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Tribal-Town Advisory Committee.
In matters other than issues appropriately arising under the Dispute Resolution provisions of Section 16 of this Agreement, the Town and the Tribe agree to establish a permanent committee, to be known as the Tribal-Town Advisory Committee consisting of nine (9) members. The jurisdiction of the Committee shall encompass any matter within the scope of this Agreement including questions related to implementation and proposals for the amendment, of this Agreement including the “Re-Opener” provisions of Section 13, above. The Committee will be organized within three months of the date on which the Tribe’s Compact is approved by the Governor of the Commonwealth of Massachusetts.
A. Composition of Committee. The Committee shall be composed as follows: [1-2] two members of the Middleborough Board of Selectmen or designees, [3] the Town Manager or her/his representative, [4] one representative of a community organization established to address the local impacts of gambling as designated by the Board of Selectmen, [5-8] four representatives of the Tribe, and [9] a member who shall be selected by the other eight members of the Committee.
B. Open Meetings. Committee meetings shall constitute public meetings subject to the requirements and provisions of the Open Meeting Law (G.L. c.39, ss.23A-23C, 24).
C. Meeting Times
and Locations.
The Committee shall meet on a quarterly basis, or more frequently,
according to procedures established by the Committee and at locations within
the Town of Middleborough or on Tribal Lands according to procedures
established by the Committee.
D.
Authority of
Committee.
The Committee may make recommendations to the Tribe and the
Town, including amendments to this Agreement, which both Parties shall
consider before taking any action on a Committee recommendation. (a) Notices. Any
notices, consents, demands, requests, approvals, and other communications to
be given under this Agreement by any party to the other(s) shall be deemed to
have been duly given if given in writing and personally delivered, or sent by
nationally recognized overnight courier, or sent by
certified
mail, , postage prepaid with return receipt requested, at the following
addresses: OMMITTED online to speed
download
-Notices delivered personally or by courier, shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of 10:00 am on the third business day after mailing. Any party may change its address for notice hereunder by giving notice of such change in the manner provided in this Article.
(b) Assignment.
The Town consents to the Tribe’s assignment of this Agreement to the Tribe’s
Gaming Authority, which will own and operate all of the assets related to the
Project, including the cash flow from revenues from which the Payments
(including Annual Payments) will be made. The Authority shall be
bound by this Agreement and the Tribe agrees to provide a waiver of the
Authority’s sovereign immunity that is the same as the Tribe’s waiver of
immunity provided for herein.
(c) Binding Effect.
This Agreement shall be binding upon the parties hereto, together with
their respective successors, and permitted assigns. (d) Independent
Covenants; Severability. The existence of any claim or cause of action of
any party to this Agreement (“First Party”) against the other party (“Second
Party”), whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Second Party of the covenants
and agreements of the First Party contained in this Agreement. If any
provision of this Agreement is held to be illegal, invalid, or unenforceable
under present or future laws effective during the term hereof,
or by a decision of the United States Secretary of Interior, Bureau of Indian
Affairs or agency charged with review of Agreements entered into with Indian
Tribes, such provision shall be fully severable and this Agreement shall
be construed and enforced as if such illegal, invalid, or unenforceable
provision never comprised a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall
not be affected by the illegal, invalid, or unenforceable provision or by its
severance here from. Furthermore, in lieu of such illegal, invalid, or
unenforceable provision, there shall be added automatically as part of this
Agreement, a provision as similar in its terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and
enforceable.
(e) Language;
Captions; References. Whenever the context requires, references in this
Agreement to the singular number shall include the plural, the plural number
shall include the singular, and words denoting gender shall include the
masculine, feminine, and neuter. Section headings in this Agreement are for
convenience of reference only and shall not be considered in construing or
interpreting this Agreement. “Hereof,” “hereto,” “herein,” and words of
similar import used in this Agreement shall be deemed references to this
Agreement as a whole, and not to any particular section, paragraph, or other
provision of this Agreement unless the context specifically indicates to the
contrary. Any reference to a particular “section” shall be construed as
referring to the indicated section of this Agreement unless the context
indicates to the contrary. Whenever the term “including” is used herein, it
shall mean including without limitation. (f) Ambiguities.
The general rule of contract construction that any ambiguity in a contract
will be construed against the party drafting such contract shall not apply to
this Agreement. (g) No Third Party
Beneficiaries. This Agreement does not create, and shall not be construed
as creating, any right enforceable by any person not a party to this
Agreement. Any covenant or agreement contained in this Agreement shall be only
for the benefit of the signatories hereto and their respective successors and
permitted assigns. (h) Relationship of
Parties. Nothing in this Agreement shall create or be deemed to create
the relationship of partners, joint ventures, employer-employee, or
principal-agent among the parties, nor shall any party to this Agreement have
any authority to assume or create any obligation or responsibility whatsoever,
express or implied, on behalf of or in the name of any other party or to bind
any other party in any manner whatsoever, nor shall any party make any
representation, warranty, covenant, agreement, or commitment on behalf of any
other party.
