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June 12, 2019
Via U.S. Mail & Facsimile
Russell Martin, President
Tonkawa Tribe of Indians of Oklahoma
One Rush Buffalo Road
Tonkawa, OK 74653

Fax: 405-377-3842

Re: Review of Machine Vendor Lease Agreement

Dear President Martin:

This letter responds to the March 29, 2019, request on behalf of the Tonkawa Tribe for
the National Indian Gaming Commission’s Office of General Counsel to review a Machine
Vendor Lease Agreement (Lease Agreement). The Lease Agreement was revised as part of the
Nation’s Corrective Action Plan dated March 28, 2019. Specifically, you have asked for my
opinion on whether the Agreement is a management contract requiring the NIGC Chair’s
approval under the Indian Gaming Regulatory Act. You also asked for an opinion whether the
agreement violates IGRA’s requirement that a tribe have the sole proprietary interest in its
gaming operation.

In my review, I considered the following document submitted on behalf of the Nation
which was unexecuted, but was represented to be in substantially final form:

e Gaming Machine Vendor Lease Agreement marked as “Version 12.12.14”

Confining my review to the four corners of the document, it is my opinion that the Lease
Agreement is not a management contract and does not require the approval of the NIGC
Chairman. It is also my opinion that it does not violate IGRA’s sole proprietary interest
requirement.

It is my understanding that the draft is represented to be in substantially final form, and
the Lease Agreement changes in any material way prior to closing or is inconsistent with
assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the First
Amendment listed above. This opinion does not include or extend to any other agreements not
submitted for review. Should the parties enter into additional agreements, I ask that the parties
include this contract for consideration with any future submissions.

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop # 1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa OK; Oklahoma City, OK
WWW.NIGC.Gov


President Russell Martin

Re: Review of Machine Vendor Lease Agreement on behalf of the Tonkawa Tribe of Indians of
Oklahoma

June 12, 2019

Page 2 of 2

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
explaining the grounds for the objection and highlighting the information that you believe should
be withheld. 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 the
information was voluntarily submitted and, as such, any withholding should be analyzed in
accordance with the standard set forth in Critical Mass Energy Project v. NRC, 975 F.2d 871
(D.C. Cir. 1992). Any claim of confidentiality should also be supported with “a statement or
certification by an officer or authorized representative of the submitter.” 25 C.F.R. § 517.7(c).
Please submit any written objection to FO/ASubmitterReply@nige. gov within thirty (30) days
of the date of this letter. A fier this time elapses, the letter will be made public and objections
will no longer be considered. Jd. If you need any additional guidance regarding potential grounds
for withholding, please see the United States Department of Justice’s Guide to the Freedom of
Information Act at http://www justice.gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact NIGC Staff Attorney Heather McMillan Nakai
at (202) 527-5577.

Sincerely,

Melo He

Michael Hoenig
General Counsel

ce: Zeke Fletcher, via email at zfletcher@fletcherlawpllc.com
Vic Gallo, via U.S. Mail