Phone: (920)869-2214 (2017)

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Text

Oneida Nation

Post Office Box 365

Oneida, WI 54155

Phone: (920)869-2214

BC Meeting Materials November 30, 2017

Open Session – Public meeting materials

CERTIFICATION

I, the undersigned, as Secretary of the Oneida Business Committee, hereby certify that

the following 59 pages are the Open Session – Public meeting materials presented at a

meeting duly called, noticed and held on the 30th day of November, 2017.

____________________________

Lisa Summers, Tribal Secretary

Oneida Business Committee

Public Packet

Page 1 of 54

Oneida Business Committee

Special Meeting

8:30 a.m., Thursday, November 30, 2017

BC Conference Room, 2nd floor, Norbert Hill Center

Agenda

To get a copy of the agenda, go to: oneida-nsn.gov/government/business-committee/agendas-packets/

I. CALL TO ORDER AND ROLL CALL

II. OPENING

III. ADOPT THE AGENDA

IV. OATHS OF OFFICE

A. Oneida Election Board Alternates – Kalene White, Lori Elm, Melinda K. Danforth, Patricia

Moore, Paula Fish, Shannon King, Candace House

V. STANDING COMMITTEES

A. Finance Committee

Chair: Trish King, Treasurer

1. Approve six (6) Gaming Capital Expenditures:

a) Aristocrat – Twenty-four (24) games for a total of $485,592.00

b) Bally – Thirty (30) games for a total of $598,400.00

c) Konami – Sixteen (16) games for a total of $257,612.36

d) IGT – Twenty-two (22) purchased games & twenty (20) games at no-charge for a

total of $358,9992.75

e) Incredible Technologies – Six (6) purchased games & four (4) leased games for a

total $124,4440.00

f) American Gaming Systems – Eighteen (18) games for a total of $309,500.00

Oneida Business Committee Special Meeting Agenda of November 30, 2017

Page 1 of 2

Public Packet

Page 2 of 54

VI. NEW BUSINESS

A. Approve revised OBC SOP entitled Selection of Family Court Judge

Sponsor: Lisa Summers, Secretary

B. Approve posting Family Court Judge position

Sponsor: Lisa Summers, Secretary

VII. EXECUTIVE SESSION

A. New Business

1. Approve limited waiver of sovereign immunity – Conduent Healthcare Knowledge

Solutions Inc. agreement – file # 2017-1333

Sponsor: Debbie Danforth, Division Director/Comprehensive Health – Operations

2. Review Family Court Judge job description; and determine next steps

Sponsor: Lisa Summers, Secretary

VIII. ADJOURN

Posted on the Oneida Nation’s official website, www.oneida-nsn.gov, at 2:40 p.m., Monday, November 27, 2017,

pursuant to the Open Records and Open Meetings Law, section 7.17-1.

The meeting packet of the open session materials for this meeting is available by going to the Oneida Nation’s official

website at: https://oneida-nsn.gov/government/business-committee/agendas-packets/

For information about this meeting, please call the Business Committee Support Office at (920) 869-4364 or (800)

236-2214.

Oneida Business Committee Special Meeting Agenda of November 30, 2017

Page 2 of 2

Public Packet

Page 3 of 54

Oneida Business Committee Agenda Request

1. Meeting Date Requested:

11 / 30 / 17

2. General Information:

Session:

Open

Agenda Header:

Executive - See instructions for the applicable laws, then choose one:

Oaths of Office

Accept as Information only

Action - please describe:

Administer Oaths of Office to Kalene White, Lori Elm, Melinda K Danforth, Patricia Moore, Paula Fish, Shannon

King, ======

Peril Huff and Candace House for Alternates on the Election Board.

3. Supporting Materials

Report

Resolution

Contract

Other:

Business Committee signature required

4. Budget Information

Budgeted - Tribal Contribution

Budgeted - Grant Funded

Unbudgeted

5. Submission

Authorized Sponsor / Liaison:

Lisa Summers, Tribal Secretary

Primary Requestor/Submitter:

Brooke Doxtator Board, Committee and Commissions Supervisor

Your Name, Title / Dept. or Tribal Member

Additional Requestor:

Name, Title / Dept.

Additional Requestor:

Name, Title / Dept.

Page 1 of 2

Public Packet

Page 4 of 54

Oneida Business Committee Agenda Request

6. Cover Memo:

Describe the purpose, background/history, and action requested:

The following request was made at the November 8, 2017 BC Meeting:

IX. New Business

H. Post eight (8) Oneida Election Board alternate positions for 2017 Special Election on

December 2, 2017

Chair: Racquel Hill

Liaison: Tehassi Hill, Chairman

The request was approved and the alternate positions were posted for seven days.

Eight (8) applications were received by the deadline of November 14, 2017.

1) Save a copy of this form for your records.

2) Print this form as a *.pdf OR print and scan this form in as *.pdf.

3) E-mail this form and all supporting materials in a SINGLE *.pdf file to: BC_Agenda_Requests@oneidanation.org

Page 2 of 2

Public Packet

Page 5 of 54

Oneida Business Committee Agenda Request

1. Meeting Date Requested:

11 / 30 / 17

2. General Information:

Session:

Open

Agenda Header:

Executive - See instructions for the applicable laws, then choose one:

Standing Committees

Accept as Information only

Action - please describe:

Approval of Six Gaming Capital Expenditures that were approved by the Finance Committee on November

13, 2017.

3. Supporting Materials

Report

Resolution

Contract

Other:

1. 6 Gaming Capital Expenditure Requests

Business Committee signature required

4. Budget Information

Budgeted - Tribal Contribution

Budgeted - Grant Funded

Unbudgeted

5. Submission

Authorized Sponsor / Liaison:

Trish King, Tribal Treasurer

Primary Requestor:

Larry Barton, Chief Financial Officer

Your Name, Title / Dept. or Tribal Member

Additional Requestor:

Submitted by: Denise Vigue, Executive Assistant/Finance

Name, Title / Dept.

Additional Requestor:

Name, Title / Dept.

Page 1 of 2

Public Packet

Page 6 of 54

Oneida Business Committee Agenda Request

6. Cover Memo:

Describe the purpose, background/history, and action requested:

Oneida Business Committee approval is required in order for Gaming Slots to immediately move forward with

the Purchasing process of these slot games/machines discounts are a limited time offer.

FC DRAFT Meeting Minutes Excerpt of 11/13/17:

V. Capital Expenditures:

2. Aristocrat (24) Games Amount: $485,592.00

David Emerson, Gaming Slots

David was present to discuss requests 2 through 7 including; these are their annual requests for slot games/

machines for the year; there may be one or two more later on; this is to replace underperforming machines on

the floor and add newest/popular games; he provided handouts of legal reviews and other approvals as they

were not completed in time when submitted; he also provided ROI data of machines as reference/information;

timing critical to take advantages of discounts afforded this time of the year.

Motion by Larry Barton to approve the Gaming Capital Expenditure requests two through seven in the amounts

stated pending all approvals are submitted. Seconded by Shirley Barber. Motion carried unanimously.

3. Bally (30) Games Amount: $598,400.00

David Emerson, Gaming Slots

See Motion in Capital Expenditures #2.

4. Konami (16) Games Amount: $257,612.36

David Emerson, Gaming Slots

See Motion in Capital Expenditures #2.

5. IGT (22) Purchase & (20) Games No-Charge Amount: $358,992.75

David Emerson, Gaming Slots

See Motion in Capital Expenditures #2.

6. Incredible Technologies (6) Purchase & (4) Lease Games Amount: $124,440.00

David Emerson, Gaming Slots

See Motion in Capital Expenditures #2.

7. American Gaming Systems (18) Games Amount: $309,500.00

David Emerson, Gaming Slots

See Motion in Capital Expenditures #2.

1) Save a copy of this form for your records.

2) Print this form as a *.pdf OR print and scan this form in as *.pdf.

3) E-mail this form and all supporting materials in a SINGLE *.pdf file to: BC_Agenda_Requests@oneidanation.org

Page 2 of 2

Public Packet

Page 7 of 54

CONTRACT I PURCHASE APPROVAL REQUEST

Contacts

I Date

I 11/212017

I Requested Review Date

I 11/9117

'I_R_e_q-ue-s-to_r_'_s_N_a_m_e______ ' l_D_A_V_E_E_ME

___

R_S_O_N___ I'_R_e_q-ue-s-to-r-'s-P--ho_n_e_#_______ , l_X_3_2-12_______________

I Business Unit Name

I GAMING SLOTS

I Area Director

1,-----B-u-si-n-es_s_U_n_i_t_N_u_m_b_e_r_l 1205060

'I_F_A_WNE

___RA

__S_M

U_S_S_E_N___

'I-E-x-ec_u_t-iv_e_R_e_p_r-es_e_n-ta-t-iv_e___ l

LOUISE CORNELIUS

Description o( Contract (Include a summary of the contract as well as benefits associated from the contract)

ARISTOCRAT C161894-JB-MB (MZ) N

24GAMES

$485,592.00

Terms o(the Contract

I $485,592.00

I Trade-in I Book Value

I Supplier Name

ARISTOCRAT

'I_It_e_m-(s_)_P_u_r_c-ha_s_e_d_ _ 24 GAMES

I Total Commitment

I Vendor Number

Budgeted Purchase

I Shipping Costs

I $6,000.00

'l_c_o_n-tr-a-ct_S_t_a_r_tD-a-te---1 NOVEMBER2017

I Contract End Date

I Auto-renewal clause

I If Yes, Notice Period

CAP EX Approval

CAP EX Line Item

YES

I Legal Review Number

NO- X

~ ~ State ~icense ~~rrent

Ir-::c~ I ~v

(Gammg Specific)

001.1206010.540.105000.

000

1,-----A-c-co_u_n_t_N_u_m_b_e_r_ __

Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price)

Supplier Name

B-id-d-er_#_l_l ARISTOCRAT

.-1

I Bidder #2 I

I Bidder #3 I

I Bid Amount I Indian Preference I Sole Source

1..-----~-~

1,------

Summary of selection criteria or sole source justification: ARISTOCRAT IS ONLY VENDOR WHO CAN

I SUPPLY THE ONEIDA NATION WITH "LICENSED" ARISTOCRAT GAMES ..

Approval I Review Dates

Legal Review

Purchasing Review

Gaming Commission Review

Cap-Ex Committee Approval

Finance Committee Approval

*For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines.

Public Packet

Page 8 of 54

DocuSign Envelope ID: 34E11265-D81C-49EC-8882-255DC596ECC3

November 1, 2017

GAMING DEVICE ORDER

THIS GAMING DEVICE ORDER (this "Order") shall be subject to Customer's Gaming Device Agreement "No. 201324-JC-ts" dated Februaty 18, 2005 (the "Master Agreement").

Order No.:

C161894-JB-mb (mz) N

Customer Name (including dba):

ONEIDA NATION d/b/a ONEIDA CASINO

Qualified Location:

2170 Airport Drive, Green Bay, WI 54313

UNIT PRICE

DESCRIPTION

Arc Single

Game Software- Premium Plus

Helix+ Upright Premium Plus

Game Software- Premium Plus

24,895.00

4,500.00

448,110.00

81,000.00

20,495.00

4,500.00

122,970.00

27,000.00

679,080.00

300.00

(9,400.00)

{6,248.00)

7,200.00

{169,200.00)

{37,488.00)

Subtotal:

479,592.00

250.00

6,000.00

Grand Total:

485,592.00

Subtotal:

600 Note: 2 Regular Intelligent (ICB) JCM lvizion

Less: Special Discount

Factory Freight

TOTAL PRICE

The above Grand Total may (i) exclude any applicable freight charges or regulatory imposed gaming fees, and (ii) exclude a Sales Tax amount (e.g.

sales tax, value added tax, goods and services tax or provincial sales tax), if applicable, that is subject to further verification at time of shipment.

Any such additional charges will be calculated at the time of shipment based upon the current rate(s) for the relevant jurisdiction.

Commercial/Special Terms:

PAYMENTTERMS: Net30 days.

2. G2E 2017 ARC SINGLE PROMOTION: Customer must sign by December 1, 2017, and accept delive1y by

December 31,2017. Customer must purchase a minimum of 4 Arc Single Gaming Devices.

G2E 2017 HELIX PLUS PROMOTION: Customer must sign by December 1, 2017, and accept delivety by

December 31, 2017. Customer must purchase a minimum of 6 Helix Plus Gaming Devices. Customer shall receive

one (1) free premium plus conversion per two Gaming Devices purchased pursuant to this Order, for a total of

three (3) conversions (the "Free Conversions"). For purposes of this Order, Free Conversions shall mean the

materials supplied by Aristocrat that allow the theme of a Gaming Device to be converted to another theme. Free

Conversions must be delivered by December 31, 2017. Customer's failure to purchase the Gaming Devices listed

•

above shall void all Free Conversions.

Public Packet

Page 9 of 54

DocuSign Envelope 10: 34E11265-D81 C-49EC-8882-255DC596ECC3

4. DELIVERY: Customer understands and agrees that all Gaming Devices will be shipped FOB Vendor's place of

business. Customer understands that risk of loss shall pass to Customer at Vendor's place of business.

CUSTOMER:

ARISTOCRAT:

ONEIDA NATION d/b/a ONEIDA

CASINO

ARISTOCRAT TECHNOLOGIES, INC., a

Nevada corporation

Signature:

Name:

S1 ature:

gn9~86B1A851F149 ...

conm e James

Name:

Title:

CFO - Class III

Date:

Nov 2, 2017

------------------------------

G~""M'"'

i)L-UUt- ~t-S

Public Packet

Page 10 of 54

DocuSign Envelope ID: 34E11265-D81 C-49EC-8882-255DC596ECC3

CONSULTANT/CONTRACTOR

CONFLICT OF JNTEREST

DISCLOSURE FORM

Connie James

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

, on behalf of

AT!

the "Contmctor11 ), declare this to be a il.lll and complete disclosure of all conflicts of interest with the

Oneida Nation. Collflict of interest means any interest, whether it be personal, financial, political, m•

otherwise, that conflicts with any right of the Oneida Nation to property, information, or any other right to

own and operate its enterpl'ises, free :fi:om undisclosed competition or other violation of such rights of the

Oneida Nation. Therefore, I affirm to the best of my lcnowledge the following:

is not an employee ofthe Oneida Nation. (lY.fustincludejob description

The Contractor

if employee ofthe Oneida Nation.)

The Contractor is neithet· presently involved in, nor is it contemplating any legal actions against the

Oneida Nation.

The Contractor is not presently involved in any activity or has any outside interests that conflict or

suggest a potential conflict with the Oneida Nation.

The Contractor is neither involved in nor does it own any business investments which are telated to .

or connected with the Oneida Nation, its programs, departments, or enterprises

Neither the Contract01~ nor any of its representatives, holds any positions as director or officer in

any public or private groups, firms, organizations, o1' other entities which are substantially or

wholly owned by the Oneida Nation. No representative of the contractor sits on any board,

commission, or committee of the Oneida Nation. No officer or director of the Company has any

conflict as defmed above

The Contractor is neither applying for, nor receiving, any special services, grants, loans or other

programs provided by the Oneida Nation, and has no pending contracts with the Oneida Nation,

except as herein disclosed and listed below:

If NONE, please check D

[rter disclosures, if any

(Attach additional pages, ifnecessmJ~

During the term of the contract or any extension thereof, I will promptly 1·ep01t any situation which may

involve, suggest or appeal' to suggest any collflict that I may have with the Oneida Nation. If a conflict

arises, I am infonned and understand that the Oneida Nation may in its sole discretion, terminate the

contract without obligation to me. Fmther, failme to repo1t any conflict shall also be cause to terminate my

contract.

Signature: __

(Rev. 07-2015)

DocuSigned by:

_ ,_L_{J>- il '9~stse:s t~ t~ 35iTI7~'1>~1i eF : ~:-s.______________________ Date:

Nov 2,, 2Q1'7

This f01m is in accordance with B.C. Resolution #9-28-90-A; Revised by BC 9/4/02

Public Packet

Page 11 of 54

DocuSign Envelope ID: 34E 11265-081 C-49EC-8882-255DC596ECC3

ATTACHMENT"A"

RIDER TO GAMING RELATED CONTRACT

ATI

This is a Rider to the attached agreement entered into between the Oneida Nation and

(the "Contractor") for the services and/or equipment identified in E-xhibit A Statement of Work. The Contractor

agrees that nothing contained in these agreements shall be constmed as a waiver of any of the Oneida Nation's

legal defenses.

The Contractor agrees that the contract shall be terminated if, during the te1m of the contract or any

extension thereof, the Contractor's certificate under Section VII of the Oneida Nation/State of Wisconsin Gaming

Compact of 1991 (Compact) is revoked by the Oneida Gaming Commission, Lottery Board, Wisconsin Gaming

Commission, or other body so designated by the State of Wisconsin. The contract is subject to the provisions of

the Compact and the Contractor shall comply with the Compact and all Oneida Nation laws, ordinances and

regulations. A cmtificate issued under Section VII of the Compact shall not constitute a property interest under

Oneida, state or federal law.

The Contractor shall not permit nor employ any person in the course of perfmmance under the contract, if

that person:

1. Has been convicted of, or entered a plea of guilty or no contest to, any of the following, unless the

person has been pardoned or the Oneida Business Committee waives such restriction by legislative

resolution after the applicant or employee has demonstrated to the Council evidence of sufficient

rehabilitation and present fitness.

a. A felony, other than a felony conviction for an offense under subdiv. b., c. or d., during the

immediately preceding 10 years.

b. Any gambling- related offense.

c. Fraud or misrepresentation in any connection.

d. A violation of any provision of chs. 562 or 565, Wis. Stats., a rule promulgated by the Lottery

Board, Wisconsin Racing Board, or other gaming regulatory body of the State of Wisconsin, or

an ordinance of the Oneida Nation regulating or prohibiting gaming.

2. Has been determined by the Oneida Nation to be a person whose prior activities, criminal record if any,

or reputation, habits, and associations pose a threat to the public interest or to the effective regulation and

control of gaming, or create or enhance the dangers of unsuitable, unfair, or illegal practices, methods, or

activities in the operation of gaming or the carrying on of the business and financial arrangements

incidental thereto.

The Contractor shall not employ any person who is employed by the Oneida Nation in the conduct of

gaming under the Compact and the Contractor warrants that no person employed by the Oneida Nation in the

conduct of gaming under the Compact has a direct or indirect interest in the contract.

In the event the contract is for the purchase or use of electronic games of chance, the Contractor warrants

and represents that each electronic game of chance placed in the Oneida Nation gaming facility:

1. Confmms precisely to the exact specifications of the electronic game of chance prototype tested and

approved by the gaming test laboratmy; in accordance with Section XV ofthe Compact and

2. Operates and plays in accordance with the technical standards prescribed in section XV of the

Compact.

ACCEPTED AND AGREED TO:

By:

~::~·;..._1

Name

ml'ilfiH~'"IJawtes

Title

CFO - Class III

Address

7230 Amigo Street

LVNV89119

Rev. 04-2016

Date:

Nov 2, 2017

Public Packet

Page 12 of 54

CONTRACT I PURCHASE APPROVAL REQUEST

Contacts

Date

I 11110/17

Requested Review Date

.-R-e_q_u-es-t-or_'_s_P_h_o_n_e_#_______ X3212

11/3/2017

I DAVE EMERSON

I Requestor's Name

I Business Unit Name

Area Director

GAMING SLOTS

I Business Unit Number

1.--F-A_WNE

____RA

___

SMU---S-S_E_N

I'_E_x-ec_u_t-iv_e_R--ep_r_e-se_n_t_a-ti_v_e---~ LOUISE CORNELillS

1 I2o5o6o

Description o(Contract (Include a summary of the contract as well as benefits associated from the contract)

BALLY 422442 QT 68546

30 GAMES

$598,400.00

Terms o(the Contract

I Vendor Number

1124524

'I_It_e_m-(s_)_P_u_r-ch_a_s_e_d_ _ l 30 GAMES

I Budgeted Purchase

I YES -X

I Total Commitment

I Shipping Costs

I Trade-in I Book Value I

I Legal Review Number I

Supplier Name

I BALLY

I $598,400.00

I $5,250.00

I Contract End Date

l'_c_o-nt_r_a-ct_S_t_a-rt-D-at_e__ NOVEMBER 2017

I Auto-renewalclause

CAP EX Approval

I AT PURCHASE

I YES

I NO-X I IfYes,NoticePeriod I

r-=-~~~State~icense~~rrent ~~~

.----------~

CAP EX Line Item

ID0

ll~v

o o I.l2060 I 0.540.105000.

(Gammg SpecifiC)

1.--A-c-co_u_n_t_N_u_m_b_e_r_ _ _

ID0

l~v

I 1~11-\.

0 00

Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price)

I Supplier Name

1.--B-id-d-er_#_l_l BALLY

I Bidder#2

I Bid Amount I Indian Preference I Sole Source

I X

1.---------------~

I Bidder #3 I

1.------

Summary of selection criteria or sole source justification: BALLY IS ONLY VENDOR WHO CAN SUPPLY

I THE ONEIDA NATION WITH "LICENSED" BALLY GAMES ..

Approval I Review Dates

Legal Review

Purchasing Review

Gaming Commission Review

Cap-Ex Committee Approval

Finance Committee Approval

*For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines.

Public Packet

Page 13 of 54

Order

Customer

Bally Gaming, Inc. ("Supplier")

6650 S. El Camino Rd.

Las Vegas, NV 89118

Tel. 702.532.7700

Fax. 702.532.7633

Oneida Nation dba Oneida Casino

Customer Number

1541

Order Date

31-0CT-2017

Order Number

422442 QT 68546

Order Type

US-Sale New

Payment Terms

30NET

Sales Rep

Judson, John E

Sales Rep email

John.Judson@scien!ificgames.com

Sales Rep Phone

773-230-8722

Shipping Terms

FOB: Customer's Reservation Prepay

&Add

USD

Currency Code

Bill To

Shi!;!TO

Oneida Nation dba Oneida Casino

P.O. Box 365

ONEIDA Wl54155

United States

Oneida Nation dba Oneida Casino

2170 AIRPORT DR A TIN: SLOT DEPT

Green Bay WI 54313-840

United States

WMS Product Information

I Quantity I Product

BLADE

Total

I Software Price I Unit Price I Total Price

I Description

MECHANICAL-BARCREST 3RM

3,995.00

I Amount

I Description

45,980.00

WMS Product Discounts*

18,995.00

MECHANICAL-BARCREST 3RM

(11,990.00)

Total

(11,990.00)

WMS Product Pricing

SUBTOTAL

DISCOUNT

FREIGHT

TAX

TOTAL PURCHASE PRICE

Page 1 of 7

*Discounts apply to machine unit price only.

This order is subject to the terms and conditions attached as Exhibit A.

45,980.00

(11,990.00}

350.00

0.00

34,340.00

Public Packet

Page 14 of 54

Bally Product Information

I Quantity I Product

SG143

TSLNT

Total

I Software Price I Unit Price I Total Price

I Description

6,250.00

3,750.00

3,250.00

SG-1 TWINSTAR J43

TWINSTAR 27/27 SLANT TOP

I Amount

I Description

241,960.00

388,430.00

136,470.00

766,860.00

Bally Product Discounts*

23,995.00

19,495.00

SG-1 TWINSTAR J43 DISCOUNT

TWINSTAR 27/27 SLANT TOP DISCOUNT

( 61,200.00)

(112,000.00)

( 34,500.00)

Total

(207,700.00)

Bally Product Pricing

SUBTOTAL

DISCOUNT

FREIGHT

TAX

TOTAL PURCHASE PRICE

766,860.00

(207,700.00}

4,900.00

0.00

564,060.00

Total Order Pricing

SUBTOTAL

DISCOUNT

FREIGHT

TAX

TOTAL PURCHASE PRICE

812,840.00

(219,690.00)

5,250.00

0.00

598,400.00

Remit To

Bally Technologies

PO Box 749335

Los Angeles, CA 90074

Proprietary and Confidential

Page 2 of 7

Agreement may be signed in counterparts.

Agreement will become binding upon signature by both parties.

Public Packet

Page 15 of 54

Exhibit A

Order#: 422442

Terms and Conditions

i. Master Agreement

i.a)

1. ACCEPTANCE. This agreement is subject to all of the te1ms and conditions set forth below and on the face side hereof. This

order shall become a contract as to the entire quantity specified on the earlier of: (a) when it is signed and delivered by Customer

and countersigned by Supplier, or (b) when Customer has accepted delivery of any part of the product specified herein or

Customer has furnished to Supplier delivery dates, shipping instmctions, or inshuctions to bill and hold and Supplier accepts the

instmctions. Each shipment received by Customer from Supplier shall be deemed to be only upon the terms and conditions

contained in this order, provided written approval by Supplier is indicated on the face hereof. None of the terms and conditions

contained in this order may be added to, modified, superseded, or otherwise altered except by a Wlitten inshument signed by both

parties. All subsequent orders for the lease or purchase of equipment, software or parts by the Customer shall be subject to the

terms and conditions of this order.

2. PAYMENT TERMS. Net amount of invoices shall be payable in full within thirty days, unless othe1wise agreed to in writing

by the parties.

3. DELIVERY. All unit prices are F.O.B Reservation. The acceptance of a shipment by any common carrier or licensed tmckman

shall constitute delivery to the Customer. Method and route of shipment shall be at Suppliers sole discretion, unless Customer

shall furnish written instmctions, agreed to in Wl·iting by Supplier, and in all cases are subject to delays or failure of performance

(a) when Supplier is not pe1mitted to perfmm as a result of any order, request or mandate of any governmental authority, or (b)

when the supply of product or any facility of production, manufacture, storage, transportation, distribution or delivery

contemplated by Supplier is intermpted, unavailable or inadequate because of wars, riots, hostilities, insurrections, public

disorders, acts of enemies, sabotage, strikes, labor or employment difficulties, fires, acts of God or acts of public authority,

accidents or breakdoWlls, weather conditions or any other circumstances or conditions beyond Suppliers control, whether or not

similar to the foregoing. In such event, Supplier shall not be liable therefor and may, in its sole discretion, with appropriate notice

to Customer, at any time and from time to time, postpone the delivery date(s) under this contract for a time which is reasonable

under the circumstances or make partial delivery or cancel all or any portion of this conh·act. Upon such notice, customer shall

have ten ( 10) days to exercise an option to cancel its order and shall thereafter be entitled to a full refund of any monies paid. If

Customer consents to partial delivery, Customer shall be entitled to a refund of any monies paid for all items or services not

delivered under the original Sales Order. If for any such cause there is, or Supplier may reasonably believe there may be, such a

shortage of supplies that Supplier is or may be unable to meet the demands of all of its customers of all kinds, Supplier may

allocate among such customers its available supplies in such reasonable manner, as it may determine with appropriate notice to

Customer. Upon such notice, Customer shall have ten (10) days to exercise an option to cancel its order and shall thereafter be

entitled to a full refund of any monies paid. If Customer consents to partial delive1y, Customer shall be entitled to a refund of any

monies paid for all items and services not delivered under the original Sales Order. Product invoiced and held at any location by

Supplier at Customer's request shall be at Customers risk and Supplier may charge for insurance and storage at prevailing rates.

Identification of the product to the contract shall occur as each shipment is placed in the hands of the common canier.

4. TAXES. The amount of all present and future applicable taxes imposed by any federal, state, tribal, foreign, or local

governmental authority which Supplier may be required to pay or collect, with reference to the manufacture, sale, purchase,

receipts, transportation, delivery, storage, use or consumption of product or services shall be added to the purchase p1ice, unless

Customer in advance shall provide Supplier with a tax exemption certificate acceptable to the applicable taxing authority.

5. WARRANTIES. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN ORIN A SEPARATE WRITING

ISSUED BY SUPPLIER FURNISHED TO CUSTOMER, SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES,

EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. ALL IMPLIED WARRANTIES, INCLUDING THOSE OF

MERCHANTABILITY OR FITNESS FOR USE, ARE HEREBY DISCLAIMED. SUPPLIER SHALL NOT BE LIABLE FOR

ANY INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OR EXPENSE, OR FOR ANY F AlLURE TO PERFORM OR

DELAY IN PERFORMANCE. SUPPLIERS MAXIMUM LIABILITY SHALL NOT IN ANY CASE EXCEED THE

CONTRACT PRICE FOR THE PRODUCT CLAIMED TO BE DEFECTIVE OR UNSUITABLE. ANY MODIFICATIONS

MADE BY CUSTOMER TO ANY PRODUCT SOLD PURSUANT TO THIS ORDER SHALL VOID ANY WARRANTY

PROVIDED BY SUPPLIER AND CUSTOMER HEREBY HOLDS SUPPLIER HARMLESS FROM ANY DAMAGES

ARISING FROM SUCH MODIFICATION. SUPPLIER MAiffiS NO REPRESENTATIONS WITH RESPECT TO PRODUCT

HOLD PERCENTAGES. SUPPLIER PROVIDES NOWARRANTY FOR EQUIPMENT, ACCESSORIES AND/OR

PERIPHERALS MANUFACTURED BY A THIRD PARTY, INCLUDING, BUT NOT LIMITED TO PLAYER

TRACKING/SLOT MANAGEMENT SYSTEMS COMPONENTS, SIGNAGE, PROGRESSIVE DISPLAYS, SLOTS AND

Page 3 of7

"Proprietary and Confidential"

Agreement may be signed in counterparts

Agreement will become binding upon signature by both parties.

Public Packet

Page 16 of 54

Exhibit A

Order #: 422442

Terms and Conditions

STOOLS, FAULTY PAYOUTS ASSOCIATED WITH PROGRESSIVE WIDE AREA SYSTEMS OR LOCAL AREA

SYSTEMS EVEN IF INSTALLED BY SUPPLIER ON EQUIPMENT AT CUSTOMERS FACILITY.

6. SHORTAGES/RETURNS. No claims for shortages will be allowed unless filed in writing with Supplier within fifteen (15)

calendar days after delivery. No returned product will be accepted without Suppliers having provided to Customer a return

authorization number.

7. CANCELLATIONS AND HOLDS. Orders accepted by Supplier, shall not be cancelled, changed or amended except upon

mutual written agreement of the parties. No product will be held after the time designated for shipment, except upon mutual

written agreement by both patiies.

8. PREMIUMS AND PROMOTIONAL ARRANGEMENTS. If product ordered is subject to a license from a third party to

Supplier, Customer shall not provide the product or any facsimile or use thereof hereunder as a premium, give-away or other

promotion without first receiving the written consent of Supplier.

9. WAIVER. Failure of Supplier to insist upon strict performance of any of the conditions of this agreement shall not constitute a

waiver of such conditions or any other condition or a waiver of any default.

10. DISPUTE RESOLUTION. All disputes arising hereunder shall be resolved through the use or good faith negotiations and I or

mediation.

11. CHOICE OF LAW. The Customer and Supplier agree that the substantive law to be applied in any and all disputes arising

under this Agreement is the law of the state in which the Equipment and Devices are located, including that states Unifmm

Commercial Code, without reference to any choice of law provision.

12. INSURANCE. Customer will maintain adequate insurance on the product, naming Supplier as an additional insured to the full

value of product received until such time as it is paid in full.

13. MAINTENANCE. Equipment transferred to Customer hereunder as a result of a lease or trial of any product shall be

maintained by Customer in workable condition including but not limited to any pelipherals such as Supplier-supplied slot

management/player tracking components, seats, stools, stands and any other attachments to the Suppliers equipment. In the event

of a sale by Supplier to Customer, the obligations of Customer under this Article shall continue until Customer has paid all

monies due and owing Supplier under this Sales Order for the equipment and inventory delivered by Supplier to Customer.

14. SEVERABILITY. If any provision of this agreement or the application thereof shall be prohibited or invalid under applicable

law, such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision, its

application hereunder or any other provision of this contract.

15. SECURITY INTEREST. As security for the prompt payment and pe1formance of Customer's indebtedness, liabilities, and

obligations of Customer to Supplier, however incurred, created, arising or evidenced, whether direct or indirect, absolute or

contingent, due or to become due, or now or hereafter existing (collectively, the "obligations"), Customer grants to Supplier a

security interest in the equipment and inventory sold by Supplier to Customer pursuant to this agreement (collectively, the

"collateral"). Customer agrees to execute promptly upon request all financing statements which Supplier reasonably may deem

necessary or advisable to perfect Supplier's security in the collateral described herein.

16. RIGHTS OF SUPPLIER. In addition to all other rights and remedies provided hereunder and by applicable law, Supplier may

enter onto Customer's premises at any reasonable hour and upon twelve (12) hours notice to inspect the Collateral in a manner

consistent with the casinos internal controls and regulations.

17. RIGHTS OF SUPPLIER ON DEFAULT. Upon Customers failure to promptly pay or perfmm its obligations, or the

commencement of proceedings by or for the Customer under any bankmptcy or insolvency laws, or the loss, theft, damage,

destmction, sale, encumbrance, levy, seizure or attachment of any of the collateral (each, a default), Supplier shall have all lights

and remedies provided hereunder and by applicable law, including without limitation all rights and remedies provided by the

Uniform Commercial Code. Nothing hereunder shall be constmed as a waiver of the sovereign immunity of the Oneida Tribe of

Wisconsin.

18. SOVEREIGN IMMUNITY. Nothing hereunder shall be constmed as a waiver of the sovereign immunity of the Oneida Tiibe

of Wisconsin.

19. COMPLIANCE COMMITTEE. In the event any gaming commission, board or similar governmental regulatory agency

having jurisdiction over the Customer discloses facts concerning Customer or its respective affiliates which, in the reasonable

opinion of Supplier or its Compliance Committee may adversely affect any gaming license or permits held by Supplier or the

current standing of Supplier or its respective affiliates with any gaming commission, board or similar governmental regulatmy

agency, then Supplier shall have the right to immediately tern1inate this agreement upon written notice to Customer, and the

pa1iies hereto shall have no further obligation or liability, other than any outstanding payment due Supplier by Customer.

Page 4 of 7

"Proprietary and Confidential"

Agreement may be signed in counterparts

Agreement will become binding upon signature by both parties.

Public Packet

Page 17 of 54

Exhibit A

Order #: 422442

Terms and Conditions

20. CASHLESS ACKNOWLEDGEMENT. Each gaming machine obtained hereunder with cashless capability (a "Licensed

Cashless Gaming Machine") is provided under a limited license to one or more of the following U.S. Patent Nos. 5,290,033;

5,265,874; 6,048,269; 5,429,36I; and 5,470,079. Any use of a Licensed Cashless Gaming Machine constitutes the

acknowledgement of and agreement to the following "Limited License":

I. Licensed Cashless Gaming Machine License Rights. Licensed Cashless Gaming Machines are licensed for use solely in

connection with a cashless gaming system that is separately licensed under these patents (a "Licensed Cashless Gaming System").

The use of a Licensed Cashless Gaming Machine with an unlicensed gaming system that has cashless capability is an unlicensed

use. Customer agrees to use the cashless functionality of a Licensed Cashless Gaming Machine only where such Licensed

Cashless Gaming Machine is attached to a Licensed Cashless Gaming System.

2. Other License Limitations. Each Limited License is expressly limited to the original Licensed Cashless Gaming Machine (i.e.,

one serial number per license). A license may not be transfened from one gaming machine to another. Any unauthorized transfer

voids this license.

21. LICENSES

a. Suppliers Software. Supplier hereby grants Customer a non-exclusive, royalty-fi·ee license to utilize the Device software solely

in conjunction with Customers operation of the Suppliers gaming devices described herein (Devices). In consideration for such

license grant, Customer shall take all steps necessary to protect Suppliers and its licensors proprietmy rights in the Devices and

Device software. Customer agrees and acknowledges that it is expressly prohibited fi·om: (i) copying the Device software, except

for archive purposes consistent with its archive procedures; (ii) modifying, decompiling, disassembling, reverse engineering or

otherwise attempting to derive the source code of the Device software; (iii) exporting the Device software or underlying

technology in contravention of applicable U.S. and foreign export laws and regulations; and (iv) using the Device software other

than in connection with operation of the Devices. Supplier retains exclusive title to, and ownership rights in, the Device software

and all copies thereof. Supplier reserves all other rights to the Device software except as expressly granted in this section.

b. Third-Party Property. In addition to the Rights, Suppliers third-party licensors have granted Supplier certain rights to advertise

and use the artwork, logo, game play, set dress and other elements of their respective intellectual property. Supplier warrants and

represents to Customer that these rights include all uses that Supplier has or will undertake during the term of this Agreement.

Customer understands and agrees that it shall not sublicense, advertise or use the name, likeness, trademark, service or any other

rights desclibed above to the third-party intellectual property in any manner without the express prior written consent of Supplier.

If Customer desires to use any such rights, it shall submit to Supplier, for Suppliers and its third-party licensor(s) written

approval, all materials showing the requested use. All materials must be approved in writing by Supplier and its third-party

licensor(s) (through submission to Supplier) prior to publication or use by Customer.

22. REPRESENTATIONS, WARRANTIES AND COVENANTS. Customer represents, wan-ants and covenants to Supplier as

follows: (I) all information furnished by Customer to Supplier in connection with Supplier's due diligence and compliance review

process is complete and accurate; (2) Customer shall, in connection with this agreement, (a) maintain complete and accurate

books and records and (b) comply with all applicable laws, rules and regulations, including, but not limited to, those relating to

anti-cormption, anti-money laundering, competition, licensing and registration; and (3) Customer has not offered or paid, and will

not offer or pay, directly or indirectly, (a) anything of value to any public official or candidate for political office, or any relative

or agent thereof, for purposes of obtaining any official action or benefit relating in any way to this agreement or (b) any

commission or finder's or refenal fee to any person or entity in connection with this agreement or any activities on behalf of

Supplier.

i.b) Amendment to Purchase Agreement

The following is hereby added at the end of the Master Purchase Agreement between Customer and Supplier (or if there is no

agreement between the parties so named, then the agreement that governs Customer's purchases of gaming devices and related

equipment, parts and/or conversions from Supplier) as such agreement applies to this order and all of Customer's future orders for

the purchase of gaming devices and/or related equipment, parts and/or conversions fi·om Supplier:

Supplier takes great pride in having earned the trust of our customers and the business community in which we work. We are

committed to winning business through honest competition in the marketplace and abiding by the regulations that govern the

lotte1y and gaming industries. If you discover events of a questionable, fi·audulent or illegal nature that are, or that you believe in

good faith may be, in violation of law, the guidelines set forth in our Code of Conduct or other Supplier policy, you will report

the matter immediately the SG Business Hotline, which is available 24 hours a day, seven days a week, at I-888-475-9507, or

you may file a report on www.scientificgames.ethicspoint.com.

Page 5 of7

"Proprietary and Confidential"

Agreement may be signed in counterparts

Agreement will become binding upon signature by both parties.

Public Packet

Page 18 of 54

Exhibit A

Order#: 422442

Terms and Conditions

ii. Special Terms and Conditions

ii.a) Regulatory Contingency

The parties' obligations under this order are contingent upon Supplier obtaining all necessary regulatory approvals for the supply

of Blade gaming devices in Customer's jurisdiction.

ii.b)

CASH NET 30. Payment is due in full no later than 30 days after invoice. As security for the prompt payment of Customer's

indebtedness to Supplier under this Order, Customer grants to Supplier a secmity interest in the equipment sold by Supplier to

Customer pursuant to this Order and all proceeds thereof, including insurance proceeds only until such time as Customer has

tendered payment in full to Supplier for such equipment. Customer hereby inevocably authmizes Supplier, at any time and from

time to time, to file financing statements to establish and maintain a valid, enforceable, perfected security interest as specified in

this Order without the signature of Customer, including any amendments thereto and continuations thereof.

ii.c) ..

STANDARD LIMITED PRODUCT WARRANTY. During the first ninety (90) days after delive1y of the Equipment (or the first

year after delivery, in the case of WAVE gaming machines), Supplier walT ants to Customer that the Equipment will be free from

defects in mate1ial and workmanship that materially and adversely affect the performance of the Equipment. Deviations from any

specifications or standards that do not materially affect the perfmmance ofthe Equipment are not considered to be defects in

materials or workmanship. Customer's sole and exclusive remedy in the event of defect is expressly limited to the adjustment,

repair, or replacement of defective pmis to retnrn the Equipment to good working condition, in the sole discretion of Supplier.

This walTanty is void if the Equipment or any part thereof is not installed, operated and maintained in accordance with Supplier's

product literatnre and manuals or is operated in violation oflaw. In addition, this wananty is void if the defective Equipment

and/or part (i) has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation by

Customer or on behalf of Customer (other than by Supplier), improper storage, or improper handling, (ii) has been repaired or

altered by persons other than Supplier, or (iii) has been used with any third party software or hardware which has not been

previously approved in writing by Supplier. The process for parts adjustment, repair or replacement under the foregoing wananty

is described in Supplier's RMA policy located on Supplier's customer suppmi web site.

ii.d)

CURRENCY. All cunency (including, without limitation, any credits granted) amounts stated in this Order are in U.S. Dollars.

All payments to Supplier are to be made in U.S. Dollars.

ii.e) ..

EGM PERFORMANCE WARRANTY. During the ninety (90) days after the delivery ofthe EGMs purchased hereunder, if any

such EGM fails to earn at least eighty percent (80%) of the rolling monthly slot machine gaming floor area average for the

Customer facility where such EGM is located for the same denomination and platfmm type (excluding any earnings for specialty

games such as wide area progressives, participation, and premium licensed EGMs), Customer may, as its sole and exclusive

remedy and at no charge to Customer, convert that EGM's game theme one (1) time to a different game theme of the same

categmy which is approved in Customer's gaming jurisdiction for use in the EGM. Customer agrees to provide Supplier with

wlitten notice requesting the conversion, including certification of the average that serves as the basis of any such game theme

conversion. Upon conversion of an EGM's game theme as set forth herein, Customer shall promptly retnrn the original game

theme components to Supplier.

Page 6 of 7

"Proprietary and Confidential"

Agreement may be signed in counterparts

Agreement will become binding upon signature by both parties.

Public Packet

Page 19 of 54

Exhibit A

Order#: 422442

Terms and Conditions

Oneida Nation dba Oneida Casino

Supplier

Signature:----------------

Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ____

Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___

Title:------------------

Title:-------------------

Date:------------------

Date:-----------------

Page 7 of 7

"Proprietary and Confidential"

Agreement may be signed in counterparts

Agreement will become binding upon signature by both parties.

Public Packet

Page 20 of 54

CONTRACT I PURCHASE APPROVAL REQUEST

Contacts

I Date

I Requested Review Date

10/262017

Requestor's Name

'I_D_A_V_E_E_M_E_R_S_O_N_ _ I

I 10/31/17

Requestor's Phone#

'I_X_3_2-12_ _ _ _ _ _ __

I'-B-us-in_e_s_sU-n-it_N_a_m_e_ _ l GAMING SLOTS

I Area Director

'I-B-u-si-n-es_s_U_n_i_t_N_u_m_b_e_r_l

1,---E-xe_c_u_tt-.v-e_R_e_p-re_s_e-nt_a_tJ_'v_e__ l LOUISE CORNELIUS

1205060

I FAWNE RASMUSSEN

Description of Contract (Include a summary of the contract as well as benefits associated from the contract)

KONAMI #JF-17-2511-S

16 GAMES

$262,869.76

$257,612.36 TOTAL SALES ORDER- IF PAID NET 30.

Terms o(tlte Contract

I Supplier Name

I KONAMI

.-----------

I Vendor Number

'I-It-em-(-s)_P_u_r-ch_a_s-ed---116 GAMES

I Budgeted Purchflse

Total Commitment

Trade-in I Book Value

I Shipping Costs

$262,869.76

NET 30 DAYS IS:

$257,612.36

I $2,400.00

CAPEXApproval

I CAP EX Line Item

1.---L-eg_a_I_R_e_v_ie_w_N_u_m_b_e_r_l

-C-o-nt-r-ac_t_S_t-ar_t_D_a_t_e-,-N_O_V_E_MB_E_R_2_0-17----~ Contract End Date

YES

I YES - N/A

I Auto-renewal clause

124420

.--N-O---X--1 If Yes, Notice Period

_A_T_P_UR_C_HA--SE

_ _ _ __

State~icense~~rrent

I~~~

ll~v

Ir u

(Gammg SpecifiC)

I~~~

I l~v I 1~/L-\.

I LLI

I ~~~.1206010.540.105000.

I LLI

1.-A-cc_o_u_nt_N_u_m_be-r---,

Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price)

Supplier Name

B-i-dd_e_r-#t--l'l-(O_N_ANU

_ _ _ _ _ _ _ _ _ _ __

I Bid Amount I Indian Preference

I Bidder #2

,---------------

Bidder #3

set,ectton criteria or sole source justification: KONAMI IS ONLY VENDOR WHO CAN

NATION WITH "LICENSED" KONAMI GAMES ..

Approval I Review Dates

Legal Review

Purchasing Review

Gaming Commission Review

Cap-Ex Committee Approval

Finance Committee Approval

*For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines.

Public Packet

Page 21 of 54

NAMI

KONAMI GAMING PURCHASE EQUIPMENT ORDER# JF-17-2511-S

Konami Gaming, Inc. ("Konami") agrees to provide Oneida Bingo & Casino ("Customer") located at 2020/2100 Airport Drive, Green Bay, WI 54155 with gaming

machines and/or associated software, accessories, parts, etc. (collectively, "Equipment") as specified in this Order, subject to the terms herein aod the attached standard

terms and conditions.

G ammg M ac h"mes

Quantity

Description

Concerto Slant Top: Black Finish with Chrome Trim, No Topper, BV, Prtnter,

No Coin Hardware, PT Bracket and Harness, Spacer andLCD Button Panel,

Concerto Stack: Black Finish with Chrome Trim, No Topper, BV, Prtnter,

Unit Purchase Price

Extended Purchase Price

$18,795.00

$150,360.00

$17,999.00

$143,992.00

$0.00

No Coin, PT Bracket and Harness and LCD Button Panel,

$0.00

Podium Trade In Credit

Promotional Credit

($2,500.00)

($15,000.00)

($56,000.00)

($3,500.00)

$223,352.00

Subtotal Equipment:

Discount:

12.0%

($26,802.24)

$196,549.76

SUBTOTAL EQUIPMENT

Software

Quantity

Description

Unit Purchase Price

Extended Purchase Price

$3,995.00

$63,920.00

Concerto Software Kits

$0.00

$63,920.00

Subtotal Software:

SUBTOTAL SOFTWARE

Accessories

Quantity

Unit Purchase Price

Description

Extended Purchase Price

$0.00

Subtotal Accessones:

$0.00

SUBTOTAL ACCESSORIES

$0.00

Other Charges (shipping, installation, training, etc.)

$2,400.00

TOTAL SALES ORDER

$262,869.76

TOTAL SALES ORDER- IF PAID NET 30 DAYS

$2S7,612.36

Applicable Discount:

O.Oo/o

Pricing set forth in the matrix above applies only to Purchase or Conversion-to-Purchase arrangements.

The Equipment is being ordered by Customer aod provided by Konami under a

Purchase

Participation

Daily-Fee

Trial

arrangement and is subject to the terms and conditions of (a) this Order form, (b) the attached standard terms and conditions and (c) the following special/additional

terms and conditions, if any (which shall take priority over any standard terms aod conditions which are inconsistent):

Game Performance \Varranty: The customer has one hundred eighty (ISO) days to convert to a like type game theme at no charge if the game theme initially

installed fails to perform at house/section average for that denomination, excluding specialty games such as WAP's, participation, and licensed property games.

The customer must return the original game theme kit to Konami Gaming to qualify for this program.

2%-Cash net 30

Signatures below will constitute acceptance of this Order aod the attached standard terms and conditions.

KONAI\H GAMING, INC.

CUSTOMER: Oneida Bingo & Casino

2020/2 I 00 Airport Drive,

Green Bay, WI 54155

By:

(Print name as signed above)

Title:

Date:

Please send completed form to Konami Sales Operations- Email: SalcsOperations!li,lwnamigaming.com, or Fax: 702-616-0930

Konami Standard Sales & Security Agreement-2010

**NOTE: Alterations, Additions and/or Deletions to this Agreement shall not be binding unless initialed by all parties**

Public Packet

NAMI

Page 22 of 54

KONAMI SALES & SECURITY AGREEMENT

Standard Terms and Conditions

Payment Terms:

Late Charge:

A late charge may be added to any amounts invoiced by Konami when Konami does not receive payment within the payment terms of the invoice. The late charge will be calculated at a rate of 1.5% of the

unpaid amount per month or 18% per year and will be considered due when invoiced by Konami.

Delivery Terms:

Unless other payment terms are specified in this Agreement, Customer understands and agrees that payment is due net thirty (30) days from invoice.

Konami will attempt to meet Customer's required delivery date, however time shall not be critical concerning any delivery date. Konami will not be held liable, or responsible for any delay or

failure to deliver all or any part of any order for any reason. Unless there is a written agreement stating otherwise, the means of delivery shall be determined by Konami. The Customer will be

responsible for and pay all shipping costs, which costs shall be billed separately on the Equipment invoice. Any risk of loss associated with the Equipment will be the responsibility of the

Customer upon release of the Equipment to the delivery service F.O.B. Konami's shipping dock, notwithstanding any provisions for payment of Equipment or insurance by Konami or the form

of the shipping documents. The terms and conditions stated in this Agreement shall prevail over any conflict in terms and conditions between any Purchase Order submitted by Customer and the

terms and conditions stated in this Agreement.

Customer has seventy-two (72) hours following delivery of Equipment hereunder to give Konami written notice of any claimed defect in such Equipment (other than latent defects not discovered

by the Customer). Customer agrees that such notice period is reasonable. Failure to give timely notice as herein provided shall be deemed irrevocable acceptance of such Equipment. No

nonconformity or defect in any lot or installment of Equipment shall constitute grounds for claiming breach of the entire Agreement, and any lots or installments whose conformity Customer

does not dispute shall be paid for in accordance with the terms and conditions of this Agreement regardless of any dispute concerning other shipments or installments. Konami reserves the right

to cure, by repair or replacement, any defects within a reasonable period of time after receiving written notice of such defects from the Customer.

Cancellations: Gaming Machines orders can be cancelled only under the condition that Customer agrees to pay Konami for completed work allocated to Customer's order at time of receipt by Konami of the

cancellation notice, along with (a) all costs, direct and indirect for work in progress, and (b) costs resulting from the cancellation, and (c) a reasonable profit to Konami, not to exceed 10% of the total costs

incurred by Konami.

Restocking Charges:

Konami considers all sales to be final, and will not accept the return of Equipment purchased in this Agreement. However, should Customer request to return Equipment or a portion of the Equipment ordered

prior to installation, and should Konami agree to an exception and accept said Equipment as returned items, a restocking fee of25% of the purchase price of the returned Equipment may apply, at Konami's sole

discretion. Konami would identifY such restocking fee when and if it becomes an issue.

Intellectual Property:

Konami owns or has a license to use the intellectual property associated with the Equipment. Customer is hereby granted a site specific and non-exclusive, royalty-free, non-assignable, non-sub licensable, nontransferable license to use the intellectual property embodied in or represented by computer software, firmware, hardware, the mechanical components, technical manuals and the design, artwork, names and

marks contained in the equipment or supplied as spare parts by Konami under this Agreement. Customer agrees that such intellectual property is proprietary to Konami and that all right, title and ownership

interest therein shall remain vested with Konami. Customer shall not copy or reproduce any Konami intellectual property, nor shall Customer attempt to transfer, assign or disclose the intellectual property to

any third party without Konami's prior written consent. In addition to any other remedy available to Konami, Customer agrees: a) Konami may seek and obtain injunctive relief against the breach or threatened

breach of this Agreement and may recover attorneys' fees and costs of any action to enforce the provisions of this Agreement; and b) Konami may terminate Customer's license if Customer fails to comply with

any term or condition hereof. This license shall also terminate at such time as Customer shall permanently cease to use the Equipment.

Indemnification for Infringement. Konami will defend or settle, at Konami's option and expense, any legal proceeding brought against Customer to the extent that it is based on a claim that the Equipment

infringes a trademark, copyright or currently issued U.S. Patent of a third-party if Customer gives prompt written notice of the claim to Konami whether or not litigation or other proceeding has been filed or

served, gives Konarni sole control of the defense and settlement of the claim, provides to Konami all available information and assistance, and has not compromised or settled such claim. If the Equipment is

found to infringe a trademark, copyright or currently issued U.S. Patent, Konami will at Konami's discretion: (i) obtain for Customer the right to use the Equipment; (ii) replace the Equipment with noninfringing Equipment; (iii) modify the Equipment so that it becomes non-infringing; or, if none of the above alternatives is available, (iv) remove the infringing Equipment and terminate this Agreement.

Konami has no obligation under this Section for any claim which results from (i) use of the Equipment in combination with any Equipment not provided by Konami, (ii) Konami's compliance with designs or

specifications of Customer, or (iii) modification or alteration of the Equipment by Customer or Customer's agents, contractors, or affiliates without Konami's consent. ANY l\'IODIFICATIONS OR

ALTERATIONS MADE TO KONAIVIT EQUIPMENT WITHOUT KONAMI'S CONSENT IS DONE AT THE SOLE RISK OF CUSTOMER. This Section states the entire liability ofKonami and

the exclusive remedies of Customer for any and all claims of infringement of any type.

Indemnification. Except for claims arising under Section 7 (Indemnification for Infringement) or caused solely by Konami's acts or omissions, Customer will indemnify Konami from and against all claims,

liabilities, damages and costs (including legal fees and costs) relating to (i) Customer's use of Equipment; (ii) any acts or omission of Customer; or (iii) for any claim which results from (a) use of the

Equipment in combination with any Equipment not provided by Konami, (b) Konami's compliance with designs or specifications of Customer, or (c) modification or alteration of the Equipment without

Konami's consent.

Title Ownership and Security Interests:

Title to and ownership of the Equipment shall remain solely in Konami until such time as all amounts owed by Customer to Konami pursuant to this Agreement and any associated financing

agreement are paid in full, at which time title and ownership shall transfer to Customer.

In addition to and to the fullest extent not in conflict with subsection (a) above, Konami shall also retain and Customer grants Konami a full purchase money security interest in the Equipment

(collectively, the "Collateral") to secure the prompt and timely payment by Customer of all sums required pursuant to this Agreement and any associated financing agreement and the complete

performance by Customer of all of the obligations outlined in this Agreement when due. Customer acknowledges that Konami shall have the right to file UCC-1 statements or equivalent forms

regarding the Collateral, and Customer shall also execute any additional UCC-1 or equivalent fonns as may be necessary upon request by KONAMI. In the event that any default should occur,

Konami shall have the rights provided to Konami in the Uniform Commercial Code and all other rights and remedies available under law, including the right to take possession of the equipment.

Customer shall keep the Collateral at Location, fully insured at all times, and in good condition and repair from the time of delivery at the F.O.B delivery point until the Collateral has been paid

in full.

In addition, until such time as all amounts owed by Customer to Konami pursuant to this Agreement and any associated financing agreement are paid in full:

Customer shall not affix the Collateral to any real estate in such a way that it may be deemed a fixture thereto; nonetheless, the Equipment are and shall remain personal property

even if installed in or attached to real property;

10.

ii.

Customer shalt keep the Collateral free and clear at all times from all claims, levies, liens, encumbrances and process, and any act of Customer purporting to create such a claim,

levy, lien, or encumbrance shall be void;

iii.

Customer shall give Konami immediate notice of any such attachment or other judicial process affecting any article of Collateral hereunder; and,

iv.

Customer shall not pledge, lend, create a security interest in, sublet or part with possession of the Equipment or any part there~f or attempt in any manner to transfer, assign, or

dispose of the Collateral, or remove the Collateral or any part thereof, from the Premises.

if Customer breaches this Agreement, files bankruptcy, ceases doing business at the location, or loses any license necessary to operate the business, Konami may enter the

Premises and remove the Collateral, in addition to enforcing any other remedy.

vi.

Customer shall make no representation in any venue or to any third party, nor take any position in any legal or administrative proceeding, which is inconsistent with Konami's

rights and interests as expressed herein.

WARRANTY AND DISCLAIMER OF ALL OTHER WARRANTIES AND REPRESENTATIONS.

\Varranty: Konami warrants that for a period of90-days following installation, new Equipment sold hereunder will be free from defects and in good working order. Customer's sole and exclusive remedy in the

event of defect is expressly limited to the restoration of the Equipment to good working condition by adjustment, repair or replacement of defective parts, at Konami 1s election. Machines, equipment and other

products not manufactured by Konami but documented on the Agreement are excluded from this warranty, except as specifically provided in this Agreement.

THE EXPRESS WARRANTIES AND EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE IN LIEU OF, AND KONAMI DISCLAIMS, ANY AND ALL OTHER

WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE EQUIP~IENT OR ANY PART THEREOF,

INCLUDING ANY AND ALL ll\IPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEJ\IENT, l\IERCHANTABILITY, OR FITNESS OR SUITABILITY FOR A

PARTICULAR OR ANY PURPOSE (WHETHER OR NOT KONAMI KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH

PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE INDUSTRY, OR BY COURSE OF DEALING. IN ADDITION, KONA~ll

EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE EQUIPMENT OR ANY PART

THEREOF. THE LIABILITY OF KONAMI AND THE MANUFACTURER OF THE NOTE ACCEPTOR WHICH l\IAY BE INCLUDED IN THE MACHINES AND/OR EQUIPMENT

Konami Standard Sales & Security Agreement-2010

**NOTE: Alterations, Additions and/or Deletions to this Agreement shall not be binding unless initialed by all parties**

Public Packet

Page 23 of 54

INSTALLED HEREUNDER, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE FAIR MARKET VALUE OF

THE NOTE ACCEPTOR, AND UNDER NO CIRCUMSTANCES SHALL KONAl\H OR THE MANUFACTURER OF THE NOTE ACCEPTOR BE LIABLE FOR SPECIAL, INDIRECT, OR

CONSEQUENTIAL DAMAGES. NEITHER KONAl\H NOR THE l\IANUFACTURER OF THE NOTE ACCEPTOR SHALL BE LIABLE IN ANY RESPECT FOR THE ACCEPTANCE OF

COUNTERFEITS AND/OR FRAUDULENT MATERIALS. ANY UNAUTHORIZED l\!ODIFICATION, ALTERATION, OR REVISION OF ALL OR ANY PORTION OF THE EQUIPMENT,

SHALL CAUSE ANY WARRANTY NOT DEEMED TO HAVE BEEN DISCLAIMED ABOVE TO BE NULL AND VOID.

KONAl\H, ITS AFFILIATES, SUBSIDIARIES,

REPRESENTATIVES, AND AGENTS l\IAKE NO OTHER WARRANTY, EXPRESS OR ll\IPLIED.

II.

EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAl\IAGES. INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER

ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING

RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAl\IAGES OF ANY KIND- INCLUDING

LOST PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY -AS A RESULT OF BREACH OF ANY WARRANTY

OR OTHER TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN

FACT KNEW OF THE POSSIBILITY THEREOF.

12.

Maximum Aggregate Liability Independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this agreement, in no event shall Konami's aggregate

liability to customer (including liability to any person or persons whose claim or claims are based on or derived from a right or rights claimed or claimable by customer), with respect to any and all claims at any

and all times arising from or related to the subject matter of this agreement, in contract, tort, or otherwise, exceed the total amount paid under this Agreement by Customer to Konami within the most recent 6month period, plus interest computed as of the date of any final judgment against KonamL

13.

Privileged Licenses. Customer and Konami each acknowledge that the other party hereto, and its parent company, subsidiaries and affiliates, are businesses that are or may be subject to and exist because of

privileged licenses issued by governmental or tribal authorities. If requested to do so by the other party (the nrequesting party11 ), each party (the 11requested party") shall obtain any license, qualification,

clearance or the like which shall be requested or required of it by the requesting party or any regulatory authority having jurisdiction over this Agreement or the requesting party or the requested party, or their

respective parent company, subsidiaries or affiliates. If the requested party fails to satisfy such requirement or if the requesting party, its parent company, subsidiaries or affiliates, is directed to cease business

with the requested party by any such authority, or if the requesting party shall in good faith determine, in the requesting party's sole and exclusive judgment, that the requested party, or any of its officers,

directors, employees, agents, designees or representatives, (a) is or might be engaged in, or is about to be engaged in, any activity or activities, or (b) was or is involved in any relationship, either of which

could or does jeopardize the requesting party's business or such licenses, or those of the requesting party's parent company, subsidiaries or affiliates, or if any such license is threatened to be, or is, denied,

curtailed, suspended or revoked, this Agreement may be terminated by the requesting party without liability to either party. In addition, Customer and Konami each hereby acknowledges that it is illegal for a

denied license applicant or a revoked licensee {pursuant to the laws, rules and regulations of the Nevada and other gaming authorities), or a business organization under the control of a denied license applicant

or a revoked licensee, to enter into, or attempt to enter into, a contract with the other party without the prior approval of the appropriate gaming authorities. Customer and Konami each hereby affirms,

represents and warrants to the other party that it is not a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee, and

Customer and Konami Gaming each hereby agrees that this Agreement is subject to immediate termination by the other party (without any liability to either party) if it should become a denied license applicant,

a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee.

14.

Representation \Varranties and Covenants ofKonami and Customer. Customer and Konami represent, warrant, and covenant that:

15.

16.

Customer and Konami are duly organized, validly existing and in good standing under the laws of the jurisdiction governing its formation.

Customer and Konami have the essential authority and 1icense(s) to purchase, operate, or sell as applicable, the Equipment outlined in this Agreement in accordance with applicable laws.

Customer warrants that the Equipment will only be used for lawful purposes in lawful locations.

The making, execution and performance by Customer and Konami of this Agreement have been duly authorized by and are not in conflict with Customer's or Konami's governing documents.

The representatives of Customer and Konami executing this Agreement have been properly authorized to execute such documents, and Customer and Konami have been legally and appropriately

identified by their lawful name in this Agreement.

General Terms and Conditions·

This Agreement constitutes the entire understanding between the parties with regard to the subject matter of this Agreement. There are no other understandings, expressed or implied, written or

oral.

This Agreement may not be modified, and no provision herein shall be waived, except by a written instrument signed by both parties.

No waiver of any term or condition shall be deemed to waive that term or condition on a future occasion or any other term or condition, unless explicitly stated with a written instrument

representing the waiver.

The illegality or unenforceability of any provision of this Agreement shall not affect the validity and enforceability of any legal and enforceable provisions thereof.

This agreement and all terms and conditions shall be interpreted in accordance with the laws of the state of Wisconsin.

This Agreement is subject to, and contingent upon the approval by Konami of, Customer's financiaUcredit data (as requested by Konami).

In the case of any controversy or claim arising out of or relating to this Agreement, or with respect to a breach thereof, the Parties first shall seek to solve such matter amicably through

discussions between the Parties, then, if necessary, by means ofnonMbinding mediation.

Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its control, including

any act of God, the elements, earthquakes, floods, fires, actions or decrees of governmental bodies, failure or delays in transportation or communications, or any act or failure to act by the other

party, provided, however, that lack of funds shall not be deemed to be a reason beyond a party's control.

TicketMin!ficket-out Functionality. Customer acknowledges the below:

"Whereas KONA1vll is a preferred Licensee under the IGT Cashless Licensing Agreement Customer shall initial the statement below in acknowledgement (as required in KGI's agreement with IGT) of

having read same.

Each gaming machine leased hereunder with cashless capability (a "Licensed Cashless Gaming Machine") is provided under a limited license to one or more of the following U.S. Patent Nos.

5,290,033; 5,265,874; 5,429,361; 5,470,079; 6,048,269; 6,729,957; 6,729,958; 6,736,725 and 7,275,991, as well as any continuations, continuations-in-part, divisionals, reissues, reexaminations,

and foreign counterparts thereof Any use of a Licensed Cashless Gaming Machine constitutes the acknowledgement of and agreement to the following "Limited License":

Licensed Cashless Gaming Machine License Rights. Licensed Cashless Gaming Machines are licensed for use solely i) in connection with a cashless gaming system that is

separately licensed under these patents (a "Licensed Cashless Gaming System") or ii) on a standalone basis (not connected to a cashless gaming system). The use of a Licensed

Cashless Gaming Machine with an unlicensed gaming system that has cashless capability is an unlicensed use.

Other License Limitations. Each Limited License is expressly limited to the original Licensed Cashless Gaming Machine (i.e., one serial number per license) and personal to the

original customer location. A license may not be transferred from one gaming machine to another or from one customer (e.g., casino) to another. Any unauthorized transfer voids

this license.

Permitted Transfers to Affiliated Properties for purchased gaming machines. For those games purchased by Customer, upon payment of a transfer fee (which fee is $0 per gaming

machine per transfer- and is subject to change by written notification), a customer may obtain authorization to transfer a Licensed Cashless Gaming Machine between Affiliated

Properties by obtaining a transfer authorization certificate from IGT. For purposes of this Limited License, Aft1liated Properties are properties with a common owner who has a

majority interest in both properties. Customer shall not move any games under this Agreement between locations without prior notice to and approval from KONAMI."

Initials

Customer also acknowledges that if it orders KGI Machines without Ticket-infficketMout functionality and/or with such functionality disabled, then it shall not attempt to retrofit or otherwise enable

such functionality without both (a) notice to and written approval by KGI and (b) payment of the required license fee.

Initials

Customer also acknowledges that the Ticket Min/Ticket-out functionality license on purchased games is specific to Customer, and that said license cannot be transferred or sublicensed by Customer

without the payment of the current license fee ($1000/machine).

Konami Standard Sales & Security Agreement-2010

**NOTE: Alterations, Additions and/or Deletions to this Agreement shall not be binding unless initialed by all parties**

Public Packet

17.

Page 24 of 54

Initials

Nothing in this contract shall be considered a waiver of the Tribe's sovereign immunity.

Konami Standard Sales & Security Agreement-2010

**NOTE: Alterations, Additions and/or Deletions to this Agreement shall not be binding unless initialed by all parties**

Public Packet

Page 25 of 54

CONTRACT I PURCHASE APPROVAL REQUEST

Contacts

I Date

10/27/2017

I Requestor's Name

I Requested Review Date

11/1/17

l'x_3_2-12_ _ _ _ _ _ __

'I_D_A_V_E_E_M_E_R_S_O_N_ _ I Requestor's Phone#

'I-B-us-in_e_s_s-U-n-it_N_a_m_e_ _ l GAMING SLOTS

-B-u-si-n-es_s_U_n_i_t_N_u_m_b_e_r_l 1205060

I Area Director

I FAWNE RASMUSSEN

-E-xe_c_u_ti-.v-e_R_e_p-re_s_e-nt_a_ti-.v-e--1 LOUISE CORNELIUS

Description of Contract (Include a summary of the contract as well as benefits associated from the contract)

IGT #1126011

22 GAMES+ 20 GAMES AT NO CHARGE= 42 GAMES TOTAL

$358,992.75

Terms ofthe Contract

I Supplier Name

I Item(s) Purchased

I Total Commitment

I Shipping Costs

I Contract Start Date

I Auto-renewal clause

I IGT

122 GAMES

20 GAMES, NO CHARGE

1 $358,992.75

1 $4,5oo.oo

I Vendor Number

1 115636

I Budgeted Purchase

I YES -X

I Trade-in I Book Value I

I Legal Review Number I

I Contract End Date

I AT PURCHASE

I NOVEMBER2017

I YES I NO-X

I If Yes, Notice Period I

I CAP EX Approval

FsFFI

I CAP EX Line Item

I 001.1206010.540.105000.

I Account Number

State ~icense ~~rrent

(Gammg Specific)

000

FFF

Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price)

I Bid Amount I Indian Preference I Sole Source

1,-----1

1 ---------1

1.------

Supplier Name

B-id-d-er_#_l_l IGT

r-1

I Bidder#2

I Bidder #3

Summary of selection criteria or sole source justification: IGT IS ONLY VENDOR WHO CAN SUPPLY

I THE ONEIDA NATION WITH "LICENSED" IGT GAMES..

Approval I Review Dates

Legal Review

Purchasing Review

Gaming Commission Review

Cap-Ex Committee Approval

Finance Committee Approval

*For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines.

Public Packet

Q.~ IGT

Page 26 of 54

9295 Prototype Drive

Reno, NV 89521

ORDER DETAIL

Sales Order#

1126011

Print date: 10/26/2017

14:45:25

Sold To: 3101741

Ship To: 3201455

Oneida Casino

P.O. Box 365

Oneida Gaming Warehouse

2170 Airport Drive

Green Bay WI 54313

Oneida WI 54155-0365

Page 1 of 4

Installed At: 3101741

Oneida Casino

2020 Airport Dr

Green Bay WI 54313-5538

Legal Name:

Oneida Nation

Account Manager:

Billing Terms:

Document Type:

Customer Purchase Order:

lncoterms:

Currency:

Carrier:

Order Date:

Ralph Marvin

Net30

Sale

Ref#

Qty

Description

Unit Price

100

MACHINE: S3000

17,999.00

Ticket Tray

Subtotal (Options)

Theme

Machine Gross Disc %

Total

Disc%

FOB - IGT Facility of Origin

USD

10/26/2017

Unit Disc.

Unit Net Price

Extended Price

17,999.00

269,985.00

15.00

225.00

2,995.00

44,925.00

5,252.25-

2,995.00

5,252.25-

15,756.75

236,351.25

25.00021,009.00

78,783.75-

New, Midnight Black Wrinkle, Black Chrome, PT Ready I No PT, Bally SOS /View PT Ready, Future Logic Gen 5 (USBINTPLX),

/Vision, EZ-Pay Installed (No Hopper), $1 Insert, Chop TB, Yes High Limit

3000

TPL STRIKE 3R9L ASC

MACHINE: CRYSTAL CURVE

Ticket Tray

Subtotal (Options)

Theme

Machine Gross Disc %

Total

24,000.00

96,000.00

15.00

60.00

3,995.00

7,002.50-

3,995.00

7,002.50-

15,980.00

28,010.00-

7,002.50-

21,007.50

84,030.00

25.00028,010.00

New, Midnight Black Wrinkle, Shadow Sand, WILD FURY JACKPOTS ASC, PT Ready I No PT, Bally SOS /View PT Ready, Future

Logic Gen 5 (USBINTPLX), /Vision, EZ-Pay Installed (No Hopper), US 1¢ Insert, 41" Curve TB

6000

WILD FURY JACKPOTS ASC

MACHINE: UN IV LCD SLANT USED

AVP 3.0Me Premium Electronics

12,999.00

500.00

25.000-

3,249.75-

9,749.25

29,247.75

Public Packet

Q IGT

~·':

Ref#

Qty

Page 27 of 54

9295 Prototype Drive

Reno, NV 89521

ORDER DETAIL

Sales Order#

1126011

Print date: 10/26/2017

14:45:25

Page 2 of 4

Description

Unit Price

Disc%

Unit Disc.

Unit Net Price

Extended Pric

Subtotal (Options)

Theme

Standard Button

500.00

2,995.00

1,000.00-

25.00025.000-

125.00748.75-

375.00

2,246.25

1,000.00-

1,125.00

6,738.75

3,000.00-

4,123.50-

11,370.50

34,111.50

Total

15,494.00

Used, Midnight Black Wrinkle, Bronze, GK 8.3 A VP, PT Ready I No PT, Bally SDS !View PT Ready, Future Logic Gen 5 (USB/

NTPLX), /Vision, EZ-Pay Installed (No Hopper), 14" Top Box, No Landscape

10000

GK8.3AVP

MACHINE: S3000

New, Midnight Black Wrinkle, Black Chrome, PT Ready I No PT, Bally SDS /View PT Ready, Future Logic Gen 5 (USBINTPLX),

/Vision, EZ-Pay Installed (No Hopper), $1 Insert, Chop TB, Yes High Limit

30000

MACHINE: CRYSTAL CURVE

New, Midnight Black Wrinkle, Shadow Sand, WILD FURY JACKPOTS ASC, PT Ready I No PT, Bally SDS /View PT Ready, Future

Logic Gen 5 (USB/NTPLX), /Vision, EZ-Pay Installed (No Hopper), US 1¢ Insert, 41" CuNe TB

60000

MACHINE: UN IV LCD SLANT USED

Used, Midnight Black Wrinkle, Bronze, GK 8.3 AVP, PT Ready I No PT, Bally SDS /View PT Ready, Future Logic Gen 5 (USB/

NTPLX), /Vision, EZ-Pay Installed (No Hopper), 14" Top Box, No Landscape

Order Comments

(30) S3000 (8) CRYSTAL CURVE (4) UNIV_LCD_SLANT REFURB

PERFORMANCE GUARANTEE:

Customer may, in its sole discretion, convert one or more AVP or ASCENT game theme(s) or conversion(s) purchased or placed pursuant to this

Order to a different game theme one time within 180 days after the invoice date of the AVP or ASCENT game or conversion identified herein. Such

conversions shall be at no cost to Customer provided each conversion is of equal or lesser value to the original game theme; if not, Customer may

purchase such conversion by paying the difference in price. Each "Conversion" shall consist of the game software only for a game theme offered

by IGT. This offer does not include multigame bundles or participation machines. If this is an International or Dynamic multigame package,

Customer may swap out one (1) theme in the bundle, one time, within 180 days.

As a condition of converting the game theme, Customer must return the original licensed dongle to IGT. If IGT does not receive the original

licensed dongle within 60 days of shipping the Conversion, Customer will be invoiced for the Conversion.

The original game theme may not be used in another one of Customer's gaming devices and may not be resold, licensed or used or left in a

condition capable of being used or copied by Customer or a third party. Conversions may not be used to convert Customer's preexisting machines

that were not purchased or placed pursuant to this Order. All Conversions are subject to all applicable regulatory approvals. Customer shall be

solely responsible for any and all shipping costs, applicable taxes, memory upgrades, daily fees, royalty fees and third party license fees. Any

applicable royalties or license fees shall be due and payable by Customer prior to the delivery and installation of any Conversion. Failure to return

the original dongle shall be a violation of Customer's license for the Conversion and for the original game theme, and any use of the original game

Public Packet

J~ IGT

~~~

Ref#

Qty

Page 28 of 54

9295 Prototype Drive

Reno, NV 89521

Description

Unit Price

ORDER DETAIL

Sales Order#

1126011

Print date: 10/26/2017

14:45:25

Disc%

Unit Disc.

Page 3 of 4

Unit Net Price

Extended Price

theme by Customer or any third party after receipt of the Conversion shall also be considered a breach of the Customer's license agreements for

the Conversion and for the original game ~heme and shall constitute infringement of all applicable intellectual property rights of IGT, including

without limitation, all copyright rights in the original game theme and Conversion. Customer shall not be relieved of any of its license obligations or

conditions and shall be held strictly liable for any illegal or unauthorized use of the original game theme's glass, software, and inserts, as applicable.

Standard installation is available 60 calendar days after receipt of signed order. Please provide preferred installation date at the time of order

submission. Changes to orders in process may affect delivery date. This quote will expire 90 days after receipt by customer. After 90 days, pricing

and availability are subject to review.

Customer Requested Delivery Date: _ _ _ _ _ __

Planned Operational Date:._ _ _ _ _ _ _ _ __

***

The below customer profile information is utilized for your machine build orders. Please review and ensure it is accurate, if you find discrepancies

please work through your Account Manager to have your profile updated.

Printer: Future Logic Gen5 (USB/NTPLX)

Player Tracking: Bally SDS !View PT Ready

Bill Acceptor: JCM !Vision

For the Sale of Machines and Equipment:

The new or used equipment sold pursuant to this order is governed by the general terms and conditions reflected in the Equipment Standard Terms

and Conditions Agreement dated November 10, 2011 which are incorporated herein by reference.

Summary · Machines

MACHINE: S3000

MACHINE: CRYSTAL CURVE

MACHINE: UNIV LCD SLANT USED

Total Machines

Public Packet

IGT

Ref#

Qty

Page 29 of 54

9295 Prototype Drive

Reno, NV 89521

Unit Price

Description

ORDER DETAIL

Sales Order#

1126011

Print date: 10/26/2017

14:45:25

Unit Disc.

Disc%

Page 4 of 4

Unit Net Price

Extended Price

473,657.00

119,164.254,500.00

Gross Sales

Discounts

Shipping Charges

358,992.75

Subtotal

358,992.75

0.00

Subtotal Non-taxable

Subtotal Taxable

Tax

0.00

358,992.75

Total USD

Pricing may include license fees. However, no discounts are applied to license fees.

Discounts are calculated on a per line item basis, so slight rounding difference may occur.

Customer acknowledges and agrees to the terms and conditions of any applicable license terms which are located here:

http://support.igt.com/apps/support-global-eula.aspx

Parties hereto agree that the execution of a facsimile of this order shall have the same force and effect as an executed original and shall

be binding upon the parties hereto. Each party may rely upon an electronic or facsimile signature of the other.

By Signature below, I here by acknowledge my understanding of the terms and conditions as set forth on the attached sheets or as

signed previously.

1\t~ - v~

/~-7

,/I

Customer Signature

Date

~-'

Authoied IG Signature

10/27/17

Date

Public Packet

Page 30 of 54

CONTRACT I PURCHASE APPROVAL REQUEST

Contacts

I Date

I Requested Review Date

10/262017

I Requestor's Name

I 10/31/17

'I_D_A_V_E_E_M_E_R_S_O_N_ _ I Requestor's Phone#

'I-B-u-si-n-es_s_U_n_i_t_N_a_m_e_ _ l GAMING SLOTS

I'_X_3_2-12_ _ _ _ _ _ __

I Area Director

I'-B-u-si-n-es_s_U_n_i_t_N_u_m_b_e_r_l 1205060

FAWNE RASMUSSEN

lr--E-xe_c_u_ti-.v-e_R_e_p-re_s_e-nt_a_ti_'v-e--1 LOUISE CORNELIUS

Description of Contract (Include a summary of the contract as well as benefits associated from the contract)

INCREDIBLE TECHNOLOGIES EOA #OC-20170828-CM

(4) LEASE GAMES

(6) PURCHASE GAMES

Terms o(the Contract

Supplier Name

INCREDIBLE

Vendor Number

1137043

TECHNOLOGIES

,1-t-em-(s_)_P_u-rc_h_a-se_d_ _ r--4-L_E_A_S_E_G_AME

_ _S_@

_ _ _ ,.B-ud_g_e-te_d_P_u_r-ch_a_s_e- - r- S

N/A ~0-

$50/DAY/GAME

6 PURCHASE GAMES@

$124,440.00

I Total Commitment

I Shipping Costs

I $124,440.00

I TO BE INVOICED

I Trade-in I Book Value

I Legal Review Number

'I_C_o_n-tr-a-ct_S_t_a-rt-D-at_e__ l NOVEMBER 2017

I Auto-renewalclause

CAP EX Approval

CAP EX Line Item

I Contract End Date

I YES

I NO-X I IfYes,NoticePeriod

I YES ~ ~ State License Current

I ~v

(Gaming Specific)

PURCHASE GAMES

001.1206010.540.105000.

000

.-----------Account Number

FFF

LEASEGAMES

001.1206020.540.705203.

000

Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price)

Supplier Name

Bid Amount

r-1B-i-dd_e_r-#t-,.1IN_C_RE_D_IB_L_E_T_E_C_H_N_O-LO_G_I_E_S_ _ _

I Bidder#2

I Bidder #3

I Indian Preference I Sole Source

1.-------~

I.----

Summary of selection criteria or sole source justification: INCREDIBLE TECHNOLOGIES IS ONLY

VENDOR WHO CAN SUPPLY THE ONEIDA NATION WITH "LICENSED" INCREDIBLE TECH

GAMES ..

Approval I Review Dates

Legal Review

Purchasing Review

Gaming Commission Review

Cap-Ex Committee Approval

Finance Committee Approval

*For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines.

Public Packet

Page 31 of 54

Incredible Technologies

200 Corporate Woods Parkway

Vernon Hills, IL 60061

Phone: (847) 870-7027 Fax: (847) 454-9156

www.itsgarnes.com

EGM Order Ac~nowledgment

:~6it6fiiJ~ i Oneida Nation

)C'"']mit~:[:c;] oneida T>lbe-oHndia:ftS<"Cf-Wi5€en-

8/28/2017

P.o. Box 365

Oneida, WI 54160

:fr!~t~~f~ ~;;~d=i::~::ehouse

Green Bay, WI 54313

Oneida casino

Employee Entrance Security Booth

2020 Airport Dr.

l"'~i?Qht;:,tsoi?'.i,$I:#i;l

j,:c;~,;:~~>h:.N/A'fi ,":~;-I

Infinity Skybox Daily Fee: $50 per day per EGM plus applicable taxes

1- :· ' 'C- ~iax-¥Esttma1~1

, c~ ltEsiimat~lifol:all

Special Terms and Conditions:

1) This EOA incorporates the terms of the EGM Sales Agreement between the parties executed on or about January 311 2011 as well as any addendums thereto.

2)To the extent that the terms between the EGM Sales Agreement referred to above and this document differ, this document shall govern.

3) Absent reasonable evidence of exemption torrs satisfaction, all transactional taxes will be added ~t time of invoice including sales tax~ use tax or lease tax as applicable.

4) Freight amounts hall be determined on or about the time of shipment, unless otherwise indicated abOve.

5) For Infinity Skybox, beginning with the 1st day of operation, Customer shall pay IT a Daily Fee equal to $50 per day per EGM. Daily Fee payment shall be

due pursuant to the terms of the invoice issued by IT.

6) For Infinity U23, payment terms shall be Net 30. Discounts, if any, including early payment/term discounts, apply only to Une 5 above.

7) Theme Guarantee provides for one no charge theme replacement every 90 days, should the then existing theme be earning less than floor average In the preceding 30 days.

8) For Infinity U23, Theme Guarantee is 12 Months.

9) Infinity U23 Cabinet Warranty is 90 Days.

10)The pricing contained In the EOAis a limited time G2E Show Special Offer (the "Show Special Pricing"). The Show Special Pricing is valid only if this EOAis executed

by the parties no later than October 31, 2017.

11} Notwithstanding the foregoing, in no event shall the above~referenced EGM be delivered to the Customer prior to October 1, 2017

By my signature below I agree on behalf of Purchaser to the terms above:

Signature

Printed Name and Title

By my signature below I accept on behalf of IT the terms above:

Date

James M. Dare, coo

__}__}

Signature

Printed Name and Title

Rev 08.23.2017

NOT A SEPARATE OFFER TO BUY OR TRANSFER EGM

Date

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ATTACHMENT "A" to EOA# OC-20170828-CM

RIDER TO GAMING RELATED CONTRACT

This is a Rider to the attached agreement entered into between the Oneida Nation and

Incredible Technologies, Inc.

(the "Contractor") for the services and/or equipment identified in EOA#OC-20170828-CM. The Contractor

agrees that nothing contained in these agreements shall be construed as a waiver of any of the Oneida

Nation's legal defenses.

The Contractor agrees that the contract shall be tenninated if, during the term of the contract or

any extension thereof, the Contractor's certificate under Section VII of the Oneida Nation/State of Wisconsin

Gaming Compact of 1991 (Compact) is revoked by the Oneida Gaming Commission, Lottery Board,

Wisconsin Gaming Commission, or other body so designated by the State of Wisconsin. The contract is subject

to the provisions of the Compact and the Contractor shall comply with the Compact and all Oneida Nation

laws, ordinances and regulations. A certificate issued under Section VII of the Compact shall not constitute a

prope1iy interest under Oneida, state or federal law.

The Contractor shall not permit nor employ any person in the course of performance under the contract,

if that person:

1. Has been convicted of, or entered a plea of guilty or no contest to, any of the following, unless the

person has been pardoned or the Oneida Business Committee waives such restriction by legislative

resolution after the applicant or employee has demonstrated to the Council evidence of sufficient

rehabilitation and present fitness.

a. A felony, other than a felony conviction for an offense under subdiv. b., c. or d., during the

immediately preceding 10 years.

b. Any gambling - related offense.

c. Fraud or misrepresentation in any connection.

d. A violation of any provision of chs. 562 or 565, Wis. Stats., a rule promulgated by the Lottery

Board, Wisconsin Racing Board, or other gaming regulatory body of the State of Wisconsin, or

an ordinance of the Oneida Nation regulating or prohibiting gaming.

2. Has been determined by the Oneida Nation to be a person whose prior activities, criminal record if any,

or reputation, habits, and associations pose a threat to the public interest or to the effective regulation and

control of gaming, or create or enhance the dangers of unsuitable, unfair, or illegal practices, methods, or

activities in the operation of gaming or the carrying on of the business and financial anangements

incidental thereto.

The Contractor shall not employ any person who is employed by the Oneida Nation in the conduct of

gaming under the Compact and the Contractor warrants that no person employed by the Oneida Nation in the

conduct of gaming under the Compact has a direct or indirect interest in the contract.

In the event the contract is for the purchase or use of electronic games of chance, the Contractor warrants

and represents that each electronic game of chance placed in the Oneida Nation gaming facility:

1. Conforms precisely to the exact specifications of the electronic game of chance prototype tested and

approved by the gaming test laboratory; in accordance with Section XV of the Compact and

2. Operates and plays in accordance with .the technical standards prescribed in section XV of the

Compact.

ACCEPTED AND AGREED TO:

By:

Date:

'affieJatlles M. Dore

Title ~~~-----------------------COO

Address Incredible Technologies, Inc.

200 Corporate Woods Parkway

Vern on Hills, IL 60061

Rev. 04-2016

09.11.2017

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CONSULTANT/CONTRACTOR

CONFLICT OF INTEREST

DISCLOSURE FORM

James M. Dore

, on behalf of

Incredible Technologies, Inc.

the "Contractor"), declare this to be a full and complete disclosure of all conflicts of interest with the

Oneida Nation. Conflict of interest means any interest, whether it be personal, financial, political, or

otherwise, that conflicts with any right of the Oneida Nation to property, information, or any other right to

own and operate its enterprises, free from undisclosed competition or other violation of such rights of the

Oneida Nation. Therefore, I affirm to the best of my knowledge the following:

The Contractor

is not

an employee of the Oneida Nation. (Must include job description

if employee of the Oneida Nation.)

The Contractor is neither presently involved in, nor is it contemplating any legal actions against the

Oneida Nation.

The Contractor is not presently involved in any activity or has any outside interests that conflict or

suggest a potential conflict with the Oneida Nation.

The Contractor is neither involved in nor does it own any business investments which are related to

or connected with the Oneida Nation, its programs, departments, or enterprises

Neither the Contractor, nor any of its representatives, holds any positions as director or officer in

any public or private groups, firms, organizations, or other entities which are substantially or

wholly owned by the Oneida Nation. No representative of the contractor sits on any board,

commission, or committee of the Oneida Nation. No officer or director of the Company has any

conflict as defined above

The Contractor is neither applying for, nor receiving, any special services, grants, loans or other

programs provided by the Oneida Nation, and has no pending contracts with the Oneida Nation,

except as herein disclosed and listed below:

If NONE, please check ~

(Attach additional pages, if necessary)

During the term of the contract or any extension thereof, I will promptly report any situation which may

involve, suggest or appear to suggest any conflict that I may have with the Oneida Nation. If a conflict

arises, I am informed and understand that the Oneida Nation may in its sole discretion, terminate the

contract without obligation to me. Further, failure to report any conflict shall also be cause to terminate my

contract.

Signature:

---f?L-/:-~_fi_LQ_~_/_ _

(Rev. 07-2015)

Date:

09.11.2017

This form is in accordance with B.C. Resolution #9-28-90-A; Revised by BC 9/4/02

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CONTRACT I PURCHASE APPROVAL REQUEST

Contacts

I Date

11/6/2017

Requested Review Date

11/8/17

'J_D_A_V_E_E_ME_R_S_O_N__ 'J_R_e_q_u-es_t_o-r'_s_P_h_o_n_e_#____ _X_3_2_1_2_ _ _ _ _ _ __

J Requestor's Name

'J_B_u_si-.n-e-ss_U_n-it_N_a_m_e_ _ J GAMING SLOTS

J Area D i r e c t o r ! '_F_A_WNE--RA--SMU--S-S_E_N

'J_B_u_si-.n-e-ss_U_n-it_N_u_m_b-er--11205060

'J_E_x-ec_u_t-iv_e_R-ep_r_e-se_n_t_a-ti_v_e__ LOUISE CORNELIDS

Description of Contract (Include a summary of the contract as well as benefits associated from the contract)

AGS #00003952.0

AMERICAN GAMING SYSTEMS

18 GAMES

$309,500.00

Terms o(the Contract

I AGS

I SLOTGAMES

J Vendor Number

1 142628

J Budgeted Purchase

I YES -X

I Total Commitment

1 $3o9.5oo.oo

J Trade-in I Book Value

I Shipping Costs

I Supplier Name

J Item(s) Purchased

I Contract Start Date

I Auto-renewal clause

$4,5oo.oo

I NOVEMBER2017

I YES I NO-X

I Legal Review Number I

I Contract End Date

I PURCHAim DATE

J If Yes, Notice Period

CAP EX Approval

FFFI

CAP EX Line Item

I 001.1206010.540.105000. I Account Number

State ~icense ~~rrent

(Gammg Specific)

000

FFF

Competitive Bid/Sole Source Justification (Include a summary of the selection criteria if other than price)

Supplier Name

I Bidder #1

I Bidder #2

,-------------------

I Bid Amount I Indian Preference

AGS

Sole Source

I Bidder #3

Summary of selection criteria or sole source justification: AGS IS ONLY VENDOR WHO CAN SUPPLY

THE ONEIDA NATION WITH "LICENSED" AGS GAMES ..

Approval I Review Dates

Legal Review

Purchasing Review

Gaming Commission Review

Cap-Ex Committee Approval

Finance Committee Approval

*For requests to the FC please refer to the FC FY12 scheduled meeting dates for submission deadlines.

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AGS EQUIPMENT SALES & SECURITY AGREEMENT

AGS Contract# 00003952.0

Date: November 3 2017

SUMMARY

Special Terms:

Sold cabinets have a 180-day game performance guarantee (as described below).

Game perfonnance guarantee:

Should the games installed on the cabinets perfonn below the criteria outlined below by the end of the first one

hundred eighty (180) days following installation, AGS shall replace the games, converting to another applicable

AGS game ("Conversion) at no cost to Customer, other than freight charges. Games shall be eligible for a

Conversion under this wan·anty if the games are performing at less than one hundred (100%) of all the other

comparable slot machines on the casino floor including without limitation denomination, game type, floor location,

etc., exclusive of video poker machines, and multi-site progressive linked machines, specialty machines or machines

used in special promotions.

This AGS Sale Agreement ("Agreement") is entered into by and between AGS LLC ("AGS") and Onedia Nation of Wisconsin

("Customer") at the facility location of Oneida Bingo & Casino at 2020 Airport Drive, Green Bay, WI 54313 and associated with the

(collectively the "Tribe" or "Customer"). This Agreement shall be effective upon the last date signed below ("Effective Date").

Pursuant to this Agreement AGS agrees to sell the Gaming Equipment as specified above or as may be set forth in separate orders signed

by AGS and Customer and/or a Customer's Facility ("Order(s)" for the "Gaming Equipment" set forth therein). Each Order shall be

governed by and subject to all of the tem1s and conditions set forth in this Agreement, as well as the te1ms and conditions set forth in

such Order.

Definitions.

"Customer's Facility or Customer's Facilities" shall mean, except as othe1wise defined herein, a Customer owned,

managed, operated or affiliated facilities including any facilities subsequently acquired, managed or operated by or

affiliated with the Customer.

"Gaming Equipment" shall mean the equipment, License Software, accessories, and associated equipment as

specified within the Summary above and any additional equipment, License Software, accessories, and associated

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equipment as may be set forth in an Order. The Parties reserve the right to change or adjust the Gaming Equipment

from time to time based on reasonable changes, adjustments and/or discretion.

"Licensed Software" shall mean all intellectual .prope1iy rights embodied in or represented by the computer

software, firmware, hardware, the mechanical components, technical manuals and the design, artwork, names and

marks contained in the Gaming Equipment supplied by AGS to Customer pursuant to the terms and conditions of

this Agreement and the applicable Order.

Payment Te1ms: The sales price, shipping and other costs, fees and charges for the Gaming Equipment shall be as set forth

above or as set forth in an Order. Unless other payment terms are specified in this Agreement or Order, Customer understands

and agrees that payment is due net thirty (30) days from day of invoice.

Delivery Terms. AGS will attempt to meet Customer's required delivery date, however time shall not be critical concerning

any delivery date. AGS will not be held liable, or responsible for any delay or failure to deliver all or any part of any Order

for any reason. Unless there is a written agreement stating othe1wise, the means of delivery shall be determined by AGS. The

Customer will be responsible for and pay all shipping costs, which costs shall be billed separately on the invoice. Any risk of

loss associated with the Gaming Equipment will be the responsibility of the Customer upon release of the Equipment to the

delivery service F.O.B. shipping point. The terms and conditions stated in this Agreement shall prevail over any conflict in

terms and conditions between any Purchase Order submitted by Customer and the terms and conditions stated in this

Agreement.

Warranty. AGS Warrants that for a period of90-days following installation, new AGS machines and equipment installed

hereunder will be free from defects and in good working order. Customer's sole and exclusive remedy in the event of defect is

expressly limited to the restoration of the Gaming Equipment to good working condition by adjustment, repair or replacement

of defective parts at AGS' election. Machines, equipment, and other products not manufactured by AGS but documented on

the sales Agreement, are excluded from this warranty, except as specifically provided in this Agreement or Order.

Ownership: Title to Gaming Equipment purchased under this Agreement transfers to Customer upon delivery of such

purchased Gaming Equipment. AGS has the right to file a UCC-1/Iien on the equipment that will be released when all

payments are received.

Taxes. To the extent allowed by law, Customer shall report and pay all applicable federal, state, and local taxes, however

designated or levied, based upon the Gaming Equipment, Customer's license of the Licensed Software, Customer's use of the

Gaming Equipment, this Agreement, or the fees payable under this Agreement, exclusive of taxes based on net income derived

by AGS. Customer shall hold AGS harmless from all claims and liabilities arising in connection with Customer's failure to

report or pay such taxes. At the time the Agreement is executed, if applicable, Customer shall provide to AGS an exemption

certificate or other document acceptable to the authority imposing the tax, fee, or charge.

Late Charge. A late charge may be added to any amounts not received by AGS when due. The late charge will be calculated

at a rate of 1.5% per month on the outstanding balance, compounded as to principal and interest monthly until paid.

Cancellations. Unshipped Gaming Equipment Orders can be cancelled only under the condition that Customer agrees to pay

AGS for completed work allocated to Customer's order at time of receipt by AGS of the cancellation notice, along with (a) all

costs, direct and indirect for work in progress, and (b) costs resulting fi·om the cancellation, and (c) a reasonable profit to AGS,

not to exceed 10% of the total costs incmTed by AGS.

Intellectual Property.

Ownership. Customer agrees that any and all Licensed Software are proprietary to AGS or its licensors and that all

right, title and ownership interest therein shall remain vested with AGS or its licensors. Other than as may be

expressly allowed by this Agreement, Customer shall not copy or reproduce any Licensed Software, nor shall

Customer disclose the Licensed Software to any third party without AGS's prior written consent. AGS claims and

reserves all rights and benefits afforded under federal and international copyright and patent law in the Gaming

Equipment and all Licensed Software. As to the Licensed Software, the Customer may not: reverse engineer,

decompile, reverse compile, disassemble, list print, attempt to obtain the source code or other proprietary

inforn1ation from the Licensed Software, modify, and/or create derivative works.

License. Customer is hereby granted a site specific, non-exclusive, royalty-free, non-transferable license concunent

with the te1m of this Agreement and any renewals thereof, to use the Intellectual Property rights embodied in or

represented by the computer software, firmware, hardware, the mechanical components, technical manuals and the

design, artwork, names and marks contained in the Gaming Equipment or supplied as spare parts by AGS under this

Agreement. In addition to any other remedy available to AGS, Customer agrees: a) AGS may seek and obtain

injunctive relief against the breach or threatened breach of this Section 9 and may recover attorneys' fees and costs

of any action to enforce the provisions of this Section 9; and b) AGS may te1minate Customer's license if Customer

fails to comply with any term or condition hereof. This license shall also terminate at such time as Customer shall

pennanently cease to use the Gaming Equipment.

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10. Indemnification for Infringement. AGS will defend or settle, at AGS's option and expense, any legal proceeding brought

against Customer to the extent that it is based on a claim that the Gaming Equipment infringes a trademark, copyright or

currently issued U.S. Patent of a third-party if Customer gives prompt Wtitten notice of the claim to AGS whether or not

litigation or other proceeding has been filed or served, gives AGS sole control of the defense and settlement of the claim,

provides to AGS all available information and assistance, and has not compromised or settled such claim. If the Gaming

Equipment is found to infringe a trademark, copyright or currently issued U.S. Patent, AGS will at AGS's discretion: (i) obtain

for Customer the right to use the Gaming Equipment; (ii) replace the Gaming Equipment with non-infringing Gaming

Equipment; (iii) modifY the Gaming Equipment so that it becomes non-infringing; or, if none of the above alternatives are

available, (iv) remove the infringing equipment and terminate this Agreement. AGS has no obligation under this Section 10

for any claim which results fi·om (i) use of the Gaming Equipment in combination with any equipment not provided by AGS,

(ii) AGS 's compliance with designs or specifications of Customer, or (iii) modification or alteration of the Gaming Equipment

without AGS's consent or direction. ANY MODIFICATIONS OR ALTERATIONS MADE TO AGS PRODUCTS

WITHOUT AGS'S CONSENT IS DONE AT THE SOLE RISK OF CUSTOMER. This Section states the entire liability

of AGS and the exclusive remedies of Customer for any and all claims of infringement of any type.

II. Indemnification. Except for claims arising under Section 10 (Indemnification for Infringement) or caused solely by AGS's

acts or omissions, Customer and AGS will indemnifY and hold each other harmless from and against all claims, liabilities,

damages and costs (including legal fees and costs) relating to (i) Customer's use of Gaming Equipment; (ii) any acts or

omission of Customer; or (iii) for any claim which results from (a) use of the Gaming Equipment in combination with any

equipment not provided by AGS, (b) AGS's compliance with designs or specifications of Customer, or (c) modification or

alteration of the Gaming Equipment without AGS's consent or direction.

12. Return. Upon termination of this Agreement for any reason, Customer shall ensure at its own expense that the Gaming

Equipment is in as good condition as at the beginning of this Agreement, reasonable and normal wear and tear excepted.

13. Right of Removal. If upon termination of this Agreement for any reason Customer fails or refuses to deliver the Equipment to

AGS, AGS shall be entitled to enter Customer's premises or any other premises where the Equipment may be found to remove

and take possession of the Gaming Equipment and the Licensed Software without legal process. AGS shall have full, free,

and safe access to the entire Gaming Equipment for this purpose. Customer shall bear sole responsibility for segregating and

separately stming any equipment, programs, or data not owned by AGS, and Customer shall hold AGS harmless fi·om all

claims, liabilities, and damages, including without limitation claims or rights of action for trespass, caused by reason of such

removal, nor shall AGS be prejudiced or estopped from pursuing any other remedies to which it otherwise might be entitled on

account of Customer's breach.

14. Force Majeure. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this

Agreement if such delay or failure arises by any reason beyond its control, including any act of God, the elements,

earthquakes, floods, fires, actions or decrees of governmental bodies, failure or delays in transportation or communications, or

any act or failure to act by the other party, provided, however, that lack of funds shall not be deemed to be a reason beyond a

party's control.

15. DISCLAIMER OF ALL WARRANTIES AND REPRESENTATIONS.

THE GAMING EQUIPMENT AND LICENSED SOFTWARE IS SUPPLIED AS IS. AGS DISCLAIMS, ANY AND

ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR

WRITTEN), WITH RESPECT TO THE EQUIPMENT OR ANY PART THEREOF, INCLUDING ANY AND ALL

IMPLIED WARRANTIES OR CONDITIONS OF TITLE, INCLUDING BUT NOT LIMITED TO THE

FOLLOWING IMPLIED WARRANTIES: NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR

SUITABILITY FOR A PARTICULAR OR ANY PURPOSE (WHETHER OR NOT AGS KNOWS, HAS REASON

TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT A WARE OF ANY SUCH PURPOSE),

WHETHER ALLEGED TO ARISE BYLAW, BY REASON OF CUSTOM OR USAGE IN THE INDUSTRY, OR BY

COURSE OF DEALING.

16. EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES.

Independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this

Agreement, OTHER THAN FOR INFRINGEMENT OF ONE PARTY'S INTELLECTUAL PROPERTY RIGHTS BY

ANOTHER PARTY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON

CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, CONSEQUENTIAL,

SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND- including lost profits, loss of business, or other

economic damage, and further including injury to property- AS A RESULT OF BREACH OF ANY WARRANTY OR

OTHER TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY

LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

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17. MAXIMUMAGGREGATELlABILITY.

Independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this

Agreement, IN NO EVENT SHALL AGS'S AGGREGATE LlABlLITY TO CUSTOMER (INCLUDING LlABlLITY TO

ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR

RIGHTS CLAIMED OR CLAIMABLE BY CUSTOMER), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND

ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, IN CONTRACT,

TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO AGS WITHIN THE MOST

RECENT 6-MONTH PERIOD, PLUS INTEREST COMPUTED AS OF THE DATE OF ANY FINAL JUDGMENT

AGAINST AGS.

18. Dispute Resolution, Arbitration and Waiver of Jury Trial.

In the event of any dispute, claim, question, or disagreement

arising from or related to this Lease or the breach thereof, the Parties hereto shall use their best effmts to settle the dispute,

claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and,

recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not

reach such solution within a period of 30 days then all disputes, claims or controversies arising out of or relating to this

Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope

or applicability of this agreement to arbitrate, shall be determined by arbitration in Clark County, Nevada, before one

arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.

Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking

provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The law to be applied in any such arbitration

shall be the law of Nevada without reference to its choice of law provisions. The place of arbitration shall be Clark County,

Nevada. The Parties waive significant and important rights under Nevada Law (and possibly othet· laws) by agt·eeing

to arbitration. This waiver includes the waiver of a right to a jury tl'ial.

19. This Agreement shall be interpreted and construed in accordance with the laws of the state of Wisconsin, regardless of its

choice of law provisions, provided that nothing in this Agreement shall be interpreted or construed as a waiver, express or

implied of Customer's sovereign immunity.

20. Privileged Licenses. Customer and AGS each acknowledge that the other patty hereto, and its pat·ent company, subsidiaries

and affiliates, are businesses that are or may be subject to and exist because of privileged licenses issued by governmental or

tribal authorities. If requested to do so by the other party (the "requesting party"), each party (the "requested patty") shall

obtain any license, qualification, clearance or the like which shall be requested or required of it by the requesting party or any

regulatory authority having jurisdiction over this Agreement or the requesting patty or the requested patty, or their respective

parent company, subsidiaries or affiliates. If the requested party fails to satisfY such requirement or if the requesting party, its

parent company, subsidiaries or affiliates, is directed to cease business with the requested party by any such authority, or if the

requesting party shall in good faith determine, in the requesting party's sole and exclusive judgn1ent, that the requested party,

or any of its officers, directors, employees, agents, designees or representatives, (a) is or might be engaged in, or is about to

be engaged in, any activity or activities, or (b) was or is involved in any relationship, either of which could or does jeopardize

the requesting party's business or such licenses, or those of the requesting patty's parent company, subsidiaries or affiliates, or

if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Agreement may be terminated by the

requesting party without liability to either party. In addition, Customer and AGS each hereby acknowledges that it is illegal

for a denied license applicant or a revoked licensee (pursuant to the laws, rules and regulations of the Nevada and other

gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter

into, or attempt to enter into, a contract with the other party without the prior approval of the appropriate gaming authorities.

Customer and AGS each hereby affirms, represents and warrants to the other party that it is not a denied license applicant, a

revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee, and

Customer and AGS each hereby agrees that this Agreement is subject to immediate termination by the other party (without

any liability to either party) if it should become a denied license applicant, a revoked licensee or a business organization under

the control of a denied license applicant or a revoked licensee.

21. General Terms and Conditions:

This Agreement constitutes the entire understanding between the patties with regard to the subject matter of this

Agreement. There are no other understandings, expressed or implied, written or oral. This Agreement may not be

modified, and no provision herein shall be waived, except by a written instrument signed by both parties. No waiver of

any tetm or condition shall be deemed to waive that tetm or condition on a future occasion or any other term or

condition, unless explicitly stated with the written instrument representing the waiver. The illegality or unenforceability

of any provision of this Agreement shall not affect the validity and enforceability of any legal and enforceable provisions

thereof. The prevailing party in any dispute under this Agreement shall be entitled to reasonable attorney's fees and

costs incurred in the enforcement of this Agreement.

This Agreement is subject to, and contingent upon the approval by AGS of Customer's financial data (as requested by

AGS), and receipt of such opinions of counsel to Customer as requested by AGS.

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22. No Management Contract. The parties agree and acknowledge that this Agreement in no way provides or purports to provide

to AGS any management authority or controls over Customer's gaming operations that would require review and approval of

this Agreement by the National Indian Gaming Commission ('NIGC'). To the extent the NIGC determines that this Agreement

does constitute a management contract, the parties agree to cooperate in revising and modifying this Agreement to the extent

necessary so that NIGC approval pursuant to 25 U.S. C. Section 2701 et seq. is no longer required. If AGS so requests, the

parties agree to jointly submit this Agreement in a timely fashion to the NIGC so that the NIGC may conduct its review and

detennine whether or not the Agreement does, in fact, constitute a management contract.

23. Assignment. Neither Party shall assign this Agreement, and/or any rights and/or obligations hereunder without the other

Party's prior written consent; which consent shall not be unreasonably withheld; provided, however, that either Party may,

without notice or the prior written consent of the other Party assign its rights and/or duties under this Agreement to (a) an

entity in which it or its parent has a majority ownership and right of control, or (b) any successor entity in connection with a

merger, reorganization or other corporate restructuring of the party. Any attempted assignment by either party in violation of

this section shall be void.

24. Liabilitv for Damage and Insurance. For purchased Gaming Equipment until Gaming Equipment is paid in full, Customer will

bear the risk of loss for Gaming Equipment in Customer's possession. Customer agrees to carry and keep in full force and

effect an insurance policy, including property damage and public liability coverage in an amount equal to the full current

replacement value of the Gaming Equipment. AGS shall be named as an Additional Insured under said policy or policies and

Customer is solely responsible for insurance deductibles. Customer's insurance will operate as primary insurance and no

insurance that may be affected by AGS will be called upon to contribute to a loss thereunder.

25. Customer has not and shall not, in connection with the Gaming Equipment, engage in any transaction with any person or entity

that would constitute a violation of any Sanctions Laws. For purposes of this clause "Sanctions Laws" means economic

sanctions laws and trade restrictions pursuant to sanctions laws ofthe United States, including those administered by the

Departments of Treasury and State, and equivalent measures of Switzerland, the European Union, the United Nations Security

Council, and applicable laws of any other relevant jurisdictions.

26. Customer and its representatives have not and shall not, in connection with the Gaming Equipment, offer, accept, make,

authorize or promise to make any payment or transfer anything of value, direct business, or provide any other personal benefit

to any person or entity in order to illegally obtain or retain business or secure any business advantage. Terms used in this

paragraph shall be construed in accordance with the provisions of applicable anti-con·uption laws, including the United States

Foreign Corrupt Practices Act of 1977, as amended, and any similar anti-corruption laws enacted in any applicable

jurisdiction.

27. Compliance with MICS AGS agrees that it shall adhere to and comply with federal and tribal intemal control standards

applicable to the Gaming Equipment and services it provides to Customer.

Signature below will constitute acceptance of the above and all other terms and conditions ofthis Agreement, including but not

limited to the specific authol'ization and agreement to the arbitration and waiver of jury tl'ial as set f01'th in Section 18.

AGSLLC

Onedia Nation of Wisconsin

By:

(Print name as signed above)

Title:

Date:

Public Packet

Page 40 of 54

Oneida Business Committee Agenda Request

1. Meeting Date Requested:

11 / 30 / 17

2. General Information:

Session:

Open

Agenda Header:

Executive - See instructions for the applicable laws, then choose one:

New Business

Accept as Information only

Action - please describe:

Approve revised OBC SOP entitled Selection of Family Court Judge

3. Supporting Materials

Report

Resolution

Contract

Other:

1. redline DRAFT SOP

2. clean copy DRAFT SOP

Business Committee signature required

4. Budget Information

Budgeted - Tribal Contribution

Budgeted - Grant Funded

5. Submission

Authorized Sponsor / Liaison:

Lisa Summers, Secretary

Primary Requestor/Submitter:

Lisa Liggins, Executive Assistant II

Your Name, Title / Dept. or Tribal Member

Additional Requestor:

Name, Title / Dept.

Additional Requestor:

Name, Title / Dept.

Page 1 of 2

Unbudgeted

Public Packet

Page 41 of 54

Oneida Business Committee Agenda Request

6. Cover Memo:

Describe the purpose, background/history, and action requested:

**BACKGROUND**

At the November 14, 2017, BC Work Session the OBC SOP entitled Selection of Family Court Judge was reviewed

and the following changes were agreed upon:

1. removal of Chairperson from 4.1.a.

2. increasing minimum number of BC members under 4.1.b.

3. eliminating reference to LRO attorney (4.1.c., 5.1., 5.3)

4. adding a members of the Judiciary to the Selection/Screening Committee

5. adding mock trial as a requirement in the interview process (5.3)

The attached draft includes these changes.

**REQUESTED ACTION**

Approve revised OBC SOP entitled Selection of Family Court Judge

1) Save a copy of this form for your records.

2) Print this form as a *.pdf OR print and scan this form in as *.pdf.

3) E-mail this form and all supporting materials in a SINGLE *.pdf file to: BC_Agenda_Requests@oneidanation.org

Page 2 of 2

Public Packet

Page 42 of 54

Redline

ONEIDA NATION

TITLE:

Selection of Family Court Judge

DEPARTMENT:

Oneida Business Committee

APPROVED BY:

Oneida Business Committee

See Attached OBC meeting minutes

DATE:

AUTHOR:

JoAnne House, Chief Counsel

AUTHORED BY:

DATE:

0511/0830/20173

11/3006/2017

1.0

PURPOSE

1.1

The purpose of this Standard Operating Procedure is to set forth a consistent

process for the selection and appointment of the Family Court Judge as created in

Chapter 151, Family Court Law.

2.0

DEFINITIONS

2.1

Secretary means the office of the Secretary of the Oneida Business Committee

and the employee delegated the authority and responsibility for administering this

Standard Operating Procedure. The Secretary shall identify by memo to the

Oneida Business Committee the employee delegated authority and responsibility.

3.0

POSTING NOTICE OF VACANCY

3.1

The Secretary shall be the office responsible for identifying the term of office of

any appointment as a Family Court Judge and shall notify the Oneida Business

Committee:

at least three months prior to a vacancy occurring as a result of conclusion

of a term of office that the posting process for the vacancy will begin.

as soon as reasonable and practicable that a vacancy has occurred as a

result of a resignation that the posting process for the vacancy will begin.

as soon as reasonable and practicable for any other vacancy that the

posting process for the vacancy will begin.

3.2

The Secretary shall post notice of a vacancy in a judicial position on the Family

Court. Such notice shall contain the following information.

Term of office and that the office is subject to an Attorney Contract.

Position responsibilities as set forth in the law.

Beginning and ending date of the posting.

Expected start date.

Required minimum qualifications as set forth in the law.

Address, fax number, e-mail address for receipt of applications.

ORIGINATION DATE:

05/08/2013

REVISION DATE:

11/30n/a2017

EFFECTIVE DATE:

Upon OBC approval

OBC SOP

Selection of Family Court Judge

Page 1 of 3

Public Packet

Page 43 of 54

Redline

IDENTIFICATION OF SCREENING/SELECTION SUBCOMMITTEE

4.1

Upon posting of the vacancy the Secretary shall request the Oneida Business

Committee to identify a Screening/Selection Subcommittee made up of the

following individuals:

The Chairperson of the Oneida Business Committee

OneThree or more members of the Oneida Business Committee

cb.

Legislative Reference Office attorney for the purposes of providing

interpretive or research assistanceOne or more members of the Judiciary,

to serve as subject matter experts

4.2

The Screening/Selection Subcommittee shall be responsible for screening

applications, interviewing candidates, and making recommendation regarding

appointment to the Oneida Business Committee.

5.0

SCREENING AND INTERVIEW

5.1

The Screening/Selection Subcommittee, utilizing the Legislative Reference Office

attorney, shall identify the minimum qualifications and screen all applicants on

those minimum qualifications. All applicants that do not meet minimum

qualifications or who have not submitted complete applications shall be notified

in writing that they are not being considered.

5.2

The Screening/Selection Subcommittee shall require all screened applicants to file

a conflict of interest disclosure which shall include all family relations regarding

all levels of the Tribe’s organization and all business relationships with businesses

working with the Oneida Tribe or located within reasonable distance to the

Oneida Reservation.

5.3

The Screening/Selection Subcommittee shall schedule interviews and mock tribal

for each screened applicant. Such interviews and mock trial shall be conducted in

a consistent manner and interview questions shall be identified in writing prior to

the interview. The interview for this non-employment position is a political

appointment, but shall conform to EEO laws. All interview questions shall be

reviewed by the Legislative Reference Office attorney who may consult with the

Human Resources Department to verify compliance with EEO laws.

4.0

Recommendations for appointment are made based on meeting all minimum

requirements as set forth in the law, the materials submitted in the application,

and the interviews. The Screening/Selection Subcommittee is not limited to

making appointment recommendations based on interview scoring.

The Screening/Selection Subcommittee shall be authorized to contact the

applicant being considered for recommendation to determine whether he/she will

accept the appointment and the date the applicant could start if appointed.

The Screening/Selection Subcommittee shall identify in a report to the Oneida

Business Committee the following information.

names of all applicants and whether they were screened out

names of all applicants that were interviewed

summary of opinion of Screening/Selection Subcommittee regarding each

applicant screened and interviewed and consideration for appointment

5.64

5.75

5.86

OBC SOP

Selection of Family Court Judge

Page 2 of 3

Public Packet

Page 44 of 54

Redline

APPOINTMENT

6.1

The Oneida Business Committee shall, in executive session, review the report of

the Screening/Selection Subcommittee and shall be given access to all

applications.

6.2

The Oneida Business Committee shall by motion adopted by majority vote,

approve an appointment to the Family Court. The Oneida Business Committee is

not required to appoint any recommended applicant, but is limited to appointment

of a screened applicant, or may request the Secretary to repost the vacancy.

6.3

The Secretary shall make arrangements to have the appointed applicant take an

oath of office and notify the Judiciary of the appointment and that necessary steps

should be taken to install the appointed applicant in office(s) set aside for the

Family Court Judge. Provided that, the Secretary shall notify the Oneida Appeals

Commission Chief Judge of the appointment and the need to take appropriate

steps to install the Family Court Judge in office(s).

6.4

7.0

6.0

name of recommended applicant and the reasons for recommendation

The appointed applicant shall sign the approved judge contract prior to the oath of

office being given. The Secretary shall forward the judge contract, oath of office,

and excerpt of Oneida Business Committee minutes approving the appointment to

the Human Resources Department to set up necessary payroll and benefits.

REFERENCES

7.1

Chapter 151, Family Court Law

100

101

102

103

104

105

106

107

108

109

OBC SOP

Selection of Family Court Judge

Page 3 of 3

Public Packet

Page 45 of 54

Clean Copy

ONEIDA NATION

TITLE:

Selection of Family Court Judge

DEPARTMENT:

Oneida Business Committee

APPROVED BY:

Oneida Business Committee

See Attached OBC meeting minutes

DATE:

AUTHOR:

JoAnne House, Chief Counsel

AUTHORED BY:

DATE:

11/30/2017

1.0

PURPOSE

1.1

The purpose of this Standard Operating Procedure is to set forth a consistent

process for the selection and appointment of the Family Court Judge as created in

Chapter 151, Family Court Law.

2.0

DEFINITIONS

2.1

Secretary means the office of the Secretary of the Oneida Business Committee

and the employee delegated the authority and responsibility for administering this

Standard Operating Procedure. The Secretary shall identify by memo to the

Oneida Business Committee the employee delegated authority and responsibility.

3.0

POSTING NOTICE OF VACANCY

3.1

The Secretary shall be the office responsible for identifying the term of office of

any appointment as a Family Court Judge and shall notify the Oneida Business

Committee:

at least three months prior to a vacancy occurring as a result of conclusion

of a term of office that the posting process for the vacancy will begin.

as soon as reasonable and practicable that a vacancy has occurred as a

result of a resignation that the posting process for the vacancy will begin.

as soon as reasonable and practicable for any other vacancy that the

posting process for the vacancy will begin.

3.2

The Secretary shall post notice of a vacancy in a judicial position on the Family

Court. Such notice shall contain the following information.

Term of office and that the office is subject to an Attorney Contract.

Position responsibilities as set forth in the law.

Beginning and ending date of the posting.

Expected start date.

Required minimum qualifications as set forth in the law.

Address, fax number, e-mail address for receipt of applications.

ORIGINATION DATE:

05/08/2013

REVISION DATE:

11/30/2017

EFFECTIVE DATE:

Upon OBC approval

OBC SOP

Selection of Family Court Judge

Page 1 of 3

Public Packet

Page 46 of 54

Clean Copy

IDENTIFICATION OF SCREENING/SELECTION SUBCOMMITTEE

4.1

Upon posting of the vacancy the Secretary shall request the Oneida Business

Committee to identify a Screening/Selection Subcommittee made up of the

following individuals:

Three or more members of the Oneida Business Committee

One or more members of the Judiciary, to serve as subject matter experts

4.2

The Screening/Selection Subcommittee shall be responsible for screening

applications, interviewing candidates, and making recommendation regarding

appointment to the Oneida Business Committee.

5.0

SCREENING AND INTERVIEW

5.1

The Screening/Selection Subcommittee shall identify the minimum qualifications

and screen all applicants on those minimum qualifications. All applicants that do

not meet minimum qualifications or who have not submitted complete

applications shall be notified in writing that they are not being considered.

5.2

The Screening/Selection Subcommittee shall require all screened applicants to file

a conflict of interest disclosure which shall include all family relations regarding

all levels of the Tribe’s organization and all business relationships with businesses

working with the Oneida Tribe or located within reasonable distance to the

Oneida Reservation.

5.3

The Screening/Selection Subcommittee shall schedule interviews and mock tribal

for each screened applicant. Such interviews and mock trial shall be conducted in

a consistent manner and interview questions shall be identified in writing prior to

the interview. The interview for this non-employment position is a political

appointment, but shall conform to EEO laws. All interview questions shall be

reviewed by the Human Resources Department to verify compliance with EEO

laws.

5.6

Recommendations for appointment are made based on meeting all minimum

requirements as set forth in the law, the materials submitted in the application,

and the interviews. The Screening/Selection Subcommittee is not limited to

making appointment recommendations based on interview scoring.

5.7

The Screening/Selection Subcommittee shall be authorized to contact the

applicant being considered for recommendation to determine whether he/she will

accept the appointment and the date the applicant could start if appointed.

5.8

The Screening/Selection Subcommittee shall identify in a report to the Oneida

Business Committee the following information.

names of all applicants and whether they were screened out

names of all applicants that were interviewed

summary of opinion of Screening/Selection Subcommittee regarding each

applicant screened and interviewed and consideration for appointment

name of recommended applicant and the reasons for recommendation

4.0

6.0

APPOINTMENT

6.1

The Oneida Business Committee shall, in executive session, review the report of

OBC SOP

Selection of Family Court Judge

Page 2 of 3

Public Packet

Page 47 of 54

Clean Copy

6.3

6.4

7.0

6.2

the Screening/Selection Subcommittee and shall be given access to all

applications.

The Oneida Business Committee shall by motion adopted by majority vote,

approve an appointment to the Family Court. The Oneida Business Committee is

not required to appoint any recommended applicant, but is limited to appointment

of a screened applicant, or may request the Secretary to repost the vacancy.

The Secretary shall make arrangements to have the appointed applicant take an

oath of office and notify the Judiciary of the appointment and that necessary steps

should be taken to install the appointed applicant in office(s) set aside for the

Family Court Judge.

The appointed applicant shall sign the approved judge contract prior to the oath of

office being given. The Secretary shall forward the judge contract, oath of office,

and excerpt of Oneida Business Committee minutes approving the appointment to

the Human Resources Department to set up necessary payroll and benefits.

REFERENCES

7.1

Chapter 151, Family Court Law

100

101

OBC SOP

Selection of Family Court Judge

Page 3 of 3

Public Packet

Page 48 of 54

Oneida Business Committee Agenda Request

1. Meeting Date Requested:

11 / 30 / 17

2. General Information:

Session:

Open

Agenda Header:

Executive - See instructions for the applicable laws, then choose one:

New Business

Accept as Information only

Action - please describe:

Approve posting Family Court Judge position

3. Supporting Materials

Report

Resolution

Contract

Other:

1. Page 3 of BC resolution 07-26-17-J

3. Page 3 Children's Code Implementation Plan

2. Pages 20-21 Children's Code Legislative Analysis

4. DRAFT Request to Post Form

Business Committee signature required

4. Budget Information

Budgeted - Tribal Contribution

Budgeted - Grant Funded

5. Submission

Authorized Sponsor / Liaison:

Lisa Summers, Secretary

Primary Requestor/Submitter:

Lisa Liggins, Executive Assistant II

Your Name, Title / Dept. or Tribal Member

Additional Requestor:

Name, Title / Dept.

Additional Requestor:

Name, Title / Dept.

Page 1 of 2

Unbudgeted

Public Packet

Page 49 of 54

Oneida Business Committee Agenda Request

6. Cover Memo:

Describe the purpose, background/history, and action requested:

**BACKGROUND**

BC resolution 07-26-17-J entitled Adoption of the Children's Code and the Nation's Indian Child Welfare states:

"The Oneida Nation entities affected by the adoption of this Children’s Code, including the Oneida Family

Court and the Nation’s Indian Child Welfare Department, shall include the expenses associated with the

new positions required to implement the Children’s Code in the Fiscal Year 2018 Budget. The affected

entities shall begin the hiring process and training new staff upon approval of the Fiscal Year 2018 Budget."

Additionally, The Children's Code Legislative Analysis which was presented to the Business Committee on July

26, 2017, along with BC resolution 07-26-17-J indicates that additional staff for the Family Court is required (See

attached pages 20-21 of the Children's Code Legislative Analysis).

Lastly, BC resolution 07-26-17-J requires the development of a Implementation Plan. On September 13, 2017, the

Children's Code Implementation Plan was accepted as information by the Business Committee (see attached

page 3 of the Children's Code Implementation Plan).

Regarding the Selection of Family Court Judge SOP, Section 3.1 states "The Secretary ... shall notify the Oneida

Business Committee...as soon as reasonable and practicable for any other vacancy that the posting process for

the vacancy will begin." and Section 3.2 states "The Secretary shall post notice of a vacancy in a judicial position

on the Family Court."

The Request to Post Form requires a signature and generally approval of this form has been completed by formal

OBC action. A determination should be made regarding the following:

a. Length of posting (minimum is 10 calendar days)

b. Posting of the vacancy on the Wisconsin State Bar website

c. Completing a nationwide mailing

**REQUESTED ACTION**

1. Accept the Secretary's notification of the posting of the Family Court Judge vacancy

2. Approve the Request to Post form with the noted changes (decisions regarding a.-c. above)

1) Save a copy of this form for your records.

2) Print this form as a *.pdf OR print and scan this form in as *.pdf.

3) E-mail this form and all supporting materials in a SINGLE *.pdf file to: BC_Agenda_Requests@oneidanation.org

Page 2 of 2

Public Packet

Page 50 of 54

BC Resolution # 07-26-17-J

Adoption of the Children’s Code and the Nation’s Indian Child Welfare Act Policy

Page 3 of 5

Adoption of the Children’s Code and Effective Date

NOW THEREFORE BE IT RESOLVED, that the Children’s Code is hereby adopted and shall become

effective four hundred and fifty-five (455) calendar days from the approval date of the Fiscal Year 2018

Budget.

BE IT FURTHER RESOLVED, that the Oneida Business Committee is authorized to make such

modifications and additions to the effective date and Implementation Plan as it deems necessary to

implement the Children’s Code in accordance with the proposed timelines, and shall ensure that the

Children’s Code does not become effective until all proper infrastructure is in place.

Implementation Plan for the Children’s Code

BE IT FURTHER RESOLVED, that the Oneida Business Committee is hereby directed to develop an

Implementation Plan to include the following:

1) Acquisition and Training of Required Personnel. The Oneida Nation entities affected by the

adoption of this Children’s Code, including the Oneida Family Court and the Nation’s Indian Child

Welfare Department, shall include the expenses associated with the new positions required to

implement the Children’s Code in the Fiscal Year 2018 Budget. The affected entities shall begin

the hiring process and training new staff upon approval of the Fiscal Year 2018 Budget.

2) Negotiation of 161 Agreements and Memorandums of Understanding and/or Agreement. The

Nation shall seek to enter into all appropriate 161 Agreements and memorandums of

understanding and/or agreement.

a. 161 Agreements. The Nation shall continue to work towards negotiations with Brown

County and Outagamie County for the development of 161 Agreements which clarify the

relationship between the Nation and the county in providing for the health, safety and

welfare of children by determining the circumstances in which the county department will

make payments for costs of out-of-home placements of children when the placement is

ordered by the Oneida Family Court.

b. Memorandum of Understanding and/or Agreement with Brown County and Outagamie

County. The Nation may seek to enter into a memorandum of understanding and/or

agreement with Brown County and Outagamie County to detail all responsibilities,

procedures, interactions, and use of foster homes, shelter care facilities, and treatment

facilities.

c. Memorandum of Understanding and/or Agreement with Entities of the Nation. The Indian

Child Welfare Department shall enter into memorandums of understanding and/or

agreement with the Oneida Trust Enrollment Committee and/or Department, Oneida

Police Department, Oneida Nation Child Support Agency, and any other appropriate

department in order to carry out the provisions of this law.

3) Transfer of Cases. The following determination has been made for the transfer of cases from

Brown and Outagamie County jurisdiction to the jurisdiction of the Oneida Family Court:

a. When the Children’s Code becomes effective all new cases in Brown and Outagamie

County shall begin in or transfer to Oneida Family Court.

b. Any case in Brown and Outagamie County that has started within the most recent three

(3) months may transfer to the Oneida Family Court.

Public Packet

Page 51 of 54

Analysis Draft 1 to OBC Consideration Draft (Draft 5)

2017 07 26

727

728

729

730

731

732

733

734

735

736

737

738

739

740

741

742

743

744

745

746

747

748

749

750

751

752

753

754

755

756

757

758

759

760

761

family or other Native home is available for adoption for those cases fall under the Nation’s

jurisdiction.

Lastly, the resolution states the Nation will continue to follow and adhere to Federal

Code, Court opinions which interpret Federal Code, the Bureau of Indian Affairs Guidelines,

and the Bureau of Indian Affairs Regulation [See BC Resolution 05-13-15-A, Be It Finally

Resolved Clause]. This Code does not include this language. Tribes are not bound by ICWA

and including this language would place added regulations on the OFC even though these

regulations do not necessary apply to tribal courts. However, there are many provisions

found in ICWA and WICWA that have been incorporated into this Code.

D. Board Bylaws. The Board’s bylaws will no longer be in effect if this Code is adopted and the Board

is dissolved.

SECTION 7. EFFECTS ON EXISTING RIGHTS, PRIVILEGES, OR

OBLIGATIONS

A. Impacts on Existing Rights. In State court, an attorney is provided to the parties in child welfare

matters, this Code allows for parties to obtain counsel which includes an attorney or advocate at the

party’s own expense. The General Tribal Council recently directed that a Legal Resource Center be

created to provide Tribal members and Tribal employees representation for any proceeding before the

Judiciary. If a party to a child welfare case before the Court is a non-Oneida, non-employee, he/she will

not be provided representation. These individuals can still seek assistance through Judicare and/or legal

aid. Furthermore, none of the current tribal Children’s Codes researched do not provide counsel to the

parties, counsel may be obtained at the parties’ expense.

SECTION 8. ENFORCEMENT

A. Anyone that does not abide by a Court order can be placed in contempt. Anyone who is not in

compliance with the residual rights agreement can petition the Court to enforce the agreement. The

Court can issue an order demanding compliance or the Court can place the non-complying party in

contempt.

SECTION 9. OTHER CONSIDERATIONS

A. The following personnel are needed to implement this Code:

1. ICW Department. After meeting with the Department, it was determined that the Department’s

personnel needs to expand to implement this Code, the table below depicts the current personnel

compared to what is needed.

Position

Director

762

763

764

765

766

Supervisor

Intake Worker (in house)

Intake Worker (call 24/7)

On-going Worker

Parenting Specialist

Foster Care Coordinator

Security Officer

Current

1 Family Support

Services

1 (does all intake duties)

Needed

1 ICW

0.5*

Total

1 ICW, 1 Family

Support

0.5*

*a meeting will be scheduled to discuss the possibility of ICW and the Judiciary sharing a security officer.

2. OFC. After meeting with the OFC, it was determined additional staff will be required to

implement this Code. The table (below) depicts the minimum staffing required to exercise

jurisdiction over child welfare legal issues:

Page 20 of 25

Public Packet

Page 52 of 54

Analysis Draft 1 to OBC Consideration Draft (Draft 5)

2017 07 26

767

Position

OFC Judge

OFC Clerk

768

769

770

771

772

773

774

775

776

777

778

779

780

781

782

783

784

785

786

787

788

789

790

791

Current

Needed

Total

a. Judiciary. The LOC may want to consider is the issue of court room space. The Judiciary

currently has two court rooms. At this time, the OFC does not believe space is an issue;

however, there are factors that could change in the future. These factors include, but are not

limited to, General Tribal Council’s directive to create a Legal Resource Center (Tribal

members and Tribal employees will have access to representation which may result in more

contested issues and longer hearings); a possible Traffic Code, Criminal Code and Public

Peace law, all of which would utilize the court rooms and the addition of administrative

hearings the Trial Court will perform due to transferring boards, committees, and

commissions’ hearing authority to the Trial Court. It is likely the Judiciary’s workload will

continue to increase which may require more court room space in the future.

b. Judiciary Workload. The following chart illustrates the Judiciary’s filing numbers since

2008:

Year

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017+

OFC

170*

551**

606

577

649

581

492

571

106

Trial

Number of Filings

Trial Court

Garnishment

Debt

Small Claims

204

120

123

130

190

198

142

128

190

109

212

103

162

174

133

105

Appellate

Peacemaking

*five months of reports missing for OFC, actually number of filings is higher

**three months of reports missing for OFC, actually number of filings is higher

All numbers are through February 2017

There are variables that impact the number of filings identified above. For example, in 2010,

Brown County began transferring cases to the OFC. In 2013, Milwaukee County began

transferring cases. Both of these events had an impact on the OFC’s filing numbers. Another

issue that impacts the number of filings for OFC is the staffing level at the Oneida Nation Child

Support Agency. The table below shows the Judiciary’s Hearing Numbers:

Page 21 of 25

Public Packet

Page 53 of 54

HIRING

Review and Revise Job Descriptions. From now until the approval of the Fiscal Year 2018 Budget the Oneida

Family Court (OFC) must review the job descriptions for the OFC Judge and OFC Clerk, and make any

necessary revisions to the job descriptions.

Post OFC Positions. Once the Fiscal Year 2018 Budget is approved, the OFC will work with Human Resources

Department (HRD) to post the Oneida Family Court Judge and Clerk positions and begin searching for potential

applicants.

Hiring Process for Clerk. The hiring process for the OFC Clerk position should be completed thirteen (13)

months prior to implementation. The hiring process will include interviews of potential applicants, background

checks, negotiations, as well as allotting the potential OFC Clerk enough time to provide proper notice to his or

her current employer, if necessary. The OFC Clerk should begin employment at the OFC no later than twelve

(12) months prior to implementation date of the Children’s Code, but can begin as soon as possible when hired.

Appointment Process for Judge. The Oneida Business Committee, in conjunction with the OFC and HRD will

have from fifteen (15) months to thirteen (13) months prior to implementation to complete the appointment

process for the OFC Judge position. The appointment process will include interviews of potential applicants,

background checks, negotiations, as well as allotting the potential OFC Judge enough time to provide proper

notice to his or her current employer, if necessary. The OFC Judge should begin employment at the OFC no

later than twelve (12) months prior to implementation date of the Children’s Code, but can begin as soon as

possible when hired.

Hire Judge and Clerk. The OFC Judge and Clerk positions must be hired no later than twelve (12) months prior

to implementation date of the Children’s Code. This is to allow enough time for the OFC to complete the

following tasks necessary to successfully implement the Children’s Code.

TRAINING

Train for OFC Current Workload. The newly hired OFC Judge and Clerk will begin training on child support;

divorce; custody, placement, and visitation matters; and any other OFC duties as soon as they are hired, but no

later than twelve (12) months prior to implementation. The experience of the newly hired Judge and Clerk will

directly affect the amount of training that will be required before the new Judge and Clerk can begin alleviating

some of the current caseload from the current OFC Judge and Clerk. Appointing a Judge with child welfare

experience may be a fiscal benefit in that he or she can assist or provide the necessary training to staff, thus

eliminating a need for outside training. If the current Judge and Clerk are required to provide extensive training

to new staff, it will result in a push back on the current case load.

Outside Training on Children’s Code. The newly hired OFC Judge and Clerk will begin training on child

welfare matters as soon as they are hired, but no later than twelve (12) months prior to implementation. The

experience of the newly hired Judge and Clerk will directly affect the amount of training that will be required.

Outside sources may need to be utilized to provide the necessary training to successfully implement the

Children’s Code. Examples include: the Conference on Child Welfare and the Courts- Inspiring Hope and

Building Resiliency Among our Youth in October 2017, and the Together for Children Conference, and the

Child Welfare Law Orientation both in April 2017, all provided by the Children’s Court Improvement Program

of Wisconsin. There are also Juvenile Clerk Associations that provide trainings and recourses to court clerks.

ADDITIONAL DUTIES

Take on OFC Current Workload Duties. Once the proper training is received, the newly hired OFC Judge and

Clerk may begin hearing current cases in the OFC, including child support, divorce, custody, and placement

Page 3

Public Packet

Page 54 of 54

REQUEST TO POST FORM

(Please ensure all information is complete. Print this form and obtain needed signatures.)

Please Note: First postings are open to enrolled Oneida Tribal members only and will be posted for a minimum of seven (7)

calendar days. Second postings are open to all applicants and will be posted for a minimum of ten (10) calendar days.

Requestor's Name: Lisa Summers

Division: n/a

Department: Oneida Business Committee

Phone/Ext.: x 4478

Position Title: Family Court Judge

Position #:

# of Positions Requesting to Fill: 1

Name of employee(s) who vacated this position: none

Is this position funded by Grant Monies:

Date Grant Ends:

Is this a:

If "YES" or "PARTIALLY" then what % is funded from Grants?:

Account Code or GL Code: (Example: XXX.XXXXXXX-XXX-XXXXXX-XXX)

Request to post

Internal Posting

If requesting to post longer than the minumum days required (see above), please indicate how many calendar days:

Please provide

Post this vacancy on Wisconsin State Bar website

additional

comments. E.g.

Complete a nationwide mailing

Post 2 part-time,

or half time, etc.

Requesting Supervisor: Oneida Business Committee

Date: Nov 30, 2017

Area Manager:

Date:

Signature/Title:

Date:

COMPLETE THIS SECTION IF RE-POSTING

Changes to job description?

Reason for Re-posting:

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ADD ON ITEM - 04.B.

Oneida Business Committee Agenda Request

1. Meeting Date Requested:

11 / 30 / 17

2. General Information:

Session:

Open

Agenda Header:

Executive - See instructions for the applicable laws, then choose one:

Oaths of Office

Accept as Information only

Action - please describe:

Administer Oath of Office to Kathy Hughes for the Oneida Airport Hotel Corporation Board

3. Supporting Materials

Report

Resolution

Contract

Other:

Business Committee signature required

4. Budget Information

Budgeted - Tribal Contribution

Budgeted - Grant Funded

Unbudgeted

5. Submission

Authorized Sponsor / Liaison:

Lisa Summers, Tribal Secretary

Primary Requestor/Submitter:

Brooke Doxtator, Boards, Committee and Commissions Supervisor

Your Name, Title / Dept. or Tribal Member

Additional Requestor:

Name, Title / Dept.

Additional Requestor:

Name, Title / Dept.

Page 1 of 2

ADD ON ITEM - 04.B.

Oneida Business Committee Agenda Request

6. Cover Memo:

Describe the purpose, background/history, and action requested:

Kathy Hughes was appointed at the November 11, 2017 BC Meeting.

The November 22, 2017 BC Meeting was cancelled, so Kathy's oath would have been scheduled for the

December 13, 2017 BC Meeting.

On November 28, 2017 a request was made by the Vice-Chairman Brandon Stevens to administer Kathy's oath at

the November 30, 2017 Special BC Meeting. I was forwarded this request on November 29, 2017; I contacted

Kathy and she stated that she would be able to attend this meeting to take her oath.

1) Save a copy of this form for your records.

2) Print this form as a *.pdf OR print and scan this form in as *.pdf.

3) E-mail this form and all supporting materials in a SINGLE *.pdf file to: BC_Agenda_Requests@oneidanation.org

Page 2 of 2

ADD ON ITEM - VI.C.

Oneida Business Committee Agenda Request

1. Meeting Date Requested:

11 / 30 / 17

2. General Information:

Session:

Open

Agenda Header:

Executive - See instructions for the applicable laws, then choose one:

Travel Request

Accept as Information only

Action - please describe:

ADD -ON

Motion for reconsideration for travel to Approve 3 Gaming Commissioners and 4 Staff to attend the WGRA

conference in Carter, WI. December 4-6, 2017

3. Supporting Materials

Report

Resolution

Contract

Other:

1. E-Poll Documentation

Business Committee signature required

4. Budget Information

Budgeted - Tribal Contribution

Budgeted - Grant Funded

5. Submission

Authorized Sponsor / Liaison:

Kirby Metoxen, Councilmember

Primary Requestor/Submitter:

Matthew W. Denny, OGC Chairman

Your Name, Title / Dept. or Tribal Member

Additional Requestor:

Tammy Van Schyndel, Executive Director

Name, Title / Dept.

Additional Requestor:

Name, Title / Dept.

Page 1 of 2

Unbudgeted

ADD ON ITEM - VI.C.

Oneida Business Committee Agenda Request

6. Cover Memo:

Describe the purpose, background/history, and action requested:

WGRA Conference in Carter, WI. December 5th & 6th, would leave on the afternoon of December 4th.

Attendees would be: Matt Denny, Mark Powless, Reynold Danforth, Tammy VanSchyndel, Connie Herlache, Tracy

Metoxen and Shoshana King.

E-Poll done on 11/21/17

Responses for support were: Brandon Stevens, Jennifer Webster, Ernie Stevens III and David Jordan.

Request failed due to lack of support.

OGC is asking that the OBC reconsider and allow them all to attend.

1) Save a copy of this form for your records.

2) Print this form as a *.pdf OR print and scan this form in as *.pdf.

3) E-mail this form and all supporting materials in a SINGLE *.pdf file to: BC_Agenda_Requests@oneidanation.org

Page 2 of 2

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.