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December 23, 2020

VIA EMAIL

Scott Wheat, General Counsel

Spokane Tribe of Indians

23215 W. Long Lake Road

Ford, WA 99013

Re: Review of a Development Agreement for the Spokane Tribe of Indians

Dear Mr. Wheat:

This letter responds to your October 29, 2020 request for the National Indian Gaming 

Commission’s Office of General Counsel to review a Development Agreement between the WGAirway Heights, LLC and the Spokane Tribe of Indians (Tribe). Specifically, you have asked for 

my opinion whether the document is a management contract requiring the NIGC Chair’s 

approval under the Indian Gaming Regulatory Act. You also asked for my opinion whether the 

Development Agreement violates IGRA’s requirement that the Tribe have the sole proprietary 

interest in its gaming activity. 

In my review, I considered the following submission, which is unexecuted, but I

represented to be in substantially final form:

• Development Agreement, draft dated December 16, 2020;

The Development Agreement contains terms similar to other agreements the Office of 

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

the NIGC’s website. Applying the same analysis here, it is my opinion that the Development 

Agreement is not a management contract and does not require the approval of the NIGC Chair. 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 if 

the agreement changes in any material way prior to execution or is inconsistent with assumptions 

made herein, this opinion shall not apply. Further, this opinion is limited to the document listed 

above. This opinion does not include or extend to any other agreements not submitted for review.
Scott Wheat, General Counsel

Re: Review of a Development Agreement for the Spokane Tribe of Indians

Date: December 23, 2020

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.1 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),2 please be advised that any withholding should be analyzed under the 

standard set forth in Food Marketing Institute v. Argus Leader Media.

3 Any claim of 

confidentiality should also be supported with “a statement or certification by an officer or 

authorized representative of the submitter.”4 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.5 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 

https://www.justice.gov/oip/doj-guide-freedom-information-act-0. 

If you have any questions, please contact NIGC Senior Attorney Esther Dittler at 

(202) 632-7003 or by email at esther_dittler@nigc.gov.

Sincerely, 

Michael Hoenig

General Counsel

 1 See 25 C.F.R. § 517.7(c). 2 5 U.S.C. § 552(b)(4). 3 139 S. Ct. 2356 (2019).

4 See 25 C.F.R. § 517.7(d). 5 Id.