MEMORANDUM OF UNDERSTANDING (2006)

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding ("MOU") is made this 29th day of November,

2006, by and between the Northshore Fire Protection District ("NFPD") and the

Habematolel Porno of Upper Lake ("Tribe"). (The capitalized terms used in this MOU

shall have the meanings set forth in Section 1 below).

RECITALS

WHEREAS, the Tribe is a landless Indian tribe restored to federal recognition

and, as part of the Tribe's restoration, the Tribe has acquired the Property and is

requesting that the Secretary accept title to the Property in trust for the benefit of the

Tribe; and

WHEREAS, after the Trust Acquisition Date, the Tribe intends to use the Trust

Property for the development of the Project; and

WHEREAS, the Tribe and NFPD have been working closely to determine what

off-reservation impacts the Project would have on the NFPD, and have been assessing

how to resolve such impacts with the NFPD, and where necessary, assess the appropriate

level of funding the NFPD would need to off-set any such potential impacts; and

WHEREAS, the Tribe desires to promote and provide a clean and safe

environment for visiting patrons to the Facility by ensuring adequate response by fire and

medical response services; and

WHEREAS, although not legally required to do so, the Tribe nevertheless desires

to make voluntary contributions to the NFPD to help mitigate any potential impacts of the

Project on the cost of operations of the NFPD; and

WHEREAS, the Tribe and the NFPD acknowledge that the contributions to be

made by the Tribe to the NFPD pursuant to this MOU are voluntary contributions by the

Tribe to the NFPD and are not intended to be, and do not constitute, a tax, fee, charge or

assessment by the NFPD to the Tribe, and, but for this MOU, the NFPD would not

receive such contributions from the Tribe; and

WHEREAS, based on the Tribe's investigation as of the date of this MOU, the

Tribe currently understands that it would be able to consummate the Trust Acquisition

and develop the Project if the County and/or NFPD does not issue any lease, permit,

license, certificate or other entitlement for use relating to the Trust Acquisition, the

Federal and State Actions or the Project; and

WHEREAS, by approving, executing, delivering and implementing this MOU,

the NFPD does not intend to commit itself to support, or to otherwise exercise

discretionary judgment over, the Trust Acquisition, the Federal and State Actions or the

Project; and

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WHEREAS, the Trust Acquisition, the Federal and State Actions and the Project

are not "projects" of the County within the meaning of CEQA and are not subject to the

discretionary approval of the County or NFPD; and

WHEREAS, the NFPD does not have legal authority to deliberate on, approve,

disapprove, or otherwise exercise judgment regarding the Project; and

WHEREAS, the NFPD is therefore not deliberating on, approving, supporting,

disapproving or otherwise exercising judgment regarding the Project by approving,

executing, delivering and implementing this MOU; and

WHEREAS, the Tribe is not legally required to enter into this MOU in order to

consummate the Trust Acquisition and the Federal and State Actions or to develop the

Project; and

WHEREAS, the NFPD and the Tribe desire to establish a cooperative and

mutually respectful relationship and to address other issues of mutual interest to the

NFPD and the Tribe.

NOW, THEREFORE, the Parties hereby agree as follows:

I.

DEFINITIONS.

The terms not defined elsewhere in this MOU shall have the following meanings:

"MOU" means this Memorandum of Understanding, as the same may be amended

by mutual written agreement of the NFPD and the Tribe from time to time.

"County" means the County of Lake, and its Departments, agencies and

subdivisions.

"CEQA" means the California Environmental Quality Act (California Public

Resources Code § 21000 et seq.) and the guidelines promulgated under such statute, as

the same may be amended or modified from time to time.

"Executive Council" means the duly elected governing body of the Habematolel

Porno of Upper Lake.

"Facility" means any commercial building hosting the casino business of the

Tribe authorized by the IGRA and the Compact together with any other building hosting

an activity that is directly related to Gaming including specifically, any entertainment and

event venue hosting and production facility, any conference and meeting hosting facility,

lodging and hospitality services facilities located on the Trust Property, and shall include

Facility personal property, furnishings, and equipment contained therein, but not include

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any Tribally owned improvements fixtures, personal property, furnishings and equipment

other than the Facility on the Property.

"Federal and State Actions" means (i) the consummation of the Trust Acquisition,

(ii) the NIGC Approvals, (iii) the negotiation and execution of the Tribal-State Compact

by the State Governor, the ratification of the Tribal-State Compact by the State legislature

and the approval of the Tribal-State Compact by the Secretary, and (iv) the issuance or

completion by federal, state or regional public entities of approvals, permits, licenses,

certifications, opinions or consultations requested by the Tribe in connection with the

Trust Acquisition or the Project.

"IGRA" means the Indian Gaming Regulatory Act of 1988 (25 U.S.C. §§§ 2701

et seq.), and the regulations promulgated under such statute, as the same may be amended

or modified from time to time.

"NIGC" means the National Indian Gaming Commission established pursuant to

IGRA.

"NIGC Approvals" means (i) the approval by the NIGC of a Tribal Gaming

Ordinance applicable to the Property and (ii) the approval by the Chairman of the NIGC

of the Management Agreement betweenthe Tribe and Luna Gaming Upper Lake, LLC.

"NFPD" means the Northshore Fire Protection District, a California Special Fire

Protection District formed pursuant to the California Health and Safety Code and the

California Resources Code that provides emergency and fire protection services in Lake

County, California.

"Opening Date" means the date on which the Tribe commences commercial

gaming operations open to the public on the Trust Property.

"Party" means the NFPD or the Tribe.

"Parties" means the NFPD and the Tribe.

"Project" means the development by the Tribe of the Facility on the Property or

the Trust Property.

"Property" means the parcels of land which are located within the County and

which are identified by the legal description set forth on Exhibit A hereto.

"Secretary" means the Secretary of the United States Department of the Interior or

his or her representative.

"State" means the State of California.

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"Tribe" means the Habematolel Pomo of Upper Lake, California, a federally

recognized Indiantribe.

"Tribal-State Compact" means the Tribal-State Gaming Compact entered into

between the Tribe and the State pursuant to IGRA, as approved by the Secretary or

allowed to become effective by operation of law pursuant to IGRA.

"Trust Acquisition" means (i) the acquisition by the United States of trust title to

the Property for the benefit of the Tribe, and (ii) the determination by the Secretary or the

NIGC that the Trust Property is eligible for gaming pursuant to the requirements of

IGRA.

"Trust Acquisition Date" means the date on which the deed to the Property has

been conveyed to and executed by the Secretary such that (i) Trust Property is held in

trust for the benefit of the Tribe and (ii) the Secretary or the NIGC has determined that

the Trust Property is eligible for gaming pursuant to the requirements of IGRA.

"Trust Property" means, after the Trust Acquisition Date, the Property which is

held by the United States in trust for the benefit of the Tribe.

II.

MITIGATION MEASURES.

A.

General Contribution to NFPD: The NFPD and the Tribe recognize and

agree that from and after the Trust Acquisition Date, and from the

Opening Date, there will be a significant and direct impact upon the

NFPD's operations and services throughout its service area, including

among other things additional activities on or near the Trust Property

which may result in an increased need for emergency and fire services.

The effect of the Trust Acquisition and the Project also may also

significantly increase emergency and fire services off the Property and

within the County and other public entities. Therefore, in recognition of

these potential impacts and demands upon the NFPD resulting from the

Project, the Tribe agrees to do the following to comprehensively mitigate

such impacts:

1. Annual Payment to Off-Set Service Impact. The Tribe shall make an

annual payment to the NFPD in the Amount of EIGHTY THOUSAND

DOLLARS ($80,000.00) on or before January 1st each year as long as

this MOU is in effect.

2. First Payment: Notwithstanding the foregoing, the first annual

payment made by the Tribe shall be paid to the NFPD within ninety

(90) days of the Trust Acquisition Date and shall be the amount equal

to the following formula: (number of days between Trust Acquisition

Date and January 1 of the next calendar year) multiplied by ($219. 18).

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B.

Additional Fire and Safety Mitigation by Tribe:

1. Evacuation Plan. Tribe shall provide a copy of its Emergency

Evacuation Plan to the NFPD prior to commencing operations of the

Facility, and ensure any updates or modifications to the plan are

provided to NFPD upon implementation.

2. Fire Safety Features.

a.

The Facility shall be constructed in a manner consistent with

and in compliance with applicable State Building Code

Standards and will be equipped with fire sprinklers.

b.

Paved access shall be provided to the building for use by

emergency personnel. Fire hydrants will be installed within

the parking lot for use by fire fighters.

3. Spark Arrestors. Construction equipment and power tools shall be

equipped with spark arrestors, as applicable, and maintained in good

working order.

4.

Staging areas, welding areas, or

areas slated for development using spark-producing equipment shall be

cleared of dried vegetation or other materials that could serve as fire

fuel. To the extent feasible, the contractor shall keep these areas clear

of combustible materials in order to maintain a firebreak.

Storage of Combustible Materials.

5. Hazardous Materials. In order to mitigate potential impacts of

hazardous materials relating to the Facility and the surrounding

community, the Tribe agrees to adopt the following mitigation

measures:

a.

If contaminated soil or groundwater or other suspected

contamination is encountered during Facility construction,

work shall be halted in the affected area and the type and

extent of the contamination shall be determined. A qualified

professional, in consultation with appropriate regulatory

agencies, shall then develop an appropriate method to

remediate the contamination. If necessary, the Tribe shall

implement a remediation plan in conjunction with continued

Facility construction.

b.

Personnel shall follow written standard operating procedures

for filling and servicing construction equipment and vehicles.

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6. Facility Emergency Medical Employees. The Tribe shall maintain

adequate emergency medical personnel in the Facility, on the Trust

Property generally, and for special events as appropriate for the

particular event. The Tribe agrees to provide an adequate level of onsite emergency medical personnel in the Facility during all hours of

Facility operations. The emergency medical personnel shall be

adequately trained with respect to defibrillation, airway management,

patient assessment, and manipulative skills assessment.

III.

Services to be Provided by NFPD.

A. General Services. The NFPD and the Tribe recognize and agree that from

and after the Trust Acquisition Date, and from the Opening Date, there will

be a significant need for emergency and fire services provided by the NFPD

at or near the Trust Property. Therefore, in recognition of these potential

needs, the NFPD agrees to provide emergency and fire services to the Tribe

including, but not limited to:

1. Fire and Hazard Response. This service includes, but is not limited to,

responding to calls relating to fire prevention and fire suppression,

hazards, etc., which may require engine companies, fire fighting

equipment, the use, laying and connection of hoses, maneuvering of

nozzles and direct fire streams, raising and climbing ladders,

extinguishers and fire fighting hand tools.

2. Paramedic and Ambulatory Services. This aid would include, but not

limited to, responding to calls for assistance requiring immediate

medical attention or transportation to a nearby medical facility.

3. Public Service Response. This aid would include, but is not limited to,

calls related to the rescue of trapped people or animals, protection of

people which may require engine company, rescue squad, equipment

cutters, rams, spreaders, air-bags, cutting torches, shoring equipment,

lighting equipment, or generators.

4. Fire Investigation Service. This aid would include, but is not limited

to, the following: investigation of major alarm fires and other fires

mandated by NFPD policy, investigation of fires that appear to be

significant in fire prevention practices, interviewing of witnesses,

collection and preservation of evidence and comprehensive

compilation of fire/emergency report data.

5. Fire Prevention and Inspection Services. This aid would include, but

is not limited to, the following: community awareness and education

about proper safety practices and identification and elimination of

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hazardous conditions that may pose a threat to life, the environment

and property.

IV.

Indemnification.

The Tribe agrees that, to the fullest extent permissible by law and to the

extent such third party claims do not arise as a result of the NFPD's

negligence or other misconduct, the Tribe will defend, indemnify and hold

harmless the NFPD, its representatives, officers, agents, and employees,

from any and all third party claims, demands, actions, causes of action,

losses, liabilities, or costs (including reasonable attorneys' fees) for

Claims arising out of or related to the third party challenge or action taken

against the NFPD as a result of any action by the NFPD undertaken to

enter into, approve, ratify, or adopt this MOU or as a result of the Tribe's

development, construction or operation of the Facility that is in material

violation of the Tribe's obligations to the NFPD under this MOU.

Provided, however, this provision shall only apply to those causes of

action that challenges the legitimacy of this MOU, the authority of the

NFPD to enter into this MOU, or the adequacy of the mitigation identified

within this MOU, and provided further, the Tribe's total aggregate liability

pursuant to this subsection shall be a maximum of One Hundred Thousand

Dollars ($100,000.00).

For those matters where the NFPD seeks to invoke this indemnification

provision, the NFPD shall immediately notify the Tribe of any Claims

being made by any third party against the NFPD, and the Tribe shall have

the right to consultation with the NFPD, on how to handle and direct a

response to such third party Claims. Upon the NFPD tendering its defense

to the Tribe, the Tribe shall retain outside counsel to defend the NFPD in

any such matter, and the Tribe shall have the right to direct and control all

litigation, including the decision on whether to enter into a monetary

settlement. Any decision to settle on a non-monetary basis a dispute for

which the Tribe is responsible to indemnify and defend the NFPD shall be

made jointly by the Tribe and the NFPD.

Notwithstanding the above, nothing in this provision shall preclude the

NFPD from procuring other legal counsel to act as associate counsel on

behalf of the NFPD and to participate as such in any legal processes or

proceedings or to be a member of any such defense team.

The obligations of this indemnification provision shall be binding on the

parties and all successors and assigns of the Tribe and the Tribe shall so

obligate all transferees and assigns.

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V.

SUFFICIENCY OF MITIGATION.

A.

Acknowledgements. The NFPD has determined that the contribution

referenced in Section 11(A)(1), is, in the opinion of the NFPD, sufficient to

mitigate any potential non-recurring and recurring impacts of the Trust

Acquisition and the Project on the NFPD and its ability to provide

emergency and fire services within its area of operation. The Parties

intend for the contribution referenced in Section 11(A)(1) to constitute all

of the contributions which the Tribe shall make to the NFPD.

Notwithstanding the above, the NFPD and Tribe shall use their best efforts

to obtain additional funding for the NFPD from the Special Distribution

Fund pursuant to 1999 Compacts with other tribes if the NFPD is eligible

to receive such funding.

B.

Contribution Terms. The Parties acknowledge and agree that the Project

and the Tribe's contribution and other obligations as set forth in this MOU

are, and shall be, contingent upon (i) the Secretary accepting trust title to

the Trust Property, (ii) the Secretary, the NIGC or the courts determining

that the Trust Property is eligible for gaming, (iii) the occurrence of the

NIGC Approvals, (iv) the Tribe and the State entering into a Tribal-State

Compact, the ratification of such Tribal-State Compact by the State

legislature and the effectiveness of such Tribal-State Compact by approval

of the Secretary or operation of law, and (v) the occurrence of the Opening

Date. In the event the Opening Date does not occur for any reason, the

Tribe shall not be required to make any contributions to the NFPD.

Within ninety (90) days of each annual contribution, the Tribe and NFPD

shall collectively determine how best to publicly acknowledge

expenditures made with contributions provided by the Tribe to the NFPD

under this MOU and to publicly attribute such expenditures to the Tribe,

such as identifying specific areas where NFPD services have been

improved due to the Tribe's contribution, including the actual purchase of

NFPD assets. However, nothing in this section shall be construed to

require the NFPD to develop and maintain a separate accounting system of

its expenditures for the Tribe.

C.

No Other Payments. Except as is expressly set forth in Section 11(A)(1)

hereof, the Tribe shall not be required pursuant to this MOU or otherwise

to:

1. make any payments, reimbursements, contributions or investments to,

through or on behalf of the NFPD for any taxes, fees, charges, cost

reimbursements, service, fees or other assessments; or

2. pay the NFPD any other contributions or payments in mitigation of

any economic or other impacts of the Project or any other

developments on the Trust Property; or

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VI.

TERM AND TERMINATION.

A.

Effective Date. This MOU shall not become effective unless and until the

following events have occurred:

1. This MOU has been approved by the NFPD, and executed and

delivered by the NFPD; and

2. This MOU has been approved or ratified by the Tribe's Executive

Council, approved as to form by legal counsel to the Tribe, and

executed and delivered by the Tribe.

B.

Expiration Date.

1. Subject to the early termination provisions of this MOU, this MOU

shall expire on the earlier of:

a. the twentieth (20th) anniversary of the date of this MOU;

b. the date on which the Tribe permanently ceases operation of the

Project; or

c. the date of the expiration or termination of the Tribal-State

Compact.

2. Prior to the termination of this MOU, the parties will negotiate in good

faith toward a new agreement that meets the needs of the parties at that

time.

C.

Termination.

1. Termination Upon Land Going Out of Trust: In the event that the

Property is removed from trust or protected status such that the

Property is no longer held in trust by the United States of America for

the benefit of the Tribe, or otherwise would not longer constitute

Indian Country as that term is understood pursuant to federal law, or in

the event the Tribe ceases gaming operations on the Trust Property, the

provisions of this MOU would become void as of that date as to any

further obligations of the Tribe for the payment of any amounts which

would become due and payable to the NFPD after the date that the

Property is removed from trust or "Indian Country" status.

Upon the expiration or

2. Effect of Expiration or Termination

termination of this MOU, the provisions of this MOU shall be of no

further force or effect and none of the provisions of this MOU shall

survive such expiration or termination; provided, however, that the

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Tribe shall continue to make contributions pursuant to the terms of this

MOU which became due and payable prior to any expiration or

termination date.

D.

Suspension Events. If, due to Force Majeure (as hereinafter defined), an

act of God, valid business considerations, or the events listed in Section

VI(E)(1) below, or in the event the Tribe ceases gaming operations on the

Trust Property, the Parties' obligations under this MOU shall be

suspended as of the date of such suspension or termination until such time

as such operations are resumed. For the purposes of this Section, the term

"Force Majeure" shall include, without limitation, the following:

earthquake; flood; fire; other natural disasters; riots; war; or terrorism.

Nothing in this Section shall reduce the Tribe's liability for contributions

or other payments which become due and payable prior to the date such

gaming operations are suspended or terminated.

E.

Renegotiation Provision.

1. Basis for Renegotiation. Either Party may request that the other Party

renegotiate one or more of the terms of this MOU if, and only if:

a. there is a significant change that directly or indirectly relates to the

Party's expectations under this MOU;

b. the significant change materially impacts that Party; and

c. the significant change could not have been reasonably anticipated

at the time of entering into this MOU.

2. Significant Change.

limited to:

Significant changes may include, but are not

a. a change in State or federal constitutions, laws, rules or

regulations, relating to gaming on Indian lands, or ending the

prohibition on Class III gaming (as defined in IGRA) or the

operation of gaming devices by non-Indians in the State;

b. a reduction in the scope of gaming permitted on the Trust Property,

whether pursuant to a change in federal, state or local constitutions,

laws, rules or regulations, the Tribal-State Compact or otherwise;

c. the Tribal-State Compact, as amended or interpreted from time to

time, (1) does not authorize the Tribe to conduct the scope of Class

III (as defined in IGRA) gaming activities authorized by the State

1999 model Tribal-State Gaming Compact, or (2) does not

authorize the Tribe to operate at least 350 gaming devices;

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3. Renegotiation Procedures.

All requests by either Party to

renegotiate or amend this MOU shall be by written notice addressed to

the other Party and shall identify the provisions of this MOU to be

negotiated. Upon receipt of such notice, the Parties shall be obligated

to renegotiate applicable provisions of this MOU in good faith. The

Parties shall confer promptly and determine a schedule for

commencing negotiations within fifteen (15) days of receipt of notice.

The Parties are hereby authorized to designate the person or agency

responsible for conducting the negotiations, and shall execute any

documents necessary to do so. The purpose of the negotiations will be

to renegotiate the applicable provisions of this MOU in good faith so

that the Parties will retain substantially the same rights and economic

benefits in the aggregate from the Project as are contemplated as of the

date of execution of this MOU.

VII.

DISPUTE RESOLUTION PROVISIONS.

A.

Dispute Resolution. In an effort to foster good relationships, the Parties

agree to the dispute resolution procedures set forth in this Section.

B.

Meeting. The Parties shall make their best efforts to resolve claims of any

dispute specifically arising under this MOU by good faith negotiations

whenever possible. The Parties shall meet and confer in good faith to

resolve any disputes arising under the MOU or concerning its terms or

administration as follows:

1. A Party shall give the other Party, as soon as possible after the dispute

arises, written notice setting forth, with specificity, the Party's claims.

2. The Parties shall meet and confer in a good faith attempt to resolve

such dispute through negotiation not later than 10 days after receipt of

notice, unless the Parties agree in writing to an extension of time.

C.

Arbitration. If such dispute is not resolved to the satisfaction of the

Parties within thirty (30) calendar days after the first meeting, then the

Parties may seek to have the dispute resolved by arbitration in accordance

with the following procedures:

1. Upon the request of a Party in writing, the dispute shall be submitted

to binding arbitration in accordance with this Subsection.

2. The disputes to be submitted to arbitration shall be limited to disputes

specifically arising under this MOU.

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3. In the event that there is any dispute as to whether a matter is subject

to the arbitration provisions of this MOU, or any dispute concerning

the scope of the matter or matters to be arbitrated, the disagreement as

to whether the dispute is subject to the arbitration provisions of this

MOU or the scope of such arbitration shall be resolved by the courts

referenced in Section VII(D) below.

4. The arbitration shall be administered by a single arbitrator. The Tribe

and the NFPD shall jointly select the arbitrator.

5. The arbitration shall be held in Lake County, or at such other location

as shall be mutually agreed upon by the Parties.

6. The arbitration shall be administered in accordance with the

Commercial Arbitration Rules of the American Arbitration

Association utilizing the Expedited Procedures, as modified by the

provisions of this MOU.

7. The provisions of Section 1283.05 of the California Code of Civil

Procedure shall apply; provided, however, that no discovery

authorized by that section may be conducted without leave of the

arbitrator.

8. Each side shall bear its own costs, attorneys' fees, and one-half the

costs and expenses of the arbitrator.

9. Subject to the provisions of this Section, the arbitrator shall only be

empowered to grant monetary awards or damages and only to the

extent permitted in Section VII(D)(2) below.

10. The decision of the arbitrator shall be in writing and shall give reasons

for the decision.

11. The NFPD, if applicable, hereby waives any requirements of the

Government Claims Act (California Govt. Code section 810 et. seq.)

that an administrative claim be filed by the Tribe prior to any

arbitration demand.

D.

Confirmation of Decisions. Any Party to an arbitration in which an

award or decision has been made pursuant to this Section may petition the

State Superior Court for Lake County to confirm the decision. The Parties

expressly consent to be sued in such Court for the purposes of

confirmation of such an award. An award shall be confirmed of any such

decision. A decision shall be confirmed, provided that:

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1. The decision is limited to the purposes of arbitration stated in this

MOU and to matters specifically arising under this MOU.

2. No monetary award or damages may be awarded except for decisions

which require the payment of sums pursuant to breaches of obligations

of the Parties under this MOU and which are not inconsistent with the

Tribe's limited waiver of sovereign immunity as set forth in this MOU.

3. No person or entity other than the Parties is party to the action, unless

failure to join a third party would deprive the court of jurisdiction;

provided that nothing herein shall be construed to constitute a waiver

of the sovereign immunity of the Parties in respect to any such third

party.

If an award or decision is confirmed, judgment shall be entered in

conformity therewith. The judgment so entered has the same force and

effect as, and is subject to all the provisions of law relating to, a judgment

in a civil action; and may be enforced like any other judgment of the court

in which it is entered.

E.

Actions. The express waivers and consents provided for in Subsection D

hereof shall only extend to the following: civil actions specifically arising

under this MOU; civil actions to compel arbitration; civil actions to

determine whether a matter is subject to arbitration or determine the scope

of the arbitration; any arbitration proceeding as provided herein; any

action to confirm or enforce any judgment or arbitration award as

provided herein; and any appellate proceedings emanating from a matter

in which an immunity waiver has been granted. Except as stated herein or

elsewhere in this MOU, no other waivers or consents to be sued, either

express or implied, are granted by either Party.

F.

Other Dispute Resolutions. This Section may not be construed to waive,

limit, or restrict the ability of the Parties to pursue, by mutual agreement,

any other method of dispute resolution, including, but not limited to,

mediation or utilization of a technical advisor to the Parties; provided,

however, that no Party is under an obligation to agree to any such

alternative method of dispute resolution.

G.

Confidentiality. The Parties agree that any dispute resolution meetings or

communications, arbitration proceedings, or agreements between the

Parties settling or otherwise relating to any claims of breach of this MOU

or otherwise shall be and remain confidential to the extent not prohibited

by applicable law.

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VIII. JURISDICTION

A.

Limited Waiver of Sovereign Immunity. Tribe grants a limited waiver

of sovereign immunity from suit exclusively to NFPD, and to no other

entity or person, for the sole purpose of enforcing this MOU. For this

limited purpose, Tribe hereby agrees to:

1. Resolve disputes, if necessary pursuant to Section VII above;

2. Waive its sovereign immunity in any such action brought against Tribe

pursuant to Section VII for money damages, specific performance,

injunctive relief and/or declaratory relief for Tribe's breach of this

MOU;

3. Unconditionally waive any claim or defense of exhaustion of tribal

administrative or judicial remedies.

Notwithstanding the foregoing, the Tribe does not waive its sovereign

immunity to permit any monetary award or damages against, and the

arbitrators and the courts will have no authority or jurisdiction to issue any

monetary award or damages or order the execution or enforcement of any

monetary award or damages against, any assets or revenues of the Tribe

except for the Tribe's share of the net revenues distributed or to be

distributed to the Tribe by the Facility's operations, which are included

within the Project. The Tribe does not waive the defense of sovereign

immunity with respect to:

1. actions by third parties;

2. disputes between the Tribe and the NFPD which do not specifically

arise under this MOU; or

3. any asset of the Tribe other than those specifically set forth herein.

C.

NFPD Consent. The NFPD acknowledges that the Tribe may bring an

action pursuant to Section VII to enforce the terms of this MOU against

NFPD for money damages, specific performance, injunctive relief and/or

declaratory relief for NFPD's breach of this MOU. NFPD agrees to:

1. Resolve disputes, if necessary pursuant to Section VII above; and

2. For purposes of this MOU, waive any immunity it may have, as a

California Special Fire Protection District, from suits to enforce the

provisions of the MOU.

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The Waiver provided herein shall not attach to disputes between the Tribe

and the NFPD which do not specifically arise under this MOU.

IX.

MISCELLANEOUS.

A.

Severability.

1. If any provision of this MOU is held by the Secretary, the arbitrators

or a court of competent jurisdiction to be illegal, invalid,

unenforceable, unauthorized, annulled, voided or set aside, under

present or future laws, the remaining provisions of this MOU shall

remain in full force and effect and shall not be affected by such

provision or by its severance from this MOU. In the event of any such

determination, the Parties shall enter into good faith negotiations to

replace the prohibited or invalid provision with a valid provision, the

economic effect of which comes as close as possible to that of the

invalid provision, which negotiations shall be conducted pursuant to

the provisions of Section VI(E)(3) of this MOU.

2. In the event that the entire MOU is declared null and void or the

actions of the NFPD or its respective officials in connection with the

approval, execution or delivery of this MOU are set aside, voided or

annulled, the Parties shall enter into good faith negotiations to

negotiate a new agreement.

B.

C.

Scope. This MOU is intended to apply, and shall be construed to apply,

solely to the Property, and, after the Trust Acquisition Date, solely to the

Trust Property and shall not be construed to apply to any other property.

BindingAgreement. This MOU is intended to be, and shall be construed

to be, binding upon the Parties and all successors and successors-in-

interest of each Party, including, in the case of the NFPD, any future

District Board members, and, in the case of the Tribe, future Executive

Council members.

D.

Notice. All notices required by this MOU will be deemed to have been

given when made in writing and delivered or mailed to the respective

Party and their representatives at their respective addresses as set forth

below, or such other address as they may provide to the other Party from

time to time:

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For the Tribe:

Habematolel Pomo of Upper Lake

P.O. Box 516

Upper Lake, CA 95453

Attention: Executive Council

With a copy to:

Rosette & Associates PC

6124 E. Brown Road, Suite 101

Mesa, AZ 85205

Attention: Robert A. Rosette, Esq.

For the NFPD:

Northshore Fire ProtectionDistrict

PO Box 1199

Lucerne, CA 95458

Attention: Jim Robbins, Chief

E.

Governing Law. This MOU shall be governed by, and construed in

accordance with, the laws of the State of California.

F.

Construction of MOU. This MOU, together with all Exhibits hereto,

constitutes the entire agreement between the Parties relating to the subject

matter hereof and supersedes all prior negotiations, representations, or

other agreements, whether written or oral. In the event of a dispute

between or among the Parties as to the language of this MOU or the

construction or meaning of any term hereof, this MOU shall be deemed to

have been drafted by the Parties in equal parts so that no presumptions or

inferences concerning its terms or interpretation may be construed against,

or in favor of, any Party based on the preparation or negotiation of this

MOU. The headings contained in this MOU are for convenience of

reference only and shall not effect the construction or interpretation

hereof.

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IN WITNESS WHEREOF, the Parties have executed this MOU as of the date first set

forth above.

NORTHSHORE FIRE PROTECTION DISTRICT

Date: November 29, 2006

/7r).

By:

Michael Kirsch, Board Chairperson

Northshore Fire Protection District

APPROVED AS TO LEGAL FORM BY

LAKE COUNTY COUNSEL FOR

NORTH SHORE FIRE PROTECTION DISTRICT:

Date: November 29, 2006

By:

Anita 'Grant, County Counsel

County of Lake, California

HABEMATOLEL POMO OF UPPER LAKE

Date: November 29, 2006

Carmella Icay-Johnson

Chairperson

APPROVED AS TO LEGAL FORM BY

LEGAL COUNSEL TO THE TRIBE:

Date: November 29, 2006

By:

Richard Armstrong, Esq.

Rosette & Associates PC

Legal Counsel to the Tribe

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