National Indian Gaming Comrnissiom 

Settlement Agreement 

Introduction 

This Settlement Agreement rAgreernent3') is entered into by and between Richmond 

Gaming, Ltd. a Florida limited partnership ("Richmond"), and the Chairman of the National 

Indian Gaming Commission ("Chairman"], relating to the Management Agreement dated March 

23,2007 ("Management Agreement'? between Richmond and the Scotts Valley Band of the \ 

Porno Indians (''Scotts Valley"). - 

Recitals 

Whereas on or about August 27,2007, Scotts Vdley submitted a Management 

Agreement dated March 23,2007 behveen Richmond and Scotts Valley to the National Indian 

Gaming Commission ("NIGC" or "Commission") for review and approval. 

Whereas, on September 28,2009, NEGC Chairman Philip N. Hogen issued a letter 

disapproving the Management Agreement. 

Whereas, on October 28,2009, Richmond timely filed an appeal of former Chairman 

Hogen's disapproval letter to the NIGC pursuant to 25 C.F.R. 539.2; and 

Whereas, on or about November 10,2009, the counsel for the Commission advised 

Richmond that Counsel for the Chairman had filed a Motion for Leave to File a Reply to the 

Appeal, together with a copy of the RepIy. In light of this filing, the Commission asked 

Richmond to consider affording the Commission an additional thirty (30) days, to December 28, 

2009, to issue a decision. On November 12,2009, Richmond timely responded to the request 

and agreed to extend the deadline to December 28,2009; and 

Whereas, on November 30,2009, Richmond filed a Reply to the Motion and to the Reply 

filed by Counsel for the Chairman; and 

Whereas, as of the date of this Agreement, the Commission has not issued a decision on 

Richmond's appeal or the pending Motions; and 

Whereas, Richmond and the Chairman desire to amicably resoIve the pending appeal 

instead of having the Commission issue a final decision; and 

Now therefore, Richmond and the Chairman have agreed to execute this Agreement and 

perform in accordance with the following covenants and conditions. 

/ 
Terms of Settlement 

1. This Agreement shall be effective upon the date that it is signed by the last party 

to sign this Agreement ("Effective Date"), md cannot be used for any purpose 

except to enforce the Agreement itself. 

2. Richmond agrees that it was not in compliance with NIGC regulations related to 

the submission of management agreements. 

3. Rather than continue to dispute the Chairman's decision to disapprove the 

Management Agreement, Richmond and the Chaiman agree that by execution of 

this Agreement, Richmond's appeal is hereby withdrawn, the request for approval 

of the Management Agreement is hereby withdrawn, and the former Chairman's 

letter disapproving the Management Agreement is hereby withdrawn. 

4. Within ninety (90) days from the Effective Date of this Agreement, Richmond 

will form a new entity ("Newco"). Richmond wilI kmsfer or assign all of its 

rights, duties and the Management Agreement to Newco, subject to 

approval by ~cotts VaiIey bb 

~ubj&t to approval by ~cotts ~allefl- -. by 

may identify and andlor rnernber(s) for that hase' 

experience with the operation and management of a casino. 

5. Within 180 days from the Effective Date of this Agreement, Richmond agrees 

that Newco will either resubmit to the NTGC for review and approval the 

Management Agreement assigned to Wewco by Richmond or Newco will submit 

a new Management Agreement entered into by and between Newco and Scotts 

Valley. Any management agreement submitted shall comply with the submission 

requirements detailed in NIGC reguIations. Richmond's obligations under this 

paragraph shall be deemed satisfied upon submission to the NIGC of either of the 

Management Agreements described in this paragraph. 

"7 

6. with thr (all of Richmond's former partners, profit 

participanz and owners of aiy direcror indirect fmancial interest in the 

Management Agreement, including any economic beneficial interest, will not 

bb 

have any direct or indirect financia1 beneficial interest in Newco or the 

Management Agreement or any collateral agreements. It is understood that 

~ichmond~ may not satisfy any financial obligations of Richmond's 

former pafi?er< profifparticipants and owners of any direct or indirect financial 

interest in the Management Agreement or any collateral agreements, including 

any economic beneficial interest, from gaming revenues from any Scotts Valley 

gaming facility. The financial obligations to be satisfied are set forth in the 

attached Exhibit A. Richmond's obligations under this paragraph shall be deemed 

satisfied when Richmond submits to the NIGC written proof of payment made to 

the entities and individuals and in the amounts set forth above. 

I 
7. In the event that Richmond fails to perform its obligation(s) described above in 

paragraphs five (51, six (6) and seven (71, the NIGC shall provide written notice to 

Richmond, specifying the failure to perform and Richmond shall have thirty (30) 

days from the date of receipt of such notice to perform such obligation ("Cure 

Period"). In the event that Richmond fails to perform its obligation during any 

applicable Cure Period, the NGC may issue a Notice of Failure to Cue. Upon 

receipt of a Notice of Failure to Cure, Richmond shall dIow Scotts VaIley to 

exercise its right to purchase the land described more fully in Exhibit B, which 

purchase shall be no more than the appraised value as if it had been brought into 

trust and is in trust for Scotts Valley in accordance with the terms and conditions 

set forth in the agreement between Richmond and Scotts Valley. If Scotts Valley 

and Richmond are not able to wee upon such fair market value within thirty (30) 

days, Richmond shall allow Scotts Valley to utilize the following procedure for 

determining fair market value of the property: Scotts Valley and Richmond 

would each select an W real estate appraiser with at least then (10) years' 

experience appraising commercial real estate with similar intended use, who 

would each give an opinion of fair market value. If the opinions are within five 

(5) percent of the higher, the average of the two shall establish such fair market 

value. If they differ by a greater amount, the hyo appraisers would jointly select a 

third similarly qualified appraiser to give an opinion and the average of the thee 

would establish fair market value. 

8. In the event that the NIGC issues a Notice of Failure to Cure pursuant to this 

paragraph and Richmond fails to allow Scotts Valley to exercise its right to 

purchase the land pursuant to this paragraph, then the Chairman's letter will 

become final agency action and Richmond waives all rights to appeal the decision 

to the Commission or any federal court. 

9. Richmond agrees to cooperate fully with the Commission or its employees to 

veify compliance with the terms of this Agreement. 

Additional Covenants 

10. This Agreement constitutes the entire agreement between the Chairman and 

Richmond relating to the appeaI pending before the Cornmission. Any 

modifications or waiver of any term in this Agreement must be in writing and 

signed by both parties. 

I I. The parties agree that after the effective date, the disclosure of this Agreement 

shall be subject to the Freedom of Information Act C'FOIA") andor the Privacy 

Act. 

12. This Agreement may be executed on one or more counterparts and each shall 

constitute an original. A signature produced by facsimile shall be deemed to be 

an original signature and shalI be effective and binding for 

Agreement, 
Richmond G ing, Ltd. 

p 

P 

Alan H, ~nsburg 

Date 

National Indian Gaming Commission 

~e@e Skibine, Acting Chairman 

- Date 
Exhibit A 

Name or their designated mliate Amount not to exceed 

I-=- ‘t I r 7 

Legacy Cornmenid Partners 

Total 
The land referred to in this policy is desaibed as follows: 

Real property in the City of Richmond in the County of Contm Costa, State of California, 

described as folbc 

That pard of land described in the Deed to Andrew Anfibolo, reamed January 23,1922, 'Book 

408 of Deeds, Page 179, Corrtra CosLa Cpunty Records, desaibed as foikws: 

Being a portion of Lor 210, as said kt is sc &lineabed and Mgnated in that -in Map 

entitled "Map af the San Pabb Rancho hmpanylng and Forming a Part of the final Report of 

the Refew in Partition', a certified copy of which was filed in the Offace of the County Recorder 

of said Contra Gosra Caunly on March 1,1894 and a portion of tat 32, Won 35, Township 2 

North, Range 5 West, MDW, more particularly desuibed as follows: 

Beginning at She southwest corner of Section 36, Township 2 North, Range 5 W&, MDW, 

thence due West 660 feet along the North line of a road 30 feet wide to a stake, thence due 

North 693 feet t~ a eke, then- due East 660 feet, thence due South, 693 feet to the point cif 

beginning. 

EXCEPTING JHEREFROM: 

That prtion of the prerrJses granted ts the Broadhe Corporation, recad& September 12,1968, 

in Book 5707 of Mficial RKOI~S/ Page 155. 

AM BCEmHG THEREFROM: 

The interest conveyed to the CI of Richmd by Deed recorded May 22,1995, Series No. 95- 

80157 of Of%ial Records, dgwibed as follows: 

PARCEL 1: 

Beginning at the swthaast owner of Parcel One as dedbed m the Deed from the DcmcanHadson Chmpany ta Broadlime Corporation rearrded See IZ, 1968, in Book 5707 of 

Cfhclal Records, Page 155, Contra Costa County Rezords, thence from said point of beginning 

along the East line of Pare! One North OtD 03' 12" East 29.17 feet, thence leaving said East line 

South 84* 17' 55" East 235.48 feet, thence South 01' 05' 48" West 1Q09 feet to ffie Sovth line 

of said 10.5 am parcel, then= along said South line North 88O 56' 43" West 234.70 Feet to the 

point of beginning. 

Beginning at the nwtheast comer of hre! Twr, as dab& in the Oeed fram the Duncan- 
Harrelsm CMnpany to BrwdI'i corporation remrded September 12,1963 in bok 5707 of 

OfFicial Records, Page 155, Contra Costa Ccunty Records, thence from said point of beginning 

along the East line of Pad Two South 01' 03" West 70.22 feet, thence leaving said East fine 

from a tangent bearing of North 36O 04' 29" East aiong a cum b the right with a radius of 

910.00 feet, through a enbl angle of 1' 41' 05" for an arc Iength of 26.76 feet, thence Nortfi 

53O 21' 12" East 63.62 feet, thence North 03* 45 07" East 657 feet to the North line of said 10.5 

acre parcel, thence along said North line North 8S0 56' 01" West 70.28 feet to the point of 

beginning. 

APN: 408-130-018 and 408-13C-037 

Being a partIohl of that certatn Parcel of land dam in the Deed from Clifford G3t Ng and Daisy 

Ng, his wife, as jdnt tenants, to the City of Richmond, a municipal -ration, warded 

September 29, 1944, Series No. 94-244105, Of~cial Records, and rerecarded June 23,1995, 

Series No. 95498625, Ofichl Records, described as follows: 

PARCEL ONE: 

Beginning at the mMea& mmer of sald Parcel mnwyed to the City of Richmond; thence from 

wid point of beginning, along the smthdy Iine of said Pam1 mqed to the Ci of Richmnd, 

North 00' 53" West 396.35 feet; then@ laving said southerly line, North 44" U' 28" East 

558.65 feet to a point in the notthe line of said Parcel conveyed to the City of Mrncnd; 

thence abng said mnortherly line, South 8gU 00' 53" East 14.07 feet tD the northeasterly comer d 

said Pam1 mnveyed to the City of Richmond; thence along ih my line of said Parcel 

mnveyed tu the City of Richmond, Scuth la 02' 37" West 406.98 feet to the polnt of beginning. 

PARCEL fWO: 

A nom-exdusive eament for roadway, a- and utility purposes under, upon, over and am 

that oertain real property described as follows: Being Parcel Three as described in said Deed to 

the City of Richmond and described as folfows: Beginning at the &east corner of said Parel 

conveyed b t3e City of Richmond; them from said point of beginning, along the wutbwty line 

of said Partel Three, Swth 89' 00' 53" East 1120.08 fee to the wutheast axnw of said Parcel 

three,: thence akng the easterty line of said Parcel Three, North l0 02' 37" East 20.00 feet to the 

northeasterly corner of said Parcel Three; hce along the northerfy line of said f areel Three, 

North 8g0 00' 53" West 1120.06 feet to the inte-on therecf with the easterly line of said 

Parcel conveyed to the C~ty of Ridmnd; thence leaving said northerly line, along said easterly 

line, South lo 02' 37" West 20.00 feet to the point of beginning. 

PARCEL ONE: 

Portion of bt 201, as d-nated on that certain Map mRkl "Map of ttle San Pabb Ranch, 

Acwrnpanying and Forming a Patt dtfte Final Report of the Referees in Parlition", filed March 1, 

1894, Contra cma County Records, and a portion of kt 32, Won 35, Township 2 North, 

Range 5 West, Mount Diablo Base and Meridian, d~aibed as fcIbws: The South 309 feet ofthe 

West 282 fee6 right angle msurement of the parcel of land described in the Deed to the 

Dunanson-Harrelson Co., recoded July 8,1964, Book 4655, Offidal Records, Page 318. 
mNG FROM PARCEL ONE: That portion Bareof eo~~ to me City of REchmond, a 

municipal mrpomtlon, in fee simpIe abglute, pursuant im final Order of Condwnnalion of the 

Superior Cmrt of the State d California, in and for the County of Contra Costa, Case No. C94- 

05306, a Mfied oopy of which reccrded March 25,1998, Serles No. 98-63421, Offidal Remrds. 

PARCR TWO: 

Portion of Lot 201, as designated on that certain Map entitled "Map of the San Pablo Ranch, 

Accompanying and Forming a Part of the Final Repart of the Referees in Parlition", filed March 1, 

1894, Conh W County Records, and a portion of Lot 32, Settion 35, Township 2 North, 

Range 5 We, Mount Diablo Ease and Meridian, described as foIl~ws: The North 384 feet d the 

West 282 feet, right angle measurement, of the parcel of land described in the Deed to the 

Duncanson-Harrelsm Co., recorded July 8,1954, Book 4655, Ofiicial Records, Page 318. 

EXCErmNG FROM PARCEL TWO: That porlion thereof condemned to the City of Richmond, a 

municipal corporallan, in fee simple absolute, pummot to Final O&r of Condemnation of the 

Superior Court of the State of California in and for the County of Contra Costa, Case No. C94- 

05306, a certified mpy of which recorded March 26,1998, Series No. 9863421, Oficiai hrds. 

APN 408130-038 and 408-130-039 

PARffl ONE: 

A portion of Lot 201, as shown on the Flap of Sari Pablo Ranchor filed Mad 1,1894, in the 

Office of the County Recorder of Contra Gush County, and ah being a portion of Swamp ad 

Owrfl~wed Survey No. 189, d~uibed as follows: Beginning at a point on the line between 

Sections 35 and 36, Township 2 North, Range 5 Wej Mount Diablo Base and Meridian, said 

point belng North 693 feet from the southwe mmw of said Section 36; thence East 660 feet to 

a stake; thence North 627 feet to a 3 by 3 redwood stake marked 23,24,25,26; thence along 

the South line of a road Ul feet We, We 660 feet to a 3 by 3 redmad mke marked 24, 17, 

32,25, being the northwest comer of the swthwest l/4 of the southwest 114 of said Section 36; 

thence Sow 527 deet to the point of beginning. 

EXCEFiTNG THEREFROM: mat portion of the Sollm-ng dexribed parcel of land Mng within the 

abow mentioned Parcel One, described as fo!Ws: Beginning at a point on the sautkrly line of 

that certain parcel of land described in the Oeed from Sanwa Bank Qlifcrnia to Colw Spot, Pnc., 

recorded March 6, 1991 in gook 16435 of Offidal Recrrrds at Page 659, Conm Gosh County 

Records, which bears along sid southerly line North 88" 56' 01" West 307.82 feet from the 

southeast comer of said pami conveyd to Color Spot Inc.; thence from said point of beginning 

leaving said southerly line North 3O 45' 07" East 18.92 feet; thence North 44O 12' 52" East 736.49 

feet; thence North 53° 24' 47'" 668.88 feet; thence North 2O 24' 15" fast 16.50 feet; thence 

North 44O 13' 28* East 17.11 Feet to the northerly line of said parcel wweyed to Color Spot hc; 

thence along said northerly line North 89' 00' 53" West 763.92 feet to the nortfrwesterb corner 

of said parcel wnwyed to Colw Spot Int; thence along the northw#My and westerly lines of 

said pard oonvepd ta War SSpn Ine. Sauth 65O 33' 12" West 176.90 feet and South la 03' 12" 

We 550,02 feet to the southwe mmer of wid parcel conveyed to Color Spot IRC.; them 

along said southerly line South 88O 56 01" East 352.26 feet to the point of beginning, as 

awarded in that Judgment in Condemnation, Superior Court Case No. C93-03756, C0net.a Coda 

Ccunty, rewrded April 4,2043 as Insbument No. 2003-154972. maal mds. 

PARCEL MIO: 
A right of way, swt to be exdusk as an appu*nance to Parcel Four& above, for ~tse as a 

mdway for vehides of all kinds, pedeslrians and animals, and as a right of way for water, gas, oif and sewer pipe lines, and for telephone, el& light and power lines, together with tlae 

necsaty poles or underground conduits to carry said lines, over and under the following 

descrikd parcel af land: Pottion of Lot 201, as shown on the Map of the San Pablo Rancho, filed 

March 1,1894, in the Office of the County Recorder of Contra Costa County, and also a prtion 

of Swamp averflowed Survey No. 189, described as follows: Beginning at a point on the line 

between Sectjons 35 and 36, Township 2 North, Range 5 West, Mount Diablo Base and Meridian, 

said point king due North, 1340.0 feet from the southeast comer of Section 35 and the 

southwest cmer of Section 36; pmding thence due West 20.0 feet; thence due %&I 20.0 

feet; thence East 680 feet to the West line of the parel of [and described in the Ded from 

Giownni Siri to Giarnbtista Siri, dated October 29, 1956, recorded November 1, 1955, in Book 

2873, Page 440, Mficial Records; thence North along said W& line, 2873 OR 440,20 feet; 

West 660 feet tu the point of beginning. 

PARCEL THREE: 

A right of way, Rot to be exdusivq as an apputtenance b that parcel of land described in the 

Deed from East Bay Watw Company, a corpomtion, to Giovanni Siri, Ciarnbatish Siri, Nicola 

Pawone and NieoIo Siri, dated January 22,1921, and recorded 3anuary 27,1921, in Book 376 of 

Deeds, Page 207, Rwwds of ton- Costa County, State af Bllfomia, for use as a roadway for 

vehid~ of all Idnds, pedestrians and animals, for water, gas, dl and sewer pipe lines, and for 

television sewice, telephone, @laic light and power Eines, together with the necessary poles ur 

conduits wer a strip of land 20 feet in widtfi, desaibed as folldws: Portion of tat 201, as shown 

on the Map of San Pablo Rancfio filed March 1,1894, in the Office of the County Rwrcier of 

Conb Costa County, described as follows: Beginning at a point on the South line of a 20 feet in 

width mad which bears North 1320 feet and East 660 feet from the xrutheast mer of Section 

35, Tawnship 2 North, Range 5 W&, Mount Diablo Base and Meridian, said point of beginning 

also king the northeast corner of the parcec of [and described in the Deed from East Bay Water 

Company to Luigi GaITino, dated March 1,1920, recorded Marh 15,1920 in Book 354 of Deeds, 

Page 472; mnce from =Id point of beginning East along said South line, 1120 feet to the West 

line of the County Rwd Imam as Goodrich Avenue; them Nom almg said West line, 20 feet to 

the South line of the parcel of land dewibed in the Deed from East Bay Wa&r Company to 

MiMe Mob, dakd November lor 1926, reeonled November 29,1926, in in& 49, Page 447, 

0;Sicial R~ordq thence West along said South line and along the South line of the pad of land 

firstly desuibed in the Deed from Easi Bay Wabr Company to Giwanni Sin', dated December 24, 

1923, recorded January 9, 1924, in Book 462 of Deeds, Page 73, being almg the North line of 

said 20 feet in width mad, 1120 feet to the southwest cbrner of said Siri Pad; them South 20 

feet to the point of beginning. 

PARCEL FOUR: 

A portion af IA 201, as shwn on the Map of San PaMa Rancho, fITecl Mard-i 1,1894, in the 

Office of the Bunty Recorder of Contra Casta Caunty, desaibed as follows: Beginning at the 

southwest comer of Section 36, Township ;! North, Range 5 W&, Mount Diablo Base and 

Meridian; thence due East 660 feet along the North line of road 30 feet wide, to a stake; thence 

due North 693 feet to a stake; thence due West 660 % thence due Solrth 693 fet into tfme 

point of beginning. 

MCEPTING RlOM PARCEL FQUk That portion of said Parcels contained in the Deed from BicRad bboratories, a Caiiifamia crrrpwation, to George F. Case Ccmpany, a California corporation, 

dated bty 14,1966, and recorded August 11,1966, in Bwk 518.1, Page 99, MFiciai Records. 
PorltPn of Lot 201, as shown on the Map of San Pabb Randto, fled March 1,1894, in the OFfiee 

of the County Rmmkr of Contra Cam County, dm*bed as follows: Beginning at the 

southwestem wmer of the parcel of land shown as Parcel Three In the Deed hm Luigi Gallino, 

et w, ta Augustine 3. Gallino, et ux, dated August 12,1957, In Book 3012, Page 59, OfFidal 

Records; thence North along the w&em line of said Parcel Three, 3012 OR 59, to and along the 

w&em line of the land shown as Pam1 Two in said Deed, 3012 OR 59, a distance of 697 feet; 

thence East parallel with the southern line d said Parcel Two, a di*nce d 250 feet; them 

South parallel with the western lines of said Parcels Two and Three, 3012 OR 59,597 feet to the 

southern line of said Parcel Three; thence along the last named line W* 250 feet: to the point 

of beginning. 

A pwtion d Swamp and QMowed Survey Na. 189 and a portion of Lot 201, Rancho San Pablo, 

deKlfbed as follows: Beginning at a point in the line between Sactions 35 and 34 in Township 2 

North, Range 5 West, Mount Diabb &ase and Meridian, and point of beginning being located due 

North and dislant 693 fet from the southeast comer of said &don 35, this said point of 

beginning also being the northeast corner of a certain 10.50 acre lmct of land sold to Andm 

Anfibole; thence North 627 feet to a 3 by 3 inch redwood &ke marW 17,25,25 and 32; 

thence West 494.34 feet; more or b, to the line of tide [and suwey; thence along this saId 

survey line South 640 30' West 117.48 feet, more or les, to the direct extension northeriy of the 

western line of said 10.50 acre tract of land sold tn Andrew Anfibolc; thence Seubh 480.80 feet, 

more or I-, to the norbhwst mner of the abve mentioned 10.50 acre tract; thence East along 

the North line of this said 10.50 acre tract 660 feet to a point of beginning. 

MmNG WWEFROM: That portion of the fdlowhg described parcel of hd f$ng witfiin the 

above mentioned Pawl St, -bed as follws: &ginning at a point on the southerly line of 

that certain parcel of land d-bed En the Deed from Sanwa Bank California to Color SpDt, Inc, 

recorded March 6, 1991 in Book 16435 of Ofiaal Rmrds at Page 659, Contra Costa County 

Records, which bears along said southerly line North 8Ra 56' 01" West 307,82 feet from the 

southeast comer of said pad conveyed to Color Swt Inc.; thence from said point of beginning 

leaving said southerly line North 3O 45 07" Eas 18.92 Feetf thence North 44O 12' 52" East 73649 

feet; thence North 53u 24' 47" East 68.88 feet; them North 2O 24' 15" East 16.50 feet; thence 

North 44* 13' 28" East 17.11 feet to the northerly line of said parcel conveyed to Colw Spot I~L; 

thence aIong said now line No* 89O 00' 53" West 763.92 feet f~ the northwesterly corner 

of =id pard conveyed to Color Spot Inc.; thence aTong the northwskriy and westerly Tines of 

said parcel cnnveyed to Cofor Spot, Inc. South 65* 33' 12" West 176.90 f& and South 1' 03' 12" 

West 550.02 feet to the muthw corner of said pad mnveyed to Color Spot IN; thence 

along said southeriy line South 8g0 56' 01" East 352.25 feet to the point of beginning, as 

awarded in that Judgment in Condemnation, Superior Court Case No. C93-03756, Contra Cwta 

County, recorded Aprii 4, 2003 as Irstrurnent No. 2003-154972.Ofi5dal Records. 

APN 4M-090031 

END OF DOCUMM 
Dona1,i Amold, Chaimarl 

Scotts Valley Band of Pomo lndians 

81 Par Blvd, PO Box 2008 

Richmond, C A 94802 

FXX (510) 234-01 01 

Alan EI. Ginsberg 

Richmond Gaming Ltd. 

1551 Sandspur Rd. 

Maitlzmd, FL 3275 1 

Fax (407) 691-563 1 

Dear Chairman hold and Mr. Ginsberg: 

On September 10,2007, the National Indian Gaming Commission ('WCC" or 

"Comaission") received a Class I1 and III gaming management contract (Contract), dated 

Mar& 23,2007, between the Scotts Valley Band of Porno Indians (the Tribe) and 

Richmond Gaming Ltd. ("Richmond"'). Since then, the NEGC has been reviewing the 

Cont~ict and revised documents submitted by the parties and providing comments to the 

parties. Unfortunately, I mst inform you that I disapprove the Contract for the reasons 

given below. 

AppIicable Law 

The Indian Gaming Regulatory Act (IGM) alloxvs Indian tribes to enter into 

management contracts for the operation of Class I1 and/or Class Ill gaming activity if the 

contract has been submitted to, and approved by, the Chairman. 25 U.S.C. $5 2710-271 1. 

As part of the Chairman's review of a management contract, a management contractor is 

required to submit background information. 25 C.F.R. 5 537.2. 

The NIGC9s requirements for submission of management con$racts are outlined at 

35 C.F.R. 5 533.3(d). Suhscction {dl requires the submissjon of a list of all the pet-sons 

and mtities with significant interests in the management contract, including in relevant 

part, the ten persons who have the greatest direct or indirect financial interest in a 

management contract and any entity with a financial interest in a management contract. 

NTGC regulations define Person having a dil-ecf or indirectfinn~lcial interesf in a 

manuf:enzent co?zfi'act as including wherr mr enlie ofher than o nncuml person hos nn 

ilrtermt in a rn~st. pn~?~~er~hip or c~rpumtion thnt has nn irltcrcst in n maaagemenl 

~AllOHAl HEADQUARTERS i4.11 I >i ~WU'. SulIe G100. h'~5~:lngion, LII. ,'NU$ 7c.I LO? 641 F'L* 202 632 7066 w-NltE.GOV 

REGtONAL OFFICES rbtflarlrl QR, 5,>cwnenlo. CA +LC>~II~, Ai. 5: P.r:h. MN, ll~lw. OK 
conrract, ail pcrrti~s offhut en fit)) are dcenzed to he persons having a directfinarrciul 

irrrerc:;t in a nrntzctgeJncnt contract. 35 C.F.R. 5 502.1 7(e). 

Aftcr revierving the background information the Chaiman then makes a 

detem~ination as to whcther the information would prevent him from approving the 

contract. 75 C.F.R. 6 537.4. NIGC regulations enumerate the criteria used by the 

Chainnan in determining if a contract should be disapproved. 25 C.F.R. $ 533.6 (b)(l)(i). 

Disapproval ptlrsuant to 25 C.F.R 3 533.6@)[1)(iii) - providing materially false 

statements or information 

NZGC regulations require the Chairman to disapprove a gaming rnanagemeni 

contract when any person with a direct or indirect financia1 interest in, or having 

management responsibility for. a management contract has knlcnangly and wilIhI1y 

provided materially false statements or information to the Commission or a tribe. 25 

C.F.R. 9 533.6(b)(l)(iii). NTGC regulations at 25 C.F.R. 5 533.3Cd) and 6 537.1 required 

Richn-:and to submit a list ofthe persons and entities with a financial interest in, or 

management responsjbiIity for, thc Contract. During the review process, Richmond 

submi9ed five different lists. Witlr each list, Richmond provided mat&ally false 

infomlation to the Commission. 

First, on July 8,2008, the NTGC received from fichmond list #37954.00.0001. ' 

The hit identified MGA Holdings I LLC (MGA I) as limit4 in Richmond ' 

and MGA Koldings IT LLC (MGA 11) as 3irnIted part'i;er in Richmond. However, 

as later detailed by Richmond, MGA I G-k I1 had not acquired their intcrcsts in 

Richmond as of the date of the list. See Letters bm Terrance Durdeavy to NlGC datcd 

Octob1:r 20,2008, May 8,2009, May 1 1,2009, and June 30,2009. As 5f the date of 

submi,aion,theownersofthd 7partncnhipinterestwereinfact: 

1, -4 

?= *I I - -, i T 

bb t 

Warm Winds as Ltd; and 

Lawhorn Corporation. 

Tn his letter dated October 10,2008, Terrance Dunleavy stated that Warm Winds 

Partners Ltd., owned a limited partnerslip interest in Richmond from December 2004 to 

January 2008. Additionally, he stated that Mr. Ginsburg through his affiliate MGA 

Holdings I acquired the Warm Winds interest as of January 2008. However, as Ms. 

Dunleavy summarized in his letter of May 8,2009, Richmond - reached an agreemknt in 

January 2008 "whereby Mr. Ginsburg would acquire Partnership hterest and 

hnomie Bcncficisl Interest in Richmond." However, "due to a severe downturn k thdnanciai markets" thc parties to these transactions "could not conclude the 

business transactions." r h Tintmest was held by Warm Winds adb- ?interest - IC"; 

1 AH lis- submitted by Richmond wcre in the form of arganixat~onaI clmrts. 
ti~rougl~ Lawhom. As elltitics wifl an intcrest in Richmond, all partners and sharcho1ders 

of Warm Winds and LawIlorn are deemed to be persons having a direct financial interest 

in the (=enlract. Richmond failed to list them on lists submitted to the NIGC. 

AccorCing-ly. Richmond provided materially false infomation about more than one third 

of the ownership interests in the Contmci when it lig$ MGA 1 and MGA I1 as Iimited 

partners and did not list thc actual ownen of th2 ' interest. 

L" 2 

Seccnd, on October 2 I, 2008, the NlGC received a second version of list 

t37954.00.0001 \ne list identified MGA I as a? 3imited partner in Richmond and 

MGA 11 as .imited partner in Richmond. h%ver, as later detailed by Richmond, 

MGA 1 and had not acquired heir interests in Richmond as of the date ofthe list. 

See Lettcrs from Dunleavy to NIGC dated Octoher 20,2008, May 8,2003, May 1 1, 7- 2009, emd June 30,2009. 736 ~nteresthey eventually acquired was 

diffcreit persons and entities. ks o&hc date of submission, the owners of fh 

in fact: ., 

J 

Winds Partners Ltd; and 

Lawhorn Corporation. 

Accorclingly, Richmond twice provided materially False information about more than one 

third ~Fthe ownership interests in the Contracl when it listed MGA I & MYA I1 as 

being limited partners and did not list the actual partnersJowners of th L Jlnterest. 

Third, on January 12,2009, the NTGC received from Richmond two updated lists 

$1861323.2 and #1861323.3. List #IS61323.2 was referenced as "a copy of the original 

osganixational chart." However, it was not idFtical to the chart submitted in July 2008. 

The&o~m~listsidenfifiedMGAIas~ limitcdpa~erinRichmondandMGAI1 

as ;imited partner in Richmond. &we&, as later detailed by Richmond, MGA I 

andxdA I1 had not acquired interests in Richmond as of the date of the qdated lists. 

See LcUers from Dunleavy to NIGC dated May 8, 20?9$ May 11, 2009, and June 30. 

2009. As of thc date of submission, the ownm of ther were in fact: 

-, 4 

arm Winds Partners Ltd; and 

AccorcIingly, Richmond provided materially false information for the third time and 

fourth time when it listed MGA I and MGA II as being limited parhers and did not list 

the act la1 partnerslowr~ers in lists #I 86 1323.2 and #I 861 323.3. 
Fourth, as of the date of submission, Richmond ha 

C Pahcipanls" financial interests from I) Therefore, with lis s #1861323.2 and Iist 

provitled other materially false information when it did not 

being two of the top ten persons with financial interests in 

Fifth, on May 8,2009, Dunleavy sent a letter along with various buyout 

agrcerncnts and other documents. The buyout agreements identified several new entities 

that h.ive, or will haw, an interest in Richmond. As such, the entities and all parties of 

each r:ntity are deemed to be persons having a direct financial interest in the Contract. On 

June :;0,2009, the NIGC received $om kchrnond the updated list #I 861 323.4. Based 

OR the various documents submitted by Richmond on May 8,2009, relating to buyouts, 

or planned buy outs, of various persons and entities, Richmond failed to list the foIlowing 

persolls and entities on Iist #I86 1323.4 as pmons or entities having, or who were 

anticil~ated to have, a disclosable interest in Richmond and the Contract: 

* NSV Development LLE; 

NG Sentices LLC; 

Legacy Commercial Partners LLC; 

Legacy Partners Party Commercial LLC; 

Massee Road Investors LLC; 

ADJ Investments LLC; 

Smokey Mt. Ridge LLC; 

Guardian Smoky Mountain Ridge LLC; 

Southeastern Development Lands LLC; 

m Norarh @pities Lxd.; 

CED ~ro~ikl Parkhc.; 

WKN Financial Resources LLC; 

* Canton Park Financial LLC; 

Warm Winds Partners Ltd. ; 

0; 

1C4 J 

Lawhorn orporation; 

*.I: . 3 and 

* RSB, o so$propriaorship. 

Accordingly, and far the fifth time Richmond provided matedly false 

infontlation about owncrship in the Contract. 

Ttlc actions of Richnlond Eire quite serious. IGRA specifically idcnti fics 

protecting tribes from organized crime and corrupting influences and ensuring 
that tribes are thc primary beneficiary of the gaming as the objectives of IGRA. 

25 U.S.C. 8 2702. 'The provisions of 25 U.S.C. tj 271 1 are designed to achieve 

these goals. Thcrcfore, snitability deteminations on significant fi nmcial interests 

arc necessary to keep out undesirable elements. Providing false information about 

financ la1 interests makes it impossible for the Chairman to make proper suitability 

detemlinatior~s and to cnforce the law as Con~ess intended. 

Disap.proxlal pursnant to 25 C.F.R. 5 533,6(b)(I)(iv) - refusal to respond to the 

Chair man's questions 

YIGC regulations require the Chairman to disapprove a gaming management 

conlrazt when any person with a direct or indirect financia1 ir~tercst in, w having 

management responsibility for, a management conlract has refused to respond to 

questinns asked by the Chairman in accordance with his responsibilities. 25 C.F.R. 

533.6(b)(l )(iv). Richmond was required to respond within 30 days to written or oral 

questic~ns propounded by the Chairman. 25 C.F.R. 3 537. I (c)(3). The NEGC Division of 

tontracts was delegated authority for 6 537 sljecificalIy for reviewing and processing a 

gaming management contract and the related background investigation of a management 

contractor, including requesting documentation and answers Fmrn the management 

contractor. 

On September 27,2007, Chris White, NIGC Financia1 Analyst, sent a letter to the 

rrihe md Richmond delineating documents that the parties needed to submit pursuant to 

NIGC reglilalions at 25 C.F.R Parts 533 and 537. Among the items requesled was the list 

of pe~ions and entities having a financial interest in the contract as well as applications 

for cat:h person and entity and the corresponding deposit. The YiGC requested a response 

in 30 days. 

As detailed above, Richmond faiIed to list all persons and entities with a financial 

interest in. nr management responsibility far, the Contract. Richmond's failure to list all 

of the persons and entities does not negate Ricl~mond's ~sponsibility to submit all of the 

backs-ound information required for those persons and entities as required by 25 C.F.R. 

lj 537.1. 

'Tc date, the NlGC has not received from Richmond background infomation forms 

from : 

WL 

Warm 

- 

WindsPartners 

i 

Ltd; and 

* Lawhorn Corporation. 
Pursu;-irrt to 25 CI.I:.K. $ 53 7.2, hchmond is respollsliblc for submitting all background 

inforn-lation required by 25 C.F.R. 5 537.1. Ricllrnond failcd to respond within the 30 

days :;iver~ for a response. 

On February 26,2005, Mr. White sent a letter to the Tribe and Richmond 

inforn~ing them the Contract could not bc approved because it did not comply with 

certain provisions of 25 C.F.R. Parts 53 1 and 533. His letter listed 25 issues that parties 

needed to address. Among them, Richmond needed to submit a list of persons and entities 

having a financial interest in the contract as well as background inrormation for each 

persol1 and entity and thc corresponding deposit. 

On July 8,2008, the NIGC received the parties' response to the letter- This 

response included certain Richmond background investigation applications and thc list 

83795 4.00.000 I. As detailed above, Richmond failed to list all persons and cntities with a 

financial interest in, or management responsibility for, the Contract. Richmond's failure 

to list all'of lhc persons and entities does not negate Rjchmond's responsibility to submit 

a11 of the background information required in 25 C.F.R. 4 537. I. 

To date, thc NIGC has not received form Richmond background infomation for: 

%arm Winds Partners. Ltd; and 

1,awhorn Corporation. 

Pursumt to 25 C.F.R. 4 537.2, Richmond is responsible for submitting all background 

infomarion required by 25 C.F.R. 5 537.1. Richmond failed to respond wirhin the TO 

days given for a response. 

On August 20,2008, Elaine Saiz, NIGC Director of Cont acts, sent a&Uer&o the 

Tribe and Richmond informing thorn that thc request to exernrtt !And,: 

the NlGC background investigation process was denied fie NlGC 

requested t a background information for the two men be submitted within 30 da s. To 

has not received the backgrcmnd information from Richmond fob '-I 

d 

Pursuarlt to 25 C.F.R. 6 537.2, Richmond is responsible for submitting ail 

background information required by 25 C.F.R. 5 537.1. Richmond failed to scspend 

withirr the 30 days Ms. Saiz gave for a response. 

On October 21,2008. Ms. Saiz sent a letter to the Tribe and Ricllmond informing 

thein tile Contract could not be approved because it did not comply with certain 

provisions of 25 C.F.R. Parts 53 1 and 533. Her Ietter listed 12 issues that partics needed 
to addrcss within 30 days. Anlong the issues was a request for Richmond to provide 

update:d Iisl of Ihe person and entities that have a financial interest in the contract. 

The updated lists # 1 86 1233.3 and # 1 86 1323.3 were received on Fanuary 1 2,2(100, 

outsid2 of the 30-day deadIine Ms. Saiz provided. 

OTI .lune I 6,21109, Ms. Saiz sent a letter to the Tribe and Riclmond delineating six 

issues that the partics needed to address. Among items listed was a request for Richmond 

to provide an updaled tist of the persons and entities that have a financial interest in the 

conkc1 and applications fur those persons and entities within 30 days. On June 30,200'1, 

Richrr~ond submitted revised list # 186 1323.4 

Altliough the list was submitted within 30 days, Richmond failed to subrnir 

inforn~atien within 40 days, and to date still has not submitted, background 

infomiation for the following persons and entities who have a financial interest in 

the co2tract: 

* NSV Da~eEopment LLC; 

* NG Sewices LLC; - Legacy Commercial Partners LLC; 

a Legacy ~m& Party Commercial LLC; 

Massee Road Investors LLC; 

* hDJ Znvestments LLC; 

* Smokey Mt. Ridge LLC; 

* Guardian Smoky Mountain Ridge LLC; 

* S outZ~eas tern Development hds LLC; 

* Norani Equities Ltd.; 

CED Tropical Park Tnc.; 

* WIG! Financia1 Resources LLC; 

* Canton Park Financial LLC; 

* SJP Holdings LLC 

?;b e Warm Winds Partners Ltd.; 

Richmond's iaiIure to lisi all required persons and entities does not negate 

Richmond's respansibiliry to submit all of the background information required for thosc 

persorls and cntitics as required hy 25 C.F.R. 5 537.1. Pursuant to 25 C.F.K. 5 537.2. 
Richiond is respo13sibIe for submitting all background information required by 25 C. F.R. 

4 537.1. 

Ricllmond has sllown a pattern of not only responding in an untimely rashion but 

also fidling to adcquatcly respond to NIGC requests for information. IGRA and NIGC 

reg~lations do not give management contractors discretion in when and how they will 

resportd to NTGC requests for information. Again, a rehsal to respond impairs my ability 

to enfi~rce IGRA and accolnplish Congress' goak as much as providing false information 

does. 

DisapprovaI pursuant to 25 C.F.R 5 533.6(b)(4) - Chairman's role as a trustee 

NIGC regulations require the Chairman to disapprove a gaming rnanagemerll 

cotract when a “trustee, exercising the skill and diIigence to which a trustee is 

commonly held would not approve the contract" 25 C.F.R. fi 533.6@)(4). 

On August 6.2007, a; a meeting between the Tribe and N7GC staff concerning 

thc status,of the parcel the Trihc intended to use for gaming, NIGC staff was inhed 

t11aL ]ceasing to represent Richmond and would now be representing 

the Tribe on matters related to the Contract. As detailed above, Richmond described a 

as having aL 4 2nterest - in Richmond in July 2008. 11 does not 

appear that ~icilmohdbrou&h interest until May 2009. On September 1 0, A. 2009, a copy oia waivcr signed by Alan G~nsburg on July 7,2009, related lor 3 

representation of the Tribe was provided to thc Division of Contracts. No sucykaivcr has 

been provided fi-orn the Tribe. 

1 find it inconceivable$~!iat such a conflict could be waived. It appears th< 

jonl y increases as the Tribe's financial inrerest decreases. 

It woddseem that the conflict was only waivcd by Richmond and not by the Tribc. 

While the waiver is conditioned upon the Tribe's appmval, we hav%not received any 

such communication. Ir is also unclear if %I deepresent Richmond 

or any other partics that lmld a financial Interest in Richmond in o cr matters. As a 

tnlstet:, I cannot approve a contract that counsel for the Tribe held a financial interest in 

during his period of representation. Further, I would not do business with an entity that 

has ccincealed or misled as much as Richmond has here and therefore, as a trustee, I 

cannot approve of such bekavior. 

Disapproval pursuant to 25 C.F.R. 531 and 533 

The NIGC Chairman inay only approve a gaming management contract if it meets 

the skmdards of part 53 1 and 4 533.3. The Contract. does not meet all of the slat~rlards of 

part 53 1 and 533 -3. As dctailed in our letter of February 26,2008, the Contract does 

not ccntai~~ the provisions requircd by: ( 1 ) 25 C.F.R. 5 53 1 .l (b), (k)(3), and (m 1; and (2) 

25 C.F.R. $533.3 (d)(l). 
Coac'lusion 

For the before inentioned reasons, I disapproved the Contract as required by 25 

C.F.R. 4 533 .b(c). Because the C.ontract was not an approvcd, it is void. See 25 C.F.R. 

$ 533.7. The parties may appeal this decision. See 25 C..F.R. Part 539. 

y questions regarding this disapproval, please call John Hay at 

(202) 632-7003. 

cc: EdTI~ornas,Esq. 

(5 10) 836-3258