiscal year. No modifications to the budget shall occur without Coeur
d'Alene Tribe approval and no expenditures outside the budget may occur
without the approval of the Director of Gaming. Any and all expenses of
the NIL may be reviewed by the Director of Gaming and denied as an
operating expense charge of NIL. UNISTAR shall be responsible for all
expenditures from the NIL operations account and the Prize Pool
Account. The Coeur d'Alene Tribe shall be solely responsible for
expenditures from the guaranteed Tribal Payment Account.
6.11.2. Taxes As a tribal government enterprise, no tribal tax
or other charge shall be imposed upon UNISTAR, upon NIL operations, or
upon any assets used in association with the NIL. CDA shall grant a
waiver to UNISTAR for any new laws, ordinances, or taxes to be enacted
by CDA, or any agency or body of CDA, during the term of this Contract
or any extensions hereof, which would have an adverse effect on UNISTAR
revenues, expenses, or the conditions under which UNISTAR manages NIL
operations. Adverse effect shall be deemed to include any laws or
ordinances enacted by CDA which either prevents UNISTAR from carrying
out the terms of this Contract or impose taxes on activities
contemplated hereunder. Any federal law or federal tax that imposes a
tax on the Contract Manager's share of net revenues, shall be the
responsibility of the Contract Manager. Nothing in this section shall
be deemed to limit or restrict CDA's gaming regulatory authority.
6.12. Employment Practices The NIL will adopt Tribal preference
provisions in all employment practices. The NIL through its Contract Manager
will develop Employment Policies and Procedures Manuals including grievance and
hearing procedures, a uniform employee classification wage scale system. UNISTAR
shall develop training manuals to ensure that Tribal members are trained to be
the best extent possible for all management positions. UNISTAR, as the Contract
Manager has exclusive management/supervisory authority over all NIL employees.
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6.13. Insurance
6.13.1 The Contract Manager shall secure and maintain public
liability, bonding and full property loss and damage insurance on all
operations. The exact nature and extent of such coverage shall be
agreed upon by the parties. Both CDA and UNISTAR shall be named as the
insured in all policies. The costs of said coverage shall be part of
the cost of NIL operations. In the event any portions of the NIL
facilities are destroyed, the insurance proceeds shall be used to
reconstruct the facilities and commence operations.
6.11.2 CDA and UNISTAR shall mutually indemnify and hold each
other free and harmless from and against all liabilities resulting
directly or indirectly from the management and operation of the NIL,
provided that said liabilities, injury, or death does not result from
the willful misconduct, negligent act or omission of both parties or
its members.
6.14. Internal Revenue (IRS) Code Compliance
6.14.1 It shall be the responsibility of UNISTAR to insure
that NIL complies with all the provisions of the Internal Revenue Code
of 1986, as amended, (including but not limited to (delta)1441,
(delta)3402(q), (delta)6041, (delta)6051, and Chapter 35 of said Code).
6.14.2 IRS requires that twenty-eight percent (28%) of
winnings of any single prize/jackpot of five thousand dollars ($5,000)
or more must be withheld. UNISTAR shall require customer service
personnel to acquire the social security number of such winning
players. The computer system shall include a database of these winners
and their social security numbers. This data shall be batched in the
medium requested by the IRS. Funds dedicated to this purpose shall be
identified by system software and amounts required shall be deposited
from the Prize Pool Account into the IRS Withholding Account after each
lottery drawing.
6.15. Public Safety
The Contract Manager of the NIL shall pay all costs of any increased
public safety services necessary for NIL operations. Such public safety services
costs shall be treated as a NIL operating expense.
6.16. NEPA Compliance CDA shall provide the National Indian Gaming
Commission (NIGC) with all information necessary for the Commission to determine
compliance with the National Environmental Policy Act (NEPA).
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6.17. Tribal Lottery Coordinator (TLC) The TLC shall carry out all
duties assigned by the Director of Gaming, including any internal audit
functions assigned. The Director of Gaming shall set the TLC's salary which
shall be paid as a NIL operating expense.
ARTICLE 7. Accounting
7.1 Accounting and Banking Procedures
7.1.1 Fiduciary Entity. Accounting. and Books of Account CDA
and UNISTAR shall agree upon the selection of fiduciary entities to
control and distribute revenues to accounts according to the
predetermined percentages as provided in this Agreement. Said fiduciary
entities may be a national bank, financial institution, accounting
firm, or combination of these entities.
7.1.2 Banking, Account Allocation CDA and UNISTAR shall agree
on all banks for the deposit and maintenance of revenue and shall
establish seven (7) categories of accounts. Fifty Percent (50%) of
gross revenue shall be deposited into the Prize Pool Account, unless
CDA and UNISTAR agree to change the allocation to the Prize Pool
Account. Separate allocation accounts shall be established, including,
but not limited to, those noted below:
.i Prize Pool Account
.ii Guaranteed Tribal Payment Account
.iii CDA Tribal Reserve Account
.iv UNISTAR investor/Management Fee Account
.v Operations Account (based on an annual
approved budget)
.vi Unclaimed Prize Account
.vii IRS Withholding Account
.Viii Charge Back Revenue Account
7.1.3 Prize Pool Accounts Fifty percent (50%) of gross
revenues shall be deposited to the Prize Pool Account. Expenses for the
Prize Pool Account shall, as required, include, but not be limited to:
prize payout to winners, IRS withholding account, and payments of
rollover funds returned to the jackpot according to game procedures as
mutually agreed upon by CDA and UNISTAR.
7.1.4 IRS Withholding Account
An IRS Withholding Account shall be established in which the
amounts withheld are from the amounts won, and deposits from prize pool
revenues shall be deposited according to prize payout, as determined by
the weekly Prize Pool Revenue Distribution Report. The funds deposited
in the IRS Withholding Account shall be paid to the IRS as required,
and winners in whose name the amounts were withheld shall be identified
by NIL to the IRS in accordance with the database of social security
numbers maintained as provided in Article 6.14.2.
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7.1.5 Charge Back Revenue Account
A Charge Back Revenue Account shall be established in which
2.5% of each transaction amount shall be deposited for purposes of
reimbursement of customer credit card claims. Reimbursement shall occur
within one hundred twenty (120) days of the customer invoice date if
the claim is confirmed. All claims shall be reconciled in the External
Audit and monies remaining in the Charge Back Revenue Account shall be
disbursed in accordance with Article 13.
7.1.6 The Chairman of the Tribal Council of CDA or his
designee and the UNISTAR Account Executive of NIL Operation shall each
sign each winner's check and such signatures shall be supplied for
imprinting on these checks. Such checks shall be debited weekly against
the Prize Pool Account.
7.1.7 Subject to agreement by UNISTAR and CDA on the annual
approved budget UNISTAR shall issue all checks from the Operations
Account. Access to all accounts shall be limited by customary
protective procedures, including the requirement of dual signatures
subject to the approvals described in this Management Agreement.
Accounting shall be on an accrual basis in accordance with GAAP.
7.2. Accounting Controls
7.2.1 All money instrument proceeds from NIL operation shall
be transferred (swept) by electronic fund transfer to fiduciary entity
accounts immediately upon daily termination of business. Adequate
security shall be provided in transmitting funds to such fiduciary
entity. UNISTAR shall provide CDA with Daily Financial Summary revenue
activity reports as described in Article 6.6.1, which shall list all
revenue flow activity by time, batch, job number, dollar amount and
source. An internal financial procedures control manual will be
established by UNISTAR and the internal CPA firm and will identify all
the checks and balances to safeguard against waste, theft and fraud.
7.2.2 Under no circumstances shall the Contract Manager pay
expenses which are not within the approved budget or not connected with
NIL operations and the Lottery Games as specified in this Management
Agreement unless it has received prior written approval of the Director
of Gaming, which shall not be unreasonably withheld or delayed. The
Director of Gaming shall have authority to review any and all expenses
and deny such charge to NIL if deemed appropriate.
7.2.3 No other expenses other than those specified in this
Agreement can be claimed by UNISTAR. Should extenuating circumstances
cause additional expenses, no payment can be made without prior written
authorization of the CDA and UNISTAR and the approval of the Chairman
of the NIGC.
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7.2.4 The CDA Tribe will be responsible for the expense
incurred by the Gaming Board. The internal governmental operations of
the Tribe, and any and all expenses incurred by the Tribe for the
regulation and promulgation of gaming will be provided for by the
guaranteed payments to the Tribe by the Contract Manager.
7.3. Financial Statements
The Internal auditors and external CPA firms shall prepare quarterly
and annual financial statements in support of the annual audit report due each
year. These results shall be made available to CDA and UNISTAR in accordance
with Article 6.6. The accounting firm shall report any discrepancies and provide
a report of any differences in the account allocations, providing for the
appropriate reconciliation of differences. After accounts have been reconciled
the CPA firm will certify the correct balances. The certified report will serve
as the basis for the net revenue calculation and subsequent quarterly
disbursement.
7.4. Audits
As provided in Article 6.7 an annual audit of all accounting records
shall be conducted by a national accounting firm.
7.5. No Class II Annual Gaming Fee
The gaming conducted under this Agreement is Class III gaming, not
Class 11. Consequently, the Class 11 annual fee pursuant to 25 CFR 514.1 is not
applicable.
7.6. Permit The Calculation Of The Manager Fee
7.6.1 As Contract Manager, UNISTAR shall receive a fee of
thirty percent (30%@ of the net revenue of the NIL for the 5 year term
of this Contract. As owner CDA shall receive seventy percent (70%) of
the net revenue of the NIL for the term of this Contract. Such amounts
shall be paid quarterly or as otherwise agreed upon by the UNISTAR and
CDA.
7.7. Allocation of Operating Expenses: The operating expenses
of the NIL shall include but not be
limited to the following:
Overhead Expenses:
* Salaries/Commissions/Benefits
* Insurance
* Utilities
* Advertising/Promotions
* Legal/Accounting/Building Maintenance
* Supplies
* Interest Expense
<PAGE>
* Service Contract Expense
* Office Equipment Rental Expense
* Depreciation and Amortization
* Retailer Commission
* Contingency
* Other GAAP defined expenses
7.8 Maintenance of Accounting Systems and Procedures Consistent with
the foregoing, UNISTAR shall establish and maintain accounting systems and
procedures in accordance with 25 C.F.R. 531.1(c) which (a) include an adequate
system of internal accounting controls, (b) are ready to audit, (c) permit the
calculation and payment of the Contract Manager's Fee, and (d) provide for the
allocation of shared activity expenses all in accordance with GAAP.
ARTICLE 8. Reporting and Confidentiality
8.1 Reporting
UNISTAR shall provide CDA such reports in accordance with Article 6.6.
This requirement is satisfied by the reporting procedures set out in Article
6.6.
8.2 Confidentiality
All financial information, reports, proprietary concepts, ideas, plans,
methods, data, developments, inventions or other information developed during
the tenure of this contract regarding the NIL operations shall be deemed
confidential and proprietary information of the CDA and shall be protected from
third party or public disclosure without the express written approval of the
CDA. In the event any person, entity, or government requests confidential
information described in this Article, by judicial process or otherwise, UNISTAR
shall immediately notify CDA and provide copies of all such requests to CDA,
provided, however that no such information will be provided without CDA
approval.
ARTICLE 9. Access
UNISTAR and NIL shall provide CDA immediate access upon request to the
gaming operation including its books and records. This shall include the right
to verify daily gross revenues and income from the gaming operation and access
to any other gaming related information the Tribe deems appropriate. The
Director of Gaming, or his designees shall examine and/or monitor the physical
receipts, deposits of all gross receipts, accounting, and any other element of
the NIL operation to assure compliance with the Gaming Code, Compact and this
Contract.
ARTICLE 10. Guaranteed Payment
10.1.1. UNISTAR shall provide a guaranteed payment to CDA in a sum
certain of twenty-five thousand dollars ($25,000.00) per month. This payment is
<PAGE>
due on the first month of operations, and monthly thereafter, by the 5th day of
the month and shall be deducted from CDA's share of net revenue or future net
revenue allocation. The guaranteed payment(s) shall have preference over the
retirement of development and construction costs.
ARTICLE 11. Development and Construction
A Reservation Operation Center suitable for conducting all elements of
the Lottery Games shall be constructed on the Reservation by NIL on an
accessible road network with utility hook-ups. This Reservation Operation Center
shall be constructed in compliance with industry standards for computer
operations, including environmental controls, backup electrical power,
uninterruptible, continuous power protection, virus protection, and security.
Total construction and development costs shall not exceed seven hundred fifty
thousand dollars ($750,000.00) unless the budget is modified and approved in
accordance with 5.4 and 6.2.2. In addition, UNISTAR shall furnish a
telecommunications system in support of the Lottery Games.
ARTICLE 12. Term & Exclusivity
12. 1.1 The term of this Contract shall be for FIVE (5) YEARS from the
date gaming activities under this Agreement begin, unless extended for an
additional two (2) years with the formal approval of the Chairman of the NIGC.
12.1.2 At any time during the fourth year of this Contract, CDA must
notify UNISTAR in writing of its intent whether or not to extend this contract
as allowed in 12.1.3 upon the expiration of this Contract. Failure to so notify
in writing shall be deemed to be a decision by CDA to extend the Contract,
provided that such extension shall only become effective if approved by the
Chairman of the NIGC upon a future request by the Tribe and UNISTAR.
12.1.3 Extension of Contract
CDA may extend the terms of this contract with UNISTAR for a period of
two (2) years, but at a management fee of not more than thirty percent (30%) of
net revenue in the second term. The parties acknowledge that the actual
percentage of the management fee for any extended term is subject to the
approval of the Chairman of the NIGC at the time the request for extended term
is sought.
ARTICLE 13. Compensation
13.1.1 CDA shall receive seventy percent (70%) of the Net Revenue
from NIL operations for the first
FIVE (5) YEARS of the Contract.
13.1.2 UNISTAR shall receive thirty percent (30%) of the Net
Revenue from NIL operations for the first
FIVE (5) YEARS of the Contract.
ARTICLE 14. Modification and Termination
<PAGE>
14. 1. Modification
The parties agree to modify this contract as may be required for
approval by the Chairman of the National Indian Gaming Commission (Chairman).
Once approved by the Chairman this contract may be modified only with the
consent of CDA and UNISTAR and approval of the modifications by the Chairman.
14.2.1 Termination CDA may terminate this Agreement in the
event that UNISTAR commits, or knowingly allows any theft or
embezzlement. Either party may terminate this Contract if the other
commits, or allows to be committed, any material breach of this
Contract. A material breach of this Contract shall include, but not be
limited to, failure of either parry to perform any duty or obligation
on its part for any twenty (20) consecutive days within the 365 day
period. Neither party may terminate this Contract on grounds of
material breach unless it has provided written notice to the other
party and the defaulting party fails to cure, or take steps to
substantially cure, the default within twenty (20) days of receipt of
such notice. The timely discontinuance or correction of the material
breach shall constitute a cure thereof.
14.2.2 In the event of termination due to the fault of
UNISTAR, CDA shall be paid all sums owed to CDA as of the date of the
termination, and UNISTAR shall indemnify CDA for any damages resulting
from the breach of UNISTAR. If CDA is at fault UNISTAR and CDA shall
retain all moneys paid to them and UNISTAR shall be compensated for
equipment and start-up costs not related to UNISTAR's Computer System
Network to the extent that funds are available in NIL and such costs
have not previously been paid. Any funds remaining in NIL shall be
divided in accordance with the net revenue distribution provisions of
this Contract.
14.2.3 It is the understanding and the intent of the parties
that the establishment and operation of the NIL complies with all
applicable laws. In the event this Contract is determined by a court of
competent jurisdiction to no longer be lawful, the obligations of the
parties shall cease, and this Contract shall be null and void. CDA and
UNISTAR shall execute the appropriate releases, holding CDA harmless
and indemnifying CDA for any and all claims, notices, demands,
liability, liens, mechanic liens, stop notices, and similar
contingencies which may follow such termination.
14.2.4 Termination of this Contract shall not require the
approval of the Chairman of the National Indian Gaming Commission.
ARTICLE 15. Dispute Resolution
15.1 Disputes between Management Contractor and Customers Good
relations with the customers is of utmost importance to Management Contractor.
All disputes between customers and UNISTAR will be resolved by the UNISTAR
Account Executive of NIL Operation or his designees after affording the
aggrieved customer an opportunity to be heard and consultation with the Director
of Gaming.
<PAGE>
15.2 Disputes between Management Contractor and the Coeur d'Alene
Tribe
15.2.1 In the event of a dispute with regard to the
interpretation of this Contract, or with respect to any consent or
approval required by either party wherein it is stated that such
approval shall not be unreasonably withheld, the matter shall be
referred to arbitration conducted in accordance with the Rules of the
American Arbitration Association, 135 W. 51st Street, New York City,
New York 10020. The Arbitration shall take place on the Reservation in
the State of Idaho. The decision of the arbitrator shall be enforced
the same as a decree of a court having competent jurisdiction.
15.2.2 If this Contract is referred to arbitration by the
parties, arbitration costs shall be borne equally by the parties;
provided, however, the arbitrators shall have the authority to assess
such costs disproportionately or assess all costs to one party if
arbitration is required because of unreasonableness or bad faith on the
part of such party. Should any party refuse arbitration, any
controversy or claim resulting in litigation including, but not limited
to, an action to compel arbitration and such litigation results in a
judgment against the party refusing to arbitrate, such refusing party
shall be liable and obligated to pay all costs of such litigation,
including reasonable attorney fees and costs of trial and appeal.
15.2.3 This Contract does not constitute, nor should it be
construed as a waiver of sovereign immunity of the Coeur d'Alene Tribe,
except as necessary to interpret this Contract and enforce an
arbitration decision as provided in this Article. Any claim for money
damages against CDA shall be limited to and payable only from CDA's
share of the net revenue from NIL operations and UNISTAR's unrecovered
capital investment.
15.3 Disputes Between Management Contractor and the Gaming Operation
Employees Good relations with the employees is essential to an efficient
operation of NIL. Disputes between UNISTAR and gaming operations employees will
be resolved through a grievance procedure established in the Employment Policies
and Procedures Manual, which shall afford the employees notice and an
opportunity to be heard.
ARTICLE 16. Assignment and Subcontracting
16.1 This Contract may not be assigned without the written consent of
the other party, which consent shall not be unreasonably withheld, and no
assignment of this Contract shall be valid without the written approval of the
Chairman of the NIGC. All proposed assignments shall include information
regarding shareholders, directors, officers, investors and management personnel,
as required by the Compact or the NIGC for the purpose of performing background
checks.
16.2 CDA and UNISTAR agree that UNISTAR may engage subcontractors to
supply certain necessary services in connection with the efficient operation and
security of the NIL, and each agreement to be entered into with any
<PAGE>
subcontractor shall provide, among other items, that the agreement will be
subject to the operative provisions of IGRA and the rules of the NIGC, and shall
be approved by the Director of Gaming. Neither UNISTAR nor any of its officers,
directors or shareholders shall have any financial interest in or receive any
compensation from any subcontractor engaged by UNISTAR.
ARTICLE 17. Ownership Interests
CDA is the sole owner of the NIL. Upon termination of this Contract,
all equipment, Reservation facilities, mailing lists or other assets developed
or purchased with NIL proceeds shall become the sole property of CDA. UNISTAR
shall retain ownership of its unique Tele-Lottery Enterprise concept and related
software programs. Any change or changes which separately or cumulatively result
in a change of five percent (5%) or more in the ownership of UNISTAR shall
require the advance written approval of the CDA, which approval shall not be
unreasonably withheld. At no time shall UNISTAR acquire any ownership in any
real property or lottery games owned by the CDA. Coeur d'Alene shall have the
right, subject to NIGC requirements and approvals to continue using the UNISTAR
Computer System Network after termination of the Management Agreement (whether
after five (5) years or seven (7) years for an indefinite period, provided than
an annual royalty payment be made to UNISTAR in a percentage of net revenue for
use of the system to be mutually agreed upon by UNISTAR and CDA and approved by
the Chairman of NIGC of not more than five percent (5%). Should CDA elect not to
utilize the UNISTAR Computer System Network at the expiration of the initial or
extended term of this contract, or during the royalty payment period, CDA shall
give UNISTAR six (6) months notice thereof wherein UNISTAR shall make every
effort to accommodate the design and development of a new NIL system that may
operate parallel to the UNISTAR system during transition.
ARTICLE 18. No Conveyances or Transfers
This Contract is not a lease and does not convey any interest in land
or other real property.
ARTICLE 19. Entire Contract
This Contract, constitutes the entire agreement. There are no other
understandings between the parties other than those contained herein. The
parties expressly reserve all rights not granted, recognized, or settled by this
Contract.
ARTICLE 20. Conflict of Interest
20.1 No member of the Coeur d'Alene Tribal Council or Coeur d'Alene
Tribal Charitable Gaming Board, nor any spouse or other with whom they are
living in a similar way, may be employed by UNISTAR nor may they hold any
financial interest in UNISTAR.
20.2 No payment or other value has been or will be offered by UNISTAR
or any employee or agent of UNISTAR, to any member of the Tribal government of
<PAGE>
CDA, to any relative of any Tribal official, or to any Tribal government
employee, for the purpose of obtaining any special privilege, gain, advantage,
or consideration for UNISTAR in this Contract.
20.3 UNISTAR shall not directly or indirectly interfere with, become
involved in, or attempt to influence, the internal affairs of CDA. Any attempt
by UNISTAR, its officers, agents, or employees, to influence any member of CDA
to circulate or vote on any initiative or recall petition shall constitute an
interference in Tribal affairs and shall be grounds for termination of this
Contract as provided in Article 14.
20.4 UNISTAR shall devote its best efforts to the fulfillment of its
duties in this Contract. UNISTAR agrees that during the term of this Contract,
neither UNISTAR nor any person or entity having any substantial ownership or
controlling interest in UNISTAR, shall be engaged directly or indirectly in any
form, fashion, or manner, as partner, officer, director, stockholder,
shareholder, investor, advisor, or in any other form or capacity, in any lottery
similar to the one described herein, without the written approval of CDA. CDA
agrees to allow UNISTAR the exclusive right to manage the NIL during the term
and any authorized extension of this Contract.
ARTICLE 21. Background Investigations
Background investigations shall be conducted in accordance with Article
10 of the Compact and the Management Contract Requirements and Procedures under
IGRA; 25 C.F.R., 502.17, 502.18, 502.19 and 537. All individuals handling money
instruments shall be bonded prior to working for the NIL.
ARTICLE 22. Approval
22.1 The signatures below constitute approval of the terms of this
document.
22.2 This contract shall be considered fully executed within the
meaning of 25 CFR 533.2 only after the Coeur d'Alene Tribal Council has reviewed
and given its final approval by Resolution to the required background
investigations and to this Management Agreement.
22.3 Prior to submission of this Contract to the National Indian Gaming
Commission (NIGC) for approval, UNISTAR shall submit to CDA, a detailed Business
Plan for management of the NIL. The Business Plan shall include, but not be
limited to the following mandatory elements: goals, objectives, financial plans,
and related matters.
22.4 UNISTAR certifies that it has provided CDA with a complete list of
all names, addresses, telephone numbers, occupations, social security numbers,
and background check information required by 25 CFR 537.1 regarding all persons
and entities as set out in 25 CFR 502.17, 502.18 or 502.19 including, but not
limited to:
<PAGE>
.1 All of UNISTAR management level personnel, corporate
officers and directors.
.2 All persons owning a beneficial interest in UNISTAR and in
any corporations holding such interests, whether direct or indirect.
.3 All persons who shall be directly or indirectly
investors of NIL.
.4 Those persons who shall sign the Contract on behalf
of UNISTAR.
.5 All employees who shall have day-to-day
responsibilities for NIL.
22.5 UNISTAR shall pay the cost of all background
investigations and all fees required by 25 CFR 537.3.
22.6 UNISTAR warrants that every person whose name will appear
on the list is of good moral character, never convicted of any felony,
nor any misdemeanor involving moral turpitude. The list shall be
updated by UNISTAR on a monthly basis.
22.7 This Contract shall be submitted to the NIGC for its
review and approval immediately upon final approval by CDA Council
Resolution and signing. The parties agree to make any changes requested
by the Commission.
ARTICLE 23. Duplicate Originals
This Contract is being executed in eight (8) duplicate originals, one
to be retained by NIGC, three (3) to be retained by UNISTAR, and four (4) to be
retained by CDA. All are equally valid.
ARTICLE 24. Notices
Any notice required to be given pursuant to this Contract shall be
delivered by certified mail, return receipt requested, delivery prepaid, and
addressed to:
CDA: Ernest L. Stensgar, Chairman
Coeur d'Alene Tribe Tribal Headquarters
Plummer, Idaho 83851
UNISTAR: Jim Spencer
Unistar Entertainment, Inc.
6000 Greenwood Plaza Boulevard, Suite 202
Englewood, Colorado 80111
ARTICLE 25. Effective Date
<PAGE>
This Contract shall not be effective unless and until it is approved by
the Chairman of the National Indian Gaming Commission, dates of the signatures
of the parties notwithstanding. Provided however, that the five (5) year term of
this Contract shall not begin to run until the gaming authorized by this
Contract has actually begun.
COEUR D'ALENE TRIBE
DATED: 1/16/95
BY: Ernest L. Stensgar, Chairman
Coeur d'Alene Tribe
Tribal Headquarters
Plummer, Idaho 83851
Attested Hereto: Marjorie E. Zarate Secretary