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March 18, 2020

VIA U.S. MAIL & FACSIMILE

Sara Setshwaelo, Tribal Chairperson

Ione Band of Miwok Indians

P.O. Box 699

Plymouth, California, 95669

Re: Review of Land Transfer Promissory Note, Ione Land Transfer Agreement, and 

Land Transfer Security Agreement

Dear Chairperson Setshwaelo:

This letter responds to the December 26, 2019, request on behalf of the Ione Band of 

Miwok Indians (Band) for the National Indian Gaming Commission’s Office of General Counsel 

to review the land transfer documents between the Band and IMG Plymouth Landholdings, LLC.

Specifically, you have asked for my opinion on whether the Land Transfer Documents are

management contracts requiring the NIGC Chair’s approval under the Indian Gaming Regulatory 

Act. You also asked for an opinion whether the Land Transfer Documents violates IGRA’s 

requirement that a tribe have the sole proprietary interest in its gaming operation. 

In my review, I considered the following documents submitted on behalf of the Band,

which were unexecuted, but were represented to be in substantially final form (Collectively 

“Land Transfer Documents”):

• Land Transfer Promissory Note, marked as: Draft

• Ione Land Transfer Agreement, marked as rev.2 03.16.20

• Land Transfer Security Agreement, marked as 12.25.19

The Land Transfer Documents contain terms similar to other agreements the Office of 

General Counsel has reviewed and analyzed, opinion letters for which are available on the NIGC 

website. Applying the same analysis here, it is my opinion that the Land Transfer Documents are 

not management contracts or collateral agreements to a management contract, and do not require 

the approval of the Chair. It is also my opinion that the Loan Documents do not violate IGRA’s 

sole proprietary interest requirement.

Please note that it is my intent that this letter be released to the public through the 

NIGC’s website. If you have any objection to this disclosure, please provide a written statement 
Chairperson Sara Setshwaelo

Re: Review of Land Transfer Documents on behalf of the Ione Band of Miwok Indians

March 18, 2020

Page 2 of 2

explaining the grounds for the objection and highlighting the information that you believe should 

be withheld. See 25 C.F.R. § 517.7(c). If you object on the grounds that the information qualifies 

as confidential commercial information subject to withholding under Exemption Four of the 

Freedom of Information Act (FOIA), 5 U.S.C. § 552(b)(4), please be advised that any 

withholding should be analyzed under the standard set forth in Food Marketing Institute v. Argus 

Leader Media, 139 S.Ct. 2356 (2019). Any claim of confidentiality should also be supported 

with “a statement or certification by an officer or authorized representative of the submitter.” See

25 C.F.R. § 517.7(d). Please submit any written objection to FOIASubmitterReply@nigc.gov

within thirty (30) days of the date of this letter. After this time elapses, the letter will be made 

public and objections will no longer be considered. Id.

If you have any questions, please contact NIGC Staff Attorney Heather McMillan Nakai

at (202) 527-5577. 

Sincerely,

Michael Hoenig

General Counsel

cc: John Maier