plan for the contract's execution and issuance of its initial payment,
advising the GA President to “go ahead and make payment ... unless I
contact you since we expect the EC will approve.”;

vi. That same day, Alan Wilson sent the GA President the invoice and wire
instructions.;

vii. The following day, Alan Wilson was copied on the Nation’s in-house
attomey’s email to the GA President, advising of the Executive
Committee’s approval and requesting execution of the contract and
payment issuance as well as the provision of the executed contract to both
the attorney and Mr. Wilson. The Nation’s GA President did so.'?3; and

viii. | Apparently, the owner of Carolina Modular Buildings, Inc. provided the
fully executed contract to Alan Wilson, as Mr. Wilson conveyed it to the
Nation’s GA, directing them to sign the back of the contract (as requested
by Carolina Modular’s owner) and send it back to him so that he could
send it to Carolina Modular’s owner.

The Nation allowed this de facto management to occur in the absence of an approved
management contract.

Coordinating Payment for Expediting the Modular Buildings: de facto management

EE.On October 21, 2021, Kris Irwin of Delaware North, the Nation’s consultant, sent
an email to the Nation’s GA President and Vice President with the subject line
“Two Kings Expansion — Caroline Modular: Inv_2966_from
Titan_Modular_Systems_Inc_24736.pdf.” The email said “Alan Wilson from Sky
Boat forwarded on the attached invoice which he has reviewed and indicated
aligns with the agreement. He asked that I submit this to CNGA for payment.” !24

FF. The following day, the Nation’s GA President sent an email to Alan Wilson,
copying the GA Vice President, advising “Alan—previous payments were made
to Carolina. This invoice is to Titan which is not the contracted party. Please have
them correct the invoice to match. Thanks.”!25 Eight minutes later, Mr. Wilson
responded, explaining:

The payment is due the manufacturer, Titan Modular Systems, Inc. They
are the company that eared the incentive of delivering the units ahead of

'23 Email to Trent Troxel and Jeff Harris, Catawba Nation, and Alan Wilson, AHG Group, from Mike Ulizio, Two
Kings Casino, re: CINGA - Carolina Modular executed (Aug. 27, 2021 8:43 AM) (including signed and dated
attachments: (1) Lease / Rental Agreement No. 1101, November 1, 2021 start of lease term; (2) Rider to Lease
Agreement No. 1101 Carolina Modular (Lessor) and the Catawba Indian Nation Gaming Authority (Lessee); (3)
Scope of Work; (4) Contract Clarifications).

124 Email to Mike Ulizio and Trent Troxel, Two Kings Casino, from Kris Irwin, Delaware North re: Two Kings
Expansion — Caroline Modular: Inv_2966_from Titan_Modular_Systems_Inc_24736.pdf. (Oct. 21,2021, 4:45 PM).
'25 Email to Alan Wilson, AHG Group, and Trent Troxel, Two Kings Casino, from Mike Ulizio, Two Kings Casino
re: Two Kings Expansion — Caroline Modular: Inv_2966_from Titan_Modular_Systems_Inc_24736.pdf. (Oct. 22,
2021, 10:12 AM).

20


maintain the modular facility.”** Section 14 of the MFL and Amended MFL
prohibit the GA from altering the temporary gaming facility.*”

I. Compliance’s July 1, 2021 Letter of Concern advised the Nation that the MFL
was a management contract that should have been submitted to the Chair for
review. Compliance’s finding was supported, in part, by Sky Boat’s ability to
determine when alterations are made to the temporary gaming facility.°°

J. The MFL and Amended MFL are sublets under the GL, which the Nation
admits.?! As such, they do not modify Sky Boat’s rights under the GL, which it
retains. °?

K. During the time period at issue—on October 13 and 14, 2021, NIGC’s
Washington D.C. Region Director provided on-site managing without an
approved contract training to the Nation; its Gaming Authority; its consultant,
Delaware North; and Sky Boat. The Nation’s Chief, Assistant Chief, GA
President, GA Vice President, and Sky Boat Member Wallace Cheves attended
this training.°?

L. Nevertheless, from July 1, 2021 through November 4, 2021, when the temporary
casino was operational, Sky Boat exercised its rights under the MFL (or amended
MEL) and GL—expanding the gaming facility. Specifically, Sky Boat, its owners,
officials, managers and consultant:

i. handled the modular expansion acquisition and expedition,

ii. negotiated the contract for the expansion’s modular buildings and their
expedition,

iii. controlled the contract’s finalization, execution, and the issuance of
consideration necessary to make it operative;

iv. _ served as the point of contact for the invoices associated with the modular
buildings, and

v. coordinated payments for the invoices for the casino and expansion’s
modular buildings.

Modular Building Acquisition & Negotiation of Contract: de jure management

M. Sky Boat, specifically, partial owner Alan Ginsburg, coordinated the expansion’s
modular acquisition and expedition and negotiated the contract for them.

N. By letter, dated August 12, 2021, entitled “Catawba Nation Order Revised
Clarification and Understanding,” Mr. Ginsburg outlined the agreement with

88 See Modular Facility Lease §§ 1.1 & 1.4.

89 Amended MFL §14.

90 See note 60, supra, LOC at 10.

9! See Letter to Thomas Cunningham, NIGC, from William Harris, Catawba Indian Nation Chief re: Response to 3TM
Status Update ~ Ground Lease and Recent Incomplete Submission (Catawba Indian Nation’s Agreements) at 2.

92 See Memo to Compliance Division, from Jo-Ann Shyloski, Of Counsel, and Michael Hoenig, Genera! Counsel re:
Lega! Analysis of Catawba Nation’s January 20, 2022 Letter (Feb. 14, 2022).

%3 Catawba Sign-in Sheet, On-site Training (Oct. 13-14, 2021).

14


submit their invoices directly to CNGA? It would help to ensure all payments are
made in a timely manner. Thank you.” Mr. Wilson responded “I’ve requested
that the invoices be sent to Mike and Trent.”!3

PP. On September 30, 2021, Carolina Modular Buildings, Inc. sent an overdue notice
to Alan Wilson for Invoice 9463, September’s invoice. The next day, Mr. Wilson
forwarded the notice to the GA Vice President, noting “I received this past due
notice.””!40

QQ. On October 1, 2021, Carolina Modular Buildings, Inc. sent its October
monthly invoice directly to the Nation’s GA Vice President, copying Alan
Wilson.'*! Its November 2021 invoice was conveyed in the same manner. !4?

RR. On November 4, 2021, a Two Kings Casino Accounts Payable
Representative emailed Alan Wilson about duplicate invoices for September 2021
and future invoice submissions, instructing the use of a new Accounts Payable
email address for them.'*? In response, Mr. Wilson directed that the
Representative send the request to the owner of Carolina Modular. '44

SS. As demonstrated above, while the Nation’s temporary gaming facility was
operating, from July 1, 2021 through approximately September 1, 2021, Sky Boat,
its owners, officials, managers, and its consultant acted as the de facto manager of
the invoicing and payments for the casino’s modular buildings and the
expansion’s modular buildings. In particular:

i. The Nation’s temporary gaming facility was operating during this time
period;

ii. Alan Wilson was denoted as the point of contact for such invoicing by the
Nation’s consultant, Delaware North;

139 Email to Alan Wilson, AHG Group, from Kris Irwin, Delaware North, re: Invoice 9461 from Carolina Modular
Buildings, Inc. (Sept. 1, 2021, 7:48 AM); Email to Kris Irwin, Delaware North, from Alan Wilson, AHG Group re:
Invoice 9461 from Carolina Modular Buildings, Inc. (Sept. 1, 2021, 10:03 AM).

\40 Email to Alan Wilson, AHG Group, from Carolina Modular Buildings, Inc. (Sept. 30, 2021, 1:03 PM); Email to
Trent Troxel from Alan Wilson, AHG Group, re: Fw: Invoice 9463 is overdue (Oct. 1, 2021, 4:17 AM).

14U Email to Trent Troxel, Catawba, from Carolina Modular Buildings, Inc. re: Invoice 9612 from Carolina Modular
Buildings, Inc. (Oct. 1, 2021, 4:00 AM).

142 Email to Trent Troxel, Catawba, from Carolina Modular Buildings, Inc. re: Invoice 9711 from Carolina Modular
Buildings, Inc. (Nov. 1, 2021, 5:07 AM).

'43 Email to Alan Wilson, AHG Group, from Tammy Chapman, Two Kings Casino, copying Trent Troxel, Rick
Home, and Mike Ulizio, Two Kings Casino re: Two Kings Casino Invoices for Sept 2021 (Nov. 4, 2021, 10:40
AM).

‘44 Email to Tammy Chapman, Two Kings Casino, from Alan Wilson, ANG Group, copying Trent Troxel, Rick
Home, and Mike Ulizio, Two Kings Casino, re: Two Kings Casino Invoices for Sept 2021 (Nov. 4, 2021, 10:16
AM).

24


the performance of such activities is a management contract requiring NIGC approval.!”
Courts have accepted the agency's interpretation.'*

B. Management may be partial.'? To constitute management, a tribe need not relinquish
all of its decision-making authority to a third party.?° And a third party need not be
involved in the overall management of the casino as long as it is given “the right to
manage, or the opportunity to manage” parts of it.?!

C. “[N]either [IGRA] nor the [NIGC] regulations contain a definition of manager or
management that would suggest that management is only management when the
manager’s decisions are not subject to tribal oversight. Nor does the ordinary
definition of management suggest that a manager is not a manager if an owner, board,
or other manager is capable of overriding particular management decisions. [NIGC’s]
Bulletin 94-5 agrees that ‘the exercise of ultimate decision-making authority by the
tribal council or the board of directors does not mean that an entity or individual
reporting to such a body is not ‘managing’ all or part of the operation.””22

D. U.S. Supreme Court precedent establishes that management employees are “those who
formulate and effectuate management policies by expressing and making operative the
decision of their employer.”?
not control whether the employee is “managerial.”?4 Rather, employee’s actual job
responsibilities, authority, and relationship to management govern the employee’s
management status.?5 In essence, an employee can qualify as management if they possess
actual authority to take discretionary actions—thus being a de jure manager—or they
recommend discretionary actions, which are implemented by others possessing actual
authority to control employer policy—thus being a de facto manager.?°

E. Permitting others to manage operations of a casino or part thereof transfers management
responsibility to a third party in violation of the IGRA.*7

"7 Id. at 3.

'8 Id. at3 (citing 25C.F.R. § 502.15 (“Management contract means any contract [that] provides for the management
of allor part of a gaming operation.”) and Sharp Image Gaming, Inc. v. Shingle Springs Band of Miwok Indians, 15
Cal. App. Sth 391, 436 (Ct. App. 2017), reh’g denied (Oct. 16,2017), review denied (Dec. 20, 2017), petition for
certiorari denied; Outsource Servs. Mgmt., LLC v. Nooksack Bus. Corp., 172 Wash. App. 799, 824, aff'd on other
grounds, 181 Wash. 2d 272 (2014); First Am. Kickapoo Operations, L.L.C. v. Multimedia Games, Inc., 412 F.3d
1166, 1175 (10th Cir. 2005); New Gaming Sys., Inc. v. Nat'l Indian Gaming Comm'n, 896 F. Supp. 2d 1093, 1102—
03 (W.D. Okla. 2012).

'9 Id. at3.

20 Jd. at 3 (citing Sharp Image Gaming, supra at 438-39; New Gaming Sys., supra at 1105).

21 New Gaming Sys., supra at 1103.

22 First Am. Kickapoo, 412 F.3d at 1175.

23 NLRB. v. Bell Aerospace Co., 416 U.S. 267, 288 (1974).

24 Waldau v. M.S.P.B., 19 F.3d 1395 (Fed.Cir. 1994).

25 Id. at 1399.

26 Id. at 1399 (citing N.L.R.B. v. Yeshiva, 444 US. 672, 683 (1980)).

27 See Wells Fargo Bank v. Lake of the Torches Economic Development Corp., 658 F.3d 684, 698 (7"" Cir. 2011).

5

3 A specific job title of the position held by the employee does


GG.

HH.

Il.

schedule. We don’t want Carolina Modular to benefit from Titan’s
performance. Let me know what additional information you need to process
the payment to Titan. If necessary, I could get you a letter from Carolina
Modular stating Titan is due the incentive. I’ve attached the incentive
letter, !26

Thirty minutes later, the GA President asked a follow-up question of Mr. Wilson:
“Thank you for the clarification with regards to the expediting. That makes sense.
My follow up to that is does this replace the delivery and blocking charges in the
Carolina contract then?”!27

Minutes later, Alan Wilson further clarified: “Unfortunately, this doesn’t replace
the delivery and blocking charges. This is an add to get the factory to prioritize the
order and meet the earlier delivery dates.”!?8

On November 3, 2021, the owner of Carolina Modular sent Alan Wilson
an email, inquiring:

[D]id you receive the $150,000 invoice that I sent you for Titan Modular
to deliver the 24 sectional Casino modular by October 9" as agreed upon.
I assumed that you would forward that invoice to [Nation’s GA Vice
President] for payment? We have several past due invoices for the tribe
and I wanted to confirm that Trent is still the accounts payable person?
Thank You!?9

The next day, Alan Wilson forwarded the email to the Nation’s GA
President and Vice President, stating “I’ll respond to [Carolina Modular’s owner]
that he has [the GA Vice President’s] email and let him know that the Titan
invoice was paid.”!3°

Additionally, on October 26, Kris Irwin of Delaware North, the Nation’s
consultant, emailed Wallace Cheves, Sky Boat Member, passing a Yates-Metcon
email about a delay in the restroom trailer delivery, and advising “I wanted to
make sure you were aware of this since I believe Sky Boat incentive monies were

'27 Email to Alan
re: Two Kings Ex
2021, 10:56 AM).

'28 Email to Mike Ulizio and Trent Troxel, Two Kings Casino, from Alan Wilson, AHG Group, re: Two Kings
Expansion ~ Caroline Modular: Inv_2966_from Titan_Modular_Systems_Inc_24736.pdf. (Oct. 22,2021, 10:59

29 Email to Alan
130 Email to Mike Ulizio and Trent Troxel from Alan Wilson, AHG Group re: Titan Invoice (Nov. 4, 2021, 10:09

126 Email to Mike Ulizio and Trent Troxel, Two Kings Casino, from Alan Wilson, AHG Group, re: Two Kings
Expansion ~ Caroline Modular: Inv_2966 from Titan_Modular_Systems_Inc_24736.pdf. (Oct. 22, 2021, 10:20

Wilson, AHG Group, and Trent Troxel, Two Kings Casino, from Mike Ulizio, Two Kings Casino
pansion ~ Caroline Modular: Inv_2966_from Titan_Modular_Systems_Inc_24736.pdf. (Oct. 22,

Wilson, AHG Group, from Russel Edwards re: Titan Invoice (Nov. 3, 2021, 12:11 PM).

21


a. There is no cure for these violations. The parties cannot correct or undo Sky
Boat’s managing in the absence of an approved management contract or the
Nation’s allowance of it. Nor can the parties fix their failure to timely submit the
Ground Lease, an executed management contract, as the time to do so lapsed over
two years ago.

b. Nevertheless, from this date forward, the Nation and Sky Boat, its associated
entities, owners, officials, managers, and consultant must not act under the
Ground Lease because it is void as an unapproved management contract. The
same directive applies to the modular facility lease and its amendment: despite the
fact that the amended MFL expired upon its own terms in late July 2022, the
parties and their associated entities must not to act pursuant to it or its holdover
provision. Specifically, the parties and their associated entities shall not make nor
accept payments under the amended MFL’s holdover provision.

c. Lastly, the Nation and its tribal entities shall ensure that Sky Boat, its owners,
officials, managers, and its consultant do not exercise control or authority over the
Nation’s gaming facilities, in whole or in part. This directive includes any entity
owned in whole or part by them; any entity in which they or an entity owned by
them is a shareholder or partial owner; and any entity associated with them. All
control, authority, and de jure or de facto management in the Nation’s gaming
facilities by the above listed entities and individuals must cease.

9. Appeal

The parties may appeal this Notice of Violation within 30 days of service by:

1) requesting a hearing before a Presiding Official under 25 C.F.R. part 584; or

2) waiving their right to an oral hearing and instead electing to have the matter
determined by the Commission solely on the basis of written submissions pursuant to 25
C.F.R. part 585. Failure to file an appeal within the time provided shall result in a
waiver of the right to appeal.

Any appeal of this Notice of Violation should be submitted to the NIGC at the following
address: NIGC Attn: Office of General Counsel 1849 C Street NW Mail Stop # 1621
Washington, DC 20240. A notice of appeal must reference this Notice of Violation.

If a party elects a hearing under part 584, it must file a notice of appeal within 30 days
after the service of this Notice of Violation, referencing the notice. Within 10 days after
filing a notice of appeal, the party must file an appeal brief, stating with particularity the
relief desired and the grounds in support, including supporting documentation and
evidence in the form of affidavits. If a party prefers a closed hearing, the brief should
include such a request and the reasons therefor. And if a party desires to present oral
testimony at the hearing, the brief must list the specific names of proposed witnesses and
the general nature of their expected testimony.

Pursuant to part 585, a party may waive their right to an oral hearing and instead elect to

have the appeal determined by the Commission solely on the bases of written
submissions. Within 30 days after service of this Notice of Violation, the party must file a

27


vi. — The Carolina Modular owner's acknowledgment in his November 3, 2021
email of Alan Wilson as the point of contact for payment of the expediting
invoice.; and

vii. | Alan Wilson’s conveyance of the November 3, 2021 email to the Nation’s
GA President and Vice President, advising that he would let the Carolina
Modular owner know that the expediting invoice was paid. Plus, Mr.
Wilson’s execution of this representation.

The Nation permitted this de facto management to occur, in the absence of an approved
management contract.

Coordinating the Casino and modular expansion’s invoices & payments

LL.On July 1, 2021, Kris Irwin of Delaware North, the Nation’s consultant, emailed
the Nation’s GA President, Vice President and Controller, copying Alan Wilson.
The email’s subject heading was
“Invoice_9249_from_Carolina_Modular_Buildings_Inc.pdf.” Her email advised
“Please see attached invoice for the monthly rental costs of the trailers. I have
added Alan Wilson to this email chain as he is the person who is the contact for
Carolina Modular for invoicing purposes.”!34 Invoice 9242 was from Carolina
Modular Buildings, Inc. to the Nation’s GA for the month of July 2021,
specifically “252 ft x 60 ft Casino & 2 12 x 36 Bathrooms” and “Monthly Rental
of 2 36 x 60 Triple wide modular.”!35

MM. On August 1, 2021, Carolina Modular Buildings, Inc. sent via email that
month’s invoice for the same exact items—the Casino, Bathroom, and Triple-
wide modulars—to Alan Wilson. Over an hour later, Mr. Wilson forwarded the
invoice to the GA President, copying the Vice President and Controller,
instructing “Please process this payment.”!?6 This invoice, Invoice 9346, was the
same as the prior month with exception of the dates of service.!37

NN. On August 30, 2021, Carolina Modular Buildings, Inc. sent an overdue
notice to Alan Wilson for Invoice 9346, which Mr. Wilson forwarded to the GA
President and Vice President, noting “New invoice from Carolina Modular.” '38

oo. On September 1, 2021, Kris Irwin of Delaware North, the Nation’s
consultant, sent an email to Alan Wilson, asking “Any way Carolina Modular can

134 Email to Mike Ulizio, Trent Troxel, and Rick Home, from Kris Irwin re: Two Kings - Trailer Rental Invoice:
Invoice_9242 _from_Carolina_Modular_Buildings_Inc.pdf (July 1, 2021, 11:23 AM).

135 Jd.; Attachment, Invoice_9242_from_Carolina_Modular Buildings Inc.pdf

136 Email to Mike Ulizio from Alan Wilson, AHG Group, copying Trent Troxel and Rick Home re: Fw: Invoice
9346 from Carolina Modular Buildings, Inc. (Aug. 1, 2021, 6:13 AM).

137 Jd; Attachment: Invoice_9346_from_Carolina_Modular_Buildings_Inc.pdf

138 Email to Alan Wilson, AHG Group, from Carolina Modular Buildings, Inc. re: Invoice 9346 is overdue (Aug. 30,
2021, 12:15 PM); Email to Mike Ulizio and Trent Troxel from Alan Wilson, AHG Group re: Invoice 9346 is
overdue (Aug. 30, 2021, 11:38 AM).

23


modular units on Friday moming? I‘d say you can plan to go ahead and make
payment then unless I contact you since we expect the EC will approve.“!'!4 Two-
plus hours later, Alan Wilson sent the GA President the invoice and wire
instructions.''5

Y. The next day, August 26, 2021 at 8:39 PM, the Nation’s in-house attorney
provided via email the agreement for the expansion modular buildings to the
Nation’s GA President, copying Alan Wilson. The attorney noted that the
Executive Committee and GA Board had approved them that day. The email
requested the GA President sign the agreements, return them to the attorney and
Alan Wilson the next morning, and send the payment to Carolina Modular.''®

Z. On Friday, August 27, 2021 at 9:07 AM, the GA President sent payment
instructions via email to the Controller of the Nation’s Two Kings Casino. At
10:56 AM, the Controller verified the payment was processed and sent. One
minute later, the GA President sent Alan Wilson the Controller’s email, stating
“Please see below confirmation for wire.”!!7

AA. The same day at 9:27 AM, the GA President sent an email to the Nation’s
in-house attorney, copying Alan Wilson, questioning which lease agreement to
sign and asking for confirmation that three described documents were the ones for
execution.''§ Alan Wilson responded seven minutes later: “You are correct. I’ve
attached the contract clarification and Scope of work that pertain to lease 1101.
Also included are the other documents you described.”!!9

BB. Later the same day at 2:44 PM, Alan Wilson emailed the GA President,
copying the Nation’s in-house attomey, the GA Vice President, and the owner of
Carolina Modular Buildings, Inc., providing the fully executed contract signed by
Carolina Modular’s owner. Mr. Wilson instructed the President to sign the back of
the lease, as it set forth the terms and conditions, and ended the email with
“Please sign the bottom of page 2 and 3 and I will forward it to [Carolina
Modular’s owner].”!2°

4 Ig.
"5 Email to Jeff Harris, Catawba Nation, and Michael Ulizio, Two Kings Casino, from Alan Wilson, AHG Group,
copying Gregory A. Smith, Hobbs Straus; Wallace Cheves, Sky Boat; and Kris Irwin, Delaware North re: Carolina
Modular Lease for Expansion (Aug. 25, 2021 12:08 PM).

'16 Email to Michael Ulizio, Two Kings Casino, and Trent Troxel, Catawba Nation, from Jeff Harris, Catawba
Nation, copying Alan Wilson, AHG Group re: Carolina Modular Lease for Expansion (Aug. 26, 2021 8:39 PM); see
also Resolution of the Catawba Indian Nation Gaming Authority, Resolution Approving the Lease/Rental Agreement
between the Catawba Indian Nation Gaming Authority and Carolina Modular, Resolution Number: GA 20210826
(Aug, 26, 2021).

"17 Email to Alan Wilson, AHG Group, and Jeff Harris, Catawba Nation, from Mike Ulizio, Two Kings Casino re:
Carolina Modular Lease for Expansion (Aug. 27, 2021 10:57 AM).

‘18 Email to Jeff Harris and Trent Troxel, Catawba Nation from Mike Ulizio, Two Kings Casino, copying Alan
Wilson, AHG Group re: Carolina Modular Lease for Expansion (Aug. 27,2021 9:27 AM).

'I9 Email to Mike Ulizio, Two Kings Casino, and Jeff Harris and Trent Troxel, Catawba Nation from Alan Wilson,
AHG Group re: Carolina Modular Lease for Expansion (Aug. 27, 2021 9:34 AM).

!20 Email to Mike Ulizio, Two Kings Casino, from Alan Wilson, AHG Group, copying Jeff Harris and Trent Troxel,
Catawba Nation and Russel Edwards up re: Carolina Modular Lease for Expansion (Aug. 27, 2021 2:44 PM).

18


removing three provisions but not Section 14——forbidding the Nation’s Gaming
Authority from altering the temporary gaming facility and the portion of the land it is
on.®’ The partics, however, did not enter into the planned amendment to the Ground
Lease, nor was the Ground Lease terminated.

As mentioned before, under the Ground Lease, Sky Boat may make any additions,
alterations, expansions or replacements to the temporary gaming facility.°* Underscoring
this right is Section 14 of the modular facility lease and amended modular facility lease,
which prohibits the Nation’s Gaming Authority from altering the temporary gaming
facility.°? This power—“to determine when . . . alterations are made to the gaming
operation,” among others in the modular facility lease, formed the bases for
Compliance’s LOC finding that it is management contract.”° In the LOC, Compliance
also warmed the Nation that operating under the modular facility lease “puts the Nation
and related parties at risk of violating IGRA, NIGC’s regulations, and the Nation’s
gaming ordinance and could lead to a Notice of Violation, a Civil Fine Assessment,
and/or an Order of Temporary Closure.”?!

D. Managing without an approved Management Contract

The Nation’s temporary casino opened on July 1, 2021 and continues operating to
this day. Despite being on notice as of July 1, 2021 that acting under the modular facility
lease may result in an enforcement action and receiving NIGC training on such actions,
Sky Boat exercised its rights under that lease, its amendment, and the Ground Lease
between July 1, 2021 and November 4, 2021, and the Nation allowed them to do so.
Specifically, Sky Boat acted under these leases by:

handling the modular expansion acquisition and expedition,
negotiating the contract for the modular expansion acquisition and expedition,
controlling the contract’s finalization, execution, and the issuance of
consideration to make it operative,

e serving as the point of contact for the invoices associated with the expansion
modular buildings, and

¢ coordinating payments for them.

Two individuals performed under these leases and the amended modular facility
lease on behalf of Sky Boat: Alan Ginsburg of AHG Group Holdings, LLC—the entity
that owns CSV Investors, LLC, one of three entity-owners of Sky Boat, and Alan Wilson,
a Sky Boat executive or paid consultant for AHG entities.’? But even if Sky Boat, Alan
Ginsburg, and Alan Wilson were not acting under the Ground Lease, modular facility
lease, or the amended modular facility lease from July 1, 2021 through November 4,

§7 See First Amendment to Lease Agreement §14 (Oct. 2021) (herein amended modular facility lease). As an aside
the amended modular facility lease expired by its own terms on July 29, 2022.

68 Ground Lease § 6.1.

69 See Modular Facility Lease and Amended Modular Facility Lease § 14.

70 See note 60, supra, LOC at 10.

7) Id. at 25.

72 See note 39, supra at *4-*5, and note 42, supra. As an aside, the letterhead used by Alan Ginsburg simply reads
“AHG Group.”

10


AHG Group Holdings, LLC
700 W. Morse Blvd., Ste. 220
Winter Park, FL 32789

Alan Ginsburg

Gene Harris, Manager of Manager
Aaron Gorovitz

AHG Group LLC

700 W. Morse Bivd., Suite 220
Winter Park, FL 32789

Wallace B. Cheves, Jr., Owner
Sky Boat Development, LLC
1209 Orange St.

Wilmington, DE 19801-1120

The Corporation Trust Company

Registered Agent for Sky Boat Development, LLC
Corporation Trust Center

1209 Orange St.

Wilmington, DE 19801

Gene Harris, Manager of Manager
KML Investors, LLC

700 W. Morse Blvd., Ste. 220
Winter Park, FL 32789

Grakira tion

Legal Staff Executive Administrator


In 2019, Sky Boat was created as a Delaware limited-liability company. Three
members own the company: CSV Investors, LLC; Sky Boat Development, LLC: and
KML Investors, LLC, cach of which holds one-third of the outstanding membership
interests.°4 CSV Investors, LLC and KML Investors, LLC possess the same manager:
AHG Manager, LLC, which is in turn managed by Alan Ginsburg, Gene Harris, and
Aaron Gorovitz.>*

A board of three managers directs Sky Boat, and each member appoints a
manager.*° Wallace Cheves, Joseph Giordano, and Gene Harris are the managers, who
were appointed by Sky Boat Development, LLC; KML Investors, LLC; and CSV
Investors, LLC, respectively.>” Wallace Cheves owns Sky Boat Development LLC.28
AHG Group Holdings, LLC owns CSV Investors, LLC and Ginsburg, Harris, and
Gorovitz manage it.°? Family trusts and partnerships for Ginsburg, Harris, and Gorovitz
ultimately own KML Investors, LLC.*° Ginsburg, Harris, and Gorovitz also own and
manage AHG Group LLC.*! Alan Wilson is a “construction finance executive” for Sky
Boat, “responsible for reviewing budgets, loan costs, and project job cost accounting.”*4?
Previously, Alan Wilson was a paid consultant for AHG entities.*3

B. Request for a Legal Advisory Opinion that the Amendment to Ground Lease is
not a Management Contract

On December 24, 2020, the Nation’s attorney requested an advisory legal opinion
(called a declination letter**) from the NIGC Office of General Counsel (OGC) for an
Amendment to Ground Lease that the Nation intended to enter into with Sky Boat.‘>
Along with the Amendment, the Nation’s attorney conveyed three other agreements
between the Nation and Sky Boat: a Ground Lease, a Development Agreement, and a
Developer Security Agreement.‘® Because the three agreements were final, they were not
part of the declination letter request, but to show “how the Nation’s gaming-facility
agreements fit together.”47 All of the agreements involve the Nation’s trust parcel in
Kings Mountain, North Carolina and the gaming facilities planned on it, as the plan was

34 Letter to Michael Hoenig, NIGC General Counsel, from Gregory A. Smith, Hobbs Straus Dean & Walker re:
Declination Letter Request—Cata wba Indian Nation at 4 (Dec. 24, 2020) (hereinafter Declination Letter Request).
+5 Secretary of State filings for CSV Investors, LLC, KML Investors, LLC, AHG Group LLC, and AHG Manager
LLC (2021).

36 See note 34, supra.

37 Id.

38 Email to Tom Cunningham, NIGC Chief Compliance Officer, from Gregory A. Smith, Hobbs Straus Dean &
Walker re: Ownership Information (July 14, 2021, 7:15:21 AM).

3° See Warren Hill, LLC v. Neptune Invs., LLC, No. CV 20-452, 2020 WL 7353306, at *4 (E.D. Pa. Dec. 15, 2020),
motion for relief from judgment denied, No. CV 20-452, 2021 WL 2711479 (E.D. Pa. June 30, 2021).

4° KML Investors, LLC Ownership Chart.

41 See note 35, supra.

* Letter to NIGC Region Director Shawnna Castellano from Aaron J, Harkins, Attomey for Sky Boat and Sky Boat
individuals (Sept. 13, 2022).

+ See note 39, supra *4-*5,

+4 See Helpful Hints for Submitting Requests for a Legal Opinion to the NIGC Office of General Counsel (Dec.

2013), https://www.nige.gov/images. uploads game-opinions/Submit ingRequest forLegalOpi nionDec112013 pdf ;
NIGC website, Declination Letters, ‘www nige. gov. } ~review-letti

+5 Declination Letter Request at 1.

4 Id.

47 Id.


5.

F. A contract that affords a third-party company the opportunity to “set up working policy” for
an operating tribal gaming operation constitutes a management contract under IGRA.?*

G. A lease that allows a third party to supervise the completion of construction and
improvements of gaming facilities when the facility or part thereof is operating qualifies as a
management contract for that reason among others.??

H. Previously, the NIGC Chair issued an NOV to a third party for managing without an
approved contract on the grounds that the party entered into contracts with contractors for
purposes of maintaining the gaming facility as well as for other management actions.?°

I. Similarly, the Chair issued an NOV against a third-party because the party was “instrumental
in financing, renovating and expanding” the functioning gaming operation, paid for the cost
of constructing two new gaming facilities, and was involved in the design for the
expansion.>!

Role of Approval of Management Contracts

The failure by the Nation and Sky Boat to submit the Ground Lease as a
management contract for the Chair’s review and approval as well as Sky Boat’s control
over discrete aspects of the expansion of the temporary facility in the absence of an
approved management contract threatens the NIGC’s ability to achieve the goals
mandated by Congress. These goals are shielding the Nation from organized crime and
other corrupting influences; ensuring that the Nation is the primary beneficiary of the
gaming operation; and ensuring fair and honest conduct in gaming by both the operator
and players.3?

The Circumstances of the Violations are:
A. The Parties

The Catawba Indian Nation (Nation) is a federally recognized Indian tribe with
tribal headquarters in Rock Hill, South Carolina.? The Nation owns a gaming operation

known as the Catawba Two Kings Casino in Kings Mountain, North Carolina, which has
been open and operating since July 1, 2021.

28 See First Am. Kickapoo, 412 F.3d at 1172.

29 Id. at 1174 (noting that NIGC OGC’s legal opinion relied in part on the third-party’s supervision of construction
and improvements to opine that the contract was a management contract. The contract permitted the third party to
“develop procedures, supervise completion of construction and improvements, and train and supervise employees
for the first three months of operation.”).

3° See NIGC Notice of Violation, NOV-06-08 at 8 (2006).

3! See NIGC Notice of Violation, NOV-07-02 at 5-6 (2007).

32 See 25 U.S.C. § 2702(2).

+3 Dep't of Interior, Bureau of Indian Affairs, Indian Entities Recognized by and Eligible To Receive Services From
the United States Bureau of Indian Affairs, 87 Fed. Reg. 4636-464} (Jan. 28, 2022).

6


ce, The Nation admits that Sky Boat handled the modular expansion’s
acquisition, explaining of Alan Wilson: “The Nation and Gaming Authority's
interactions with him were limited to discussions about his independent tracking
of construction budget items and receiving the contract from Carolina Modular
for the procurement of the modular facilities as discussed above.”!?! The
discussion above represents: “The only recommendation, suggestion or report we
have identified coming from Sky Boat / AHG Group is the email that included
contract documents from Alan Wilson for the modular facilities used for the
expansion.”!22

DD. As demonstrated above, when the Nation’s temporary facility was
operating, Sky Boat, including its owners, officials, managers, and consultant,
acted as a de facto manager in their handling of the expansion’s modular
buildings contract execution and initial payment. De facto managers recommend
discretionary actions implemented by others with actual authority. Such de facto
management occurred here, taking the totality of circumstances into
consideration, particularly:

i. The Nation’s temporary casino was operating throughout the period of
time at issue here;

ii. The Nation admits that it received the “contract documents from Alan
Wilson for the modular facilities used for the expansion.” In fact, Alan
Wilson, Sky Boat’s executive or consultant, gave the Nation’s attorneys a
day to execute the modular buildings’ contract and make the initial
payment for it.;

iii. | The Nation’s outside attorney responded within fifteen minutes to Mr.
Wilson’s conveyance of the contract, characterizing it as “advance
decision making.”;

iv. | When the Nation’s outside attomey provided comments on the contract
documents, Mr. Wilson informed the attommey that “[t]he lease and
addendums are ok as submitted. Please have them signed and the invoice
paid .. ..” And, in responding to a specific comment requesting an
explanation for significant changes in the scope of work, Mr. Wilson said
simply that Sky Boat had “signed off” on the contract clarification and
scope of work and “[t]hese are approved.”;

v. Subsequently, when inquiring about the status of the contract execution
and payment, Alan Wilson was told the Nation’s Executive Committee
approval was needed and on the agenda for the next day. Nevertheless,
within less than hour of the email exchange, the Nation’s attomey made a

12 Letter to Shawnna Castellano, NIGC Regional Director, from Jeff Harris, Catawba Nation Tribal Attomey re:
Catawba Indian Nation and Catawba Gaming Authority’s Responses to NIGC Third Document Request at 3 (Sept.
23,2022).

122 fg

19


advisory opinion®® as to the Amendment to Ground Lease until Compliance finished its
Sas)
review.

C. Letter of Concern Issued by NIGC Compliance Division

On July 1, 2021, Compliance issued a Letter of Concern (LOC) to the Nation
regarding the executed agreements. The LOC conveyed Compliance’s finding that the
Development Agreement, Ground Lease, and Security Agreement, collectively, gave Sky
Boat a proprietary interest in the Nation’s gaming activity, in violation of IGRA, NIGC
regulations, and the Nation’s gaming ordinance.®° Importantly, the LOC concluded that
the Development Agreement and the modular facility lease agreement were management
agreements that required the NIGC Chair’s review and approval. Of note was Sky Boat’s
“ability to determine when repairs or alterations are made to the gaming operation.”®!
Additionally, given the agreement and lease’s lack of submission to the Chair, both were
out of compliance with NIGC regulations.®? Also on July 1, 2021, the Two Kings Casino,
the Nation’s temporary gaming facility, opened to the public.®?

On October 7, 2021, Compliance issued a document request to the Nation “[i]n
order to fully understand the Nation’s relationship with the various entities involved in
this transaction.”°4 A week later, the Washington D.C. Region Director gave on-site
training to the Nation; its Gaming Authority; its consultant, Delaware North; and Sky
Boat. The Nation’s Chief, Assistant Chief, GA President, GA Vice President, and Sky
Boat Member Wallace Cheves attended.®> Courses given included Basic IGRA and NIGC
regulations and NIGC Enforcement Actions, covering managing without an approved
contract violations.®

In late October 2021, the Nation and Sky Boat terminated the Development
Agreement and Developer Security Agreement, advising the NIGC of the termination on
October 25, 2021. Also on that date, the parties modified the modular facility lease

58 Or declination letter.
5° Letter to Greg Smith, Hobbs Straus Dean & Walker, from Michael Hoenig, NIGC General Counsel re: Review of
Agreements between the Catawba Indian Nation and Kings Mountain Sky Boat Partners, LLC at 2 (May 10, 2021).
6 Letter of Concem to William Harris, Chief, Catawba Indian Nation, from Tom Cunningham, NIGC Chief
Compliance Officer re: Catawba Indian Nation’s Agreements at 3 & 7 (July 1, 2021) (hereinafter LOC).
61 Id.
82 fd. at 3-6, 10 & 23.
® Two Kings Casino SAS 135 Letter for the period of July 1, 2021 through Dec. 31,2021 (Apr. 26, 2022); Audited
Financia] Statements for the period of July 1, 2021 through Dec. 31,2021 (Apr. 26, 2022); MICS AUP Report for
the period of July 1, 2021 through Dec. 31, 2021 (Apr. 27, 2022); WCNC Charlotte, New Kings Mountain casino
opens Thursday by) Brandon Goldner (July 1, 2021, 3:49 PM | & 7:33 PM),

cle/news/local/cata wba-two-k: in- f 4a fad7b-a8cf-

435f-8e66-25ba 156b05 13; Facility License issuance notification documents Guly 14, 2021) Declaration of
Shawnna Castellano, NIGC Washington D.C. Region Director (October 28, 2022).
64 Letter to Chief Haris, Catawba Indian Nation, from Chief Compliance Officer Cunningham re: 2" Status Update
for July 1, 2021 Letter of Concem at 13-14 (Oct. 7, 2021). Additional document requests were issued to: the Nation
on January 4, 2022; the Nation and Sky Boat on March 25, 2022; and to the Nation, Sky Boat, DNC Gaming in
Kings Mountain LLC, AHG Group LLC, AHG Group Holdings LLC, Alan Ginsburg, Wallace Cheves, Gene Harris,
and Alan Wilson on August 24, 2022.
65 Catawba Sign-in Sheet, On-site Training (Oct. 13-14, 2021).
66 See 2021 NIGC Training Catalog at y 1& 50,
tt www Vv dl N



iii, From August 1, 2021 through November |, 2021, invoices and overdue
notices for the modular buildings were either sent directly to Alan Wilson
or he was copied on their conveyance; and

iv. On November 4, 2021, the Nation’s Casino Accounts Payable
representative reached out to Alan Wilson regarding duplicate invoices for
the modular buildings and directed him to submit future invoices to an
Accounts Payable email address.

The Nation allowed this de facto management to occur in the absence of an
approved contract.

2. Even if Sky Boat’s actions were not taken pursuant to the Ground Lease and/or the
Modular Facility leases, it, its owners, officials, managers, and consultant still
managed the expansion of the Nation’s temporary gaming facility without an
approved contract as set forth in violation #1.

A. All averments in Violation | are included here with the exception of paragraphs E

through J, L, and P.

. Through the actions outlined herein that occurred when the Nation’s Two Kings
Casino was operating, Sky Boat, its owners, officials, managers, and consultant,
managed specific aspects of the expansion of the casino without an approved
management contract in violation of IGRA and NIGC regulations.

. The Nation allowed this management to occur in the absence of an approved
management contract, violating the same laws.

3. The Ground Lease is a management contract. The parties violated NIGC
regulations by failing to submit it to the Chair within the time period required.

A. NIGC regulation, 25 C.F.R. § 533.2, governs the time-period for submitting

management contracts, mandating a tribe or a management contractor to submit a
management contract to the Chair for review within sixty (60) days of execution
by the parties.

. On July 20, 2020, the Nation and Sky Boat executed the Ground Lease.!45

. Three times—on December 21, 2021, March 7, 2022, and July 7, 2022,
Compliance and OGC advised the parties that the Ground Lease was an
unapproved management contract that was void without the Chair’s
approval.'4© And in the March 7, 2022 letter, Compliance explicitly informed the
parties that failing to submit the Ground Lease, an executed management contract,
within 60 days violates NIGC regulations.

'45 See note 51, supra.
"46 See notes 73, 78, and 81, supra.

25


Rational Indian Gaming Commission

NOTICE OF VIOLATION

Ref: NOV-22-03

Service via First class Certified mail

William Harris, Chief & Agent for Service of Process
Catawba Indian Nation

996 Avenue of the Nations

Rock Hill, SC 29730

Kathy George, President

Catawba Nation Gaming Authority
538 Kings Mountain Blvd.

Kings Mountain, NC 28086

Matt Stewart, Chair

Catawba Nation Gaming Commission
P.O. Box 1058

502 W. King St. Ste. 201

Kings Mountain, NC 28086

Wallace B. Cheves, Jr., Manager

Joseph Giordano, Manager

Gene Harris, Manager

Kings Mountain Sky Boat Partners, LLC
2626 Glenwood Ave. Ste. 550

Raleigh, NC 27608

Corporation Service Company

Registered Agent for Kings Mountain Sky Boat Partners, LLC
251 Little Falls Dr.

Wilmington, DE 19808

Gene Harris, Manager of Manager
CSV Investors, LLC

700 W. Morse Blvd., Ste. 220
Winter Park, FL 32789

CS SUNBIZ, LLC

Agent for service for CSV Investors, LLC; AHG Group Holdings, LLC; AHG Group LLC; &
KML Investors, LLC


contract is void and the exercise of any management activity under it is a
substantial violation of IGRA.”?

To date, neither the Nation or Sky Boat have submitted the Ground Lease to the NIGC as
a management contract for the NIGC Chair’s review, approval, or disapproval.

On May 16, 2022, the Nation requested that OGC issue an advisory legal
opinion®® for a $350 million Purchase and Payment Agreement to terminate the Ground
Lease, among other things. The OGC declined to do so for several reasons, among them
that the Ground Lease is an unapproved management contract and, therefore, void and of
no legal effect or value.*!

Despite the failure to submit the Ground Lease to the NIGC for review and
approval as a management contract and the absence of its approval by the NIGC Chair,
Sky Boat managed and controlled the Nation’s expansion of its temporary gaming facility
in the specific ways listed in Section 6(D) and the Violations section below. For this
purpose, Sky Boat includes its owners, managers, officials, and consultant, in their
official and individual capacities. The Nation permitted this conduct. Accordingly, Sky
Boat, CSV Investors, LLC; Sky Boat Development, LLC; and KML Investors, LLC;
Alan Ginsburg; Wallace Cheves; Joseph Giordano; Gene Harris; Alan Gorowitz, and
Alan Wilson unlawfully managed, in part, the Nation’s expansion of its temporary
gaming facility on Indian lands, in a de facto and de jure manner.

The Nation, Sky Boat, and Sky Boat’s owners, officials, and managers also
violated IGRA and NIGC regulations by failing to timely submit the Ground Lease to the
NIGC as a management contract for the Chair’s review and approval. This violation is
ongoing.

Violations

Sky Boat, its owners, officials, managers, and consultant managed in discrete ways
the expansion of the Nation’s temporary gaming facility without an approved
management contract in accordance with the parties’ Ground and Modular Facility
Leases. The Nation allowed them to do so.

A. The Nation and Sky Boat entered into a Development Agreement (DA) on July 6,
2020, retaining Sky Boat as the exclusive developer of all the Nation’s gaming
activities in North Carolina, including temporary gaming facilities and “any
additions to, or expansions of, the Casino Facilities . . . ..”°?

B. On July 1, 2021, the Nation opened its Two Kings Casino, a temporary gaming
facility and continued operating it through November 4, 2021 and beyond.

C. Also on July 1, 2021, Compliance issued Letter of Concern to the Nation,
concluding the DA was a management contract that should have been submitted

79 Id. at 2.

80 Or declination letter.

8! Letter to Chief William Harris, Catawba Indian Nation, from NIGC General Counsel Michael C. Hoenig, re:
Advisory legal opinion request—Purchase and Payment Agreement at 1 -2 (July 6, 2022). As an aside, IGRA does
not require declination letters / advisory legal opinions, but OGC issues them as a courtesy.

82 Development Agreement §§ 2.1 & 3.3.

12


2021, they still managed aspects of the Nation’s temporary facility expansion without an
approved management contract by taking these actions.

E. Ground Lease constitutes an unapproved Management Contract

On December 21, 2021, Compliance informed the Nation and Sky Boat’s attomey
that the Ground Lease constitutes an unapproved management contract, because it “grants
management control over aspects of the Nation’s current temporary gaming facility and
of the future permanent facility . . ..”73 One basis for Compliance’s conclusion was that,
under the Ground Lease, Sky Boat “may make any additions, alterations, expansions or
replacements in and to” the temporary gaming facility and the permanent facility.’4 This
allows Sky Boat to set up the working policy for the gaming facility’s additions,
expansions, and modifications. The letter also cautioned: “[o]perating under this
agreement puts the Nation and parties at risk of violating IGRA, NIGC regulations, and
the Nation’s gaming ordinance, and could lead to [an enforcement action, fine, and/or
closure order].”75 In closing, Compliance requested that the parties provide proof of how
they addressed this issue within 30 days of the letter’s date.”°

On January 20, 2022, the Nation responded, asking Compliance to reconsider its
position that the Ground Lease is an unapproved management contract.”7 On March 7,
2022, Compliance advised the Nation and Sky Boat’s attorney that the Division “stands
by its conclusion that the [Ground Lease] contains terms that grant Sky Boat management
authority over the operation, and is thus a management contract that was not submitted
within the required time and has not been approved by the NIGC Chairman.”78
Compliance further explained:

failure to submit a management contract within sixty (60) days of its execution
violates NIGC regulations. And exercising management authority pursuant to an
unapproved management contract violates IGRA, NIGC regulations and the
Nation’s gaming ordinance, which may result in the issuance of [an enforcement
action, fine, and/or closure order] to the Nation and Sky Boat as the manager of
the Tribe’s gaming.

The NIGC Compliance Division is aware of the negotiations the Nation and Sky
Boat have undertaken. Unfortunately, these negotiations have yet to address the
violation related to the [Ground Lease]. To date, the NIGC Compliance Division
has not received any information of how the parties intend to deal with this
violation. The [Ground Lease] has not been terminated and remains in effect. As a
result, it is the Division’s recommendation to the NIGC Chairman that the

73 Letter to Chief Harris, Catawba Indian Nation, from NIGC Chief Compliance Officer Cunningham re: 3 Status
Update—Ground Lease and Recent Incomplete Submission (Catawba Indian Nation’s Agreements) at 3 (Dec. 21,
2021) (copy to Aaron Harkins, Hogen Adams PLLC, attomey for Sky Boat).

74 Id. at 3-4 (citing Ground Lease § 6.1).

73 Id. at5.

77 Letter to Tom Cunningham, NIGC, from Chief William Harris, Catawba Nation re: Response to 3TM Status
Update—Ground Lease and Recent Incomplete Submission (Catawba Indian Nation’s Agreements) (Jan. 20, 2022).
78 Letter to Chief William Harris, Catawba Indian Nation, from NIGC Chief Compliance Officer Cunningham, re:
4" Status Update—Ground Lease at 1-2 (Mar. 7, 2022).

11


for Sky Boat to “develop, finance, and construct the [gaming facilities] on a tum-key
lease basis for the Nation.”4*

Earlier, on July 6, 2020, the Nation and Sky Boat entered into the Development
Agreement, retaining Sky Boat as the “exclusive agent for the design, construction,
equipping, financing and development of the casino facilities[, including temporary
facilities,] on a turn-key basis during the term of the [agreement].’4° The agreement
“prohibits Sky Boat from performing any management activities or acting as the Nation’s
agent to perform any management activities.”°°

Also on July 6, 2020, the Nation and Sky Boat agreed to the Ground Lease, where
the Nation leases its!6.57-acre trust parcel along with all improvements, including
permanent and temporary gaming facilities, to Sky Boat for a term of 25 years, with a 25-
year renewal option for $10 annual rent.5! The lease began on July 10, 2020, the date the
parcel gained trust status.>? Pursuant to the lease, Sky Boat may make any additions,

alterations, expansions or replacements to the parcel and its improvements, such as the
gaming facilities.*?

On March 29, 2021, the Nation’s Gaming Authority and Sky Boat agreed to a
modular facility lease agreement, principally a leaseback arrangement.*4 By this
agreement, Sky Boat rented a portion of the Nation’s trust land and the temporary gaming
facility back to the Nation’s Gaming Authority for $1 of rent for the lease’s term along
with additional rent for Sky Boat’s expenses to “repair, replace or maintain the modular
facility.”5* Essentially, the modular facility lease constitutes a sublet under the Ground
Lease.*® As such, it did not modify Sky Boat’s rights under the Ground Lease, which Sky
Boat retains.°7

On May 10, 2021, OGC advised the Nation’s outside counsel that the executed
agreements were referred to the NIGC Compliance Division (Compliance) to determine
whether they violate IGRA’s management contract and sole proprietary interest
requirements. In light of the referral, the General Counsel declined to issue a legal

8 id. at3.

49 Id. at 5; Development Agreement § 2.1; see also id. § 3.3 (“If the Developer and Tribe elect to develop and
operate a Temporary Facility, the Parties will enter into such additional agreements as may be necessary ....”).

5° Declination Letter Request at 5; Development Agreement § 3.1.

5! Ground Lease §§ 2.1, 3.1 & 3.2.

52 Id. §§ 1.1(f) & 3.1; Land into Trust, Acceptance of Conveyance, U.S. Dep’t of Interior, Bureau of Indian Affairs
(July 10, 2020).

533 Id. § 6.1.

54 See Email to NIGC Chief Compliance Officer Tom Cunningham from Greg Smith, Hobbs Straus Dean & Walker,
re: Catawba - Kings Mountain Sky Boat Agreements - Request for Call (May 13, 2021, 12:56 PM).

55 See Lease Agreement §§ 1.1 & 1.4 (Mar. 29, 2021) (herein Modular Facility Lease).

56 See Letter to Tom Cunningham, NIGC Chief Compliance Officer, from William Harris, Chief, Catawba Indian
Nation at 2 (Jan. 20, 2022).

57 See Memorandum to Tom Cunningham, NIGC Chief Compliance Officer, from Jo-Ann Shyloski and Michael
Hoenig, NIGC Office of General Counsel re: Legal analysis of Catawba Nation's January 20, 2022 letter (Feb. 14,
2022).


added to ensure delivery.”!?! Prior to that, on October 11, 2021. the Nation's
Chief forwarded an email of the same date from Kris Irwin, conceming the same
delay issue, to Wallace Cheves. Mr. Cheves responded ten minutes later with
“Thanks Chief I didn’t see this and calling my folks now. Thanks for
forwarding.”*

JJ. The Nation admits that Sky Boat via Alan Wilson, its executive or consultant,
controlled construction budget items: “The Nation and Gaming Authority’s
interactions with [Alan Wilson] were limited to discussions about his independent
tracking of construction budget items and receiving the contract from Carolina
Modular for the procurement of the modular facilities as discussed above.” !32

KK. As demonstrated above, during the operation of the Nation’s temporary
gaming facility, Sky Boat, its owners, officials, managers, and its consultant acted
as a de facto manager in coordinating the payment for expediting the delivery of
the expansion’s modular buildings. Alan Wilson recommended certain actions
and positions that were taken by those with actual authority. This is shown by:

i. The Nation’s temporary gaming facility was operating from July 1, 2021,
through the time period at issue;

ii. | The Nation admits that Alan Wilson, Sky Boat executive or consultant,
independently tracked construction budget items;

iii, | Alan Wilson receipt of the expediting invoice from Carolina Modular,
who apparently viewed him as the point of contact for it, and Mr. Wilson’s
forwarding the invoice to the Nation’s consultant with the direction that it
be sent to the Nation’s GA for payment;

iv. The Nation’s GA President accepting Alan Wilson’s view of the
contracting parties for expediting the modular buildings and the correct
party for payment. Specifically, despite the fact that the GA President
correctly noted that the expediting contract letter was with Carolina
Modular Buildings, Inc. and questioned the payment for the service to
Titan Modular, after receiving Alan Wilson’s explanation, the GA
President accepted that the payment should go to Titan Modular;!33

v. The GA President questioning whether the payment to Titan Modular
negated specific charges from Carolina Modular and deferring to Alan
Wilson’s interpretation of the contract that it did not;

131 Sky Boat response to NIGC August 24, 2022 Document Request, Wallace Cheves folder (Sept. 14, 2022), Email
to Wallace Cheves, Sky Boat Gaming, from Kris Irwin, Delaware North re: FW: Delay In Schedule (Oct. 11, 2021,
11:27:24 AM).

*Email to Bill Harris from Wallace Cheves re: Two Kings Expansion ~ Schedule Impact (Oct. 11,2021, 11:36 AM).
132 Letter to Shawnna Castellano, NIGC Regional Director, from Jeff Harris, Catawba Nation Tribal Attomey re:
Catawba Indian Nation and Catawba Gaming Authority’s Responses to NIGC Third Document Request at 3 (Sept.
23, 2022).

'33 Moreover, the November 3, 2021 email from Carolina Modular’s owner to Alan Wilson demonstrates that
Carolina Modular sent the invoice for the expediting cost, not Titan Modular.

22


10.

notice of appeal, referencing the notice; waiving, in writing, its right to an oral hearing
before a Presiding Official; and electing, in writing, to have the appeal determined by the
Commission solely on the written submissions. Within 30 days of the service of the
record, the party must file an appeal brief with the Commission, succinctly stating the
relief sought and the supporting grounds therefor. The brief may include supporting
documentation.

Fine — Submission of Information

The violations in this Notice of Violation may result in the assessment of a civil fine
against the Nation, Sky Boat, their owners, managers, officials, and consultant in their
official or individual capacities in an amount not to exceed $57,527 per violation per day.

Under 25 C.F.R. § 575.5(a), each party may submit written information about the
violations to the Chair within 15 days after service of the Notice of Violation (or such
longer period as the Chair may grant for good cause). The Chair shall consider any
information submitted in determining the facts surrounding the violations and the amount
of the proposed civil fine.

Dated: December 6, 2022.

EPR AL.

E. Sequoya#Simermey:
Chairman

28


D. IGRA requires that tribes obtain the approval of the NIGC Chair to enter
into a management contract for the operation and management of a
gaming operation.”

E. NIGC regulations reiterate this requirement, mandating “Subject to the
Chairman’s approval, an Indian tribe may enter into a management
contract for the operation of a class II or class III gaming activity.”8

F. Management contracts require submission to the Chair for review and
approval or disapproval within 60 days of their execution by the parties.?

G. Management contracts become effective upon approval by the Chair.'°
Unapproved management contracts are void.!!

H. It is a substantial violation of IGRA for a management contractor to
operate a gaming operation without an approved management contract. !2

I. The Chair has the authority to levy and collect appropriate civil fines, not
to exceed $25,000 per violation, against the tribal operator of an Indian
game or a management contractor engaged in gaming for any violation of
any provision of IGRA and NIGC regulations. '3

J. NIGC regulations reiterate the authority of the Chair to levy and collect
civil fines, taking into account the current day value of the statutory fine
amount. Specifically, the regulation states “(t]he Chairman may assess a
civil fine, not to exceed $57,527 per violation, against a tribe, management
contractor, or individual operating Indian gaming for each notice of
violation issued.”'4 Moreover, “{i]f noncompliance continues for more
than one day, the Chairman may treat each daily illegal act or omission as
a separate violation.”!5

4. Applicable Caselaw, NIGC Enforcement Actions and Guidance

A. The NIGC has issued guidance on management. Management encompasses activities such as
planning, organizing, directing, coordinating, and controlling. '® In the NIGC’s view, the
performance of any one of these activities with respect to all or part of a functioning gaming
operation constitutes management for the purposes of determining whether an agreement for

725 U.S.C. § 2710(d)(9); 271 1(a).

825 CFR. § 533.1.

9°25 CFR. § 533.2.

1025 CFR. § 533.1(a).

125 CR. § 533.7.

12 See 25 CFR. § 573.4(a)(7).

1325 US.C. § 2713(a)(1).

1425 CFR. § 575.4.

15 Hd. (a)(2).

16 NIGC Bulletin, No. 2021-3, Submission of Agreements for Review at 2 (Oct. 5, 2021).

4


Carolina Modular Buildings, Inc. for the expansion’s modular buildings.”* The
letter set forth the parties’ agreement of an additional payment of $150,000 for
expedited delivery of the modular buildings.°> The letter explicitly states
“Trusting this is a clarification and outlines our agreement, I am Yours very truly,
Alan H. Ginsburg.” Copied on the letter were Wallace Cheves, Sky Boat partial
owner and Member, as well as Alan Wilson, Sky Boat executive or paid
consultant for AHG entities.

O. Handwritten notes, dated September 2021, taken by Kris Irwin of Delaware
North, the Nation’s consultant, note “in{s]tall sheer wall by Carolina Modular[.]
Questions came in from Carolina to Alan Ginsburg.”9”

P. Thus, when the temporary gaming facility was operating, the Nation and Sky
Boat, including its owners, officials, members, and consultant, acted in
accordance with the Ground Lease, which gave Sky Boat the right to make “any .
.. expansions . . . to the temporary gaming facility,”°* and the Modular Facility
Lease, which prohibited the Nation’s Gaming Authority from altering the
temporary gaming facility.°?

Q. Sky Boat, including its owners, officials, members, and consultant, managed the
acquisition of modular buildings for the expansion of the Nation’s operational
temporary gaming facility without an approved management contract. In
acquiring the modular buildings for the expansion and negotiating the contract for
them, they acted as de jure managers.

R. The Nation allowed Sky Boat and its owners, officials, members, and consultant
to undertake such actions in the absence of an approved management contract.

Contract Execution & Effectiveness: de facto management

S. On the same day as Mr. Ginsburg’s letter contract to Carolina Modular Buildings,
Inc., Alan Wilson, consultant for AHG entities, presented the lease package for
the expansion’s modular buildings to the Nation’s attorneys via email at 1:57 PM,
copying Wallace Cheves, Sky Boat Member, stating:

°4 Letter to Russell Edwards, Carolina Modular Buildings, Inc., from Alan H. Ginsburg, AHG Group re: Catawba
Nation Order, Revised Clarification and Understanding (Aug. 12, 2021); see also Email to Kris Irwin, Delaware
North, from Alan Wilson, AHG Group, re: Letter agreement and Invoice (attaching letter agreement, dated Aug. 12,
2021, and Invoice 2996). As an aside, the Nation’s General Council had authorized its Executive Committee to
negotiate gaming-related agreements. See Resolution of the General Counsel of the Catawba Indian Nation, No.
20191116 (Nov. 16, 2019) (“A Nation Resolution explains “the Executive Committee is responsible for the Nation’s
gaming proposals . . . and has engaged in extensive discussions with .. . private parties regarding necessary
agreements in furtherance of this responsibility{.} ... Therefore ... the General Council hereby expressly
authorizes the Executive Committee, acting through the Chief, to negotiate and sign agreements with other entities
on behalf of the Nation including but not limited to financing, leasing, inter-govermmental and other gaming related
agreements .. ..”).

95 Id.

96 Id.

97 Kris Irwin’s Handwritten notes (Sept. 2021).

98 Ground Lease § 6.1.

99 MFL § 14.


Alan Wilson!°*

Alan Wilson's comments in the August 23, 2021 10:58 AM email include his
response to the attorey’s “Scope of Work” comment questioning significant
changes and recommending further review: “ASW —- KMSBP and Keith
Kabeary have signed off on the Contract Clarification and Scope of Work.
These are approved.”!°° KMSBP means Kings Mountain Sky Boat Partners,
LLC. In short, Mr. Wilson was conveying that Sky Boat had approved the
modular buildings’ contract clarification and scope of work and no further review
or discussion was necessary.!°? The Nation’s attomey replied to all within
approximately 20 minutes: “Thank you for your responses. I believe these
contracts are now good to go.”!%

X. Two days later, on August 25, 2021 at 8:15 AM, Alan Wilson queried the
Nation’s attorneys via email, copying Wallace Cheves and Kris Irwin, asking for
an update “on the status of the signed lease documents and the payment of the
deposit.”!°9 Additionally, Mr. Wilson advised: “Please let me know if you need
me to do anything to help get the lease signed and the deposit made. We are a
week past due on this.”!!® About 30 minutes later, the Nation’s in-house attorney
informed Mr. Wilson that the lease documents “are on the agenda for the
Executive Committee’s approval during their meeting tomorrow afternoon. They
cannot be signed or payment issued until that approval takes place.”!!'! Minutes
later, Mr. Wilson responded, asking the attorney “Once approved, can you ensure
that the lease gets signed, and the deposit gets paid Friday moming?”!!? Less than
30 minutes after that, the attorney confirmed that “I can make sure the documents
are signed and retu(rJned.”!'3 Additionally, the attorney indicated that Mike
Ulizio, the Nation’s GA President, was copied for purposes of making the deposit,
asking “Mike- can you have your team prepare to make the payment for the new

105 Email to Gregory A. Smith, Hobbs Straus, and Jeff Harris, Catawba Nation, from Alan Wilson, AHG Group,
copying Wallace Cheves, Sky Boat and Kris Irwin, Delaware North re: Carolina Modular Lease for Expansion
(Aug. 23,2021 10:58 AM).

106 /d.; Keith Kabeary, an ARC Building Partners employee, held the title of Project Executive during this time. See
Email to Tommy Register, TGS Engineers, from Keith Kabeary, ARC Building Partners, copying Alan Wilson,
AHG Group re: KM Casino Landscape Bond (Sept. 7, 2021, 8:48 AM).

107 See note 105, supra

108 Email to Alan Wilson, AHG Group, and Jeff Harris, Catawba Nation, from Gregory A. Smith, Hobbs Straus,
copying Wallace Cheves, Sky Boat and Kris Irwin, Delaware North re: Carolina Modular Lease for Expansion
(Aug. 23,2021 11:17 AM).

109 Email to Gregory A. Smith, Hobbs Straus, and Jeff Harris, Catawba Nation, from Alan Wilson, AHG Group,
copying Wallace Cheves, Sky Boat and Kris Irwin, Delaware North re: Carolina Modular Lease for Expansion
(Aug. 25,2021 8:15 AM).

110 Td.

‘I Email to Alan Wilson, AHG Group, and Gregory A. Smith, Hobbs Straus, from Jeff Harris, Catawba Nation,
copying Wallace Cheves, Sky Boat and Kris Irwin, Delaware North re: Carolina Modular Lease for Expansion
(Aug. 25,2021 8:50 AM).

112 Email to Jeff Haris, Catawba Nation, and Gregory A. Smith, Hobbs Straus, from Alan Wilson, AHG Group,
copying Wallace Cheves, Sky Boat and Kris Irwin, Delaware North re: Carolina Modular Lease for Expansion
(Aug. 25,2021 9:03 AM).

‘13 Email to Alan Wilson, AHG Group, and Gregory A. Smith, Hobbs Straus, from Jeff Harris, Catawba Nation,
copying Wallace Cheves, Sky Boat and Kris Irwin, Delaware North re: Carolina Modular Lease for Expansion
(Aug. 25,2021 9:29 AM).

17


specific ways, the expansion of the gaming facility in the absence of an approved
management contract. They did so as both de facto and de jure managers.

Additionally, the Nation, Sky Boat, and their respective officials (and in the case
of Sky Boat, its owners and managers) failed to submit the Ground Lease, which is a
management contract, within 60 days of its execution, as required by NIGC regulations,
25 C.F.R. § 533.2. On several occasions, the NIGC Compliance Division and Office of
General Counsel notified the Nation, its representatives, and Sky Boat’s representatives
of their view that the Ground Lease is a management contract and the reasons therefor.
Despite such notice, the Nation and Sky Boat neither terminated the Ground Lease nor
submitted it to the Chair for review and approval.

2. Authority

Under IGRA and NIGC regulations, the Chair may issue a Notice of Violation
(NOV) to any person for violation of any provision of the IGRA, NIGC regulations, or
any provision of a tribal gaming ordinance or resolution approved by the Chair.2 A NOV
must contain a “citation to the federal or tribal requirement that has been or is being
violated.”

3. Applicable Federal laws and regulations:

A. Failure to comply with any provision of IGRA, NIGC regulations, or an
approved tribal gaming ordinance is grounds for issuance of a notice of
violation.4

B. A management contract is “any contract, subcontract, or collateral

agreement between an Indian tribe and a contractor . . . if such contract or
agreement provides for the management of all or part of a gaming
operation.””>

(ep “Primary management officials” are:

(a) The person having management responsibility for a management
contract;

(b) Any person who has authority:

(1) To hire and fire employees; or

(2) To set up working policy for the gaming operation; or

(c) The chief financial officer or other person who has financial
management responsibility.

(d) Any other person designated by the tribe as a primary management
official.

2 See 25 USC. § 2713(a)3); 25 CER. § 573.3(a).
325 CER. § 573.3(b\(1).

425 US.C. § 2713(a)(3); 25 CER. § 573.3(a).
525 CFR. § 502.15.

625 CFR. § 502.19.


D. The Ground Lease, a management contract, should have been submitted to the

NIGC for the Chair's review by September 18, 2020. As of today, it has not been
submitted.

In late November 2021, NIGC became aware of the parties’ efforts to negotiate a
termination of the Ground Lease. Since that time, NIGC understands as a general
matter that those negotiations have stopped and started and currently are
underway again. No matter, such negotiations do not exempt parties from the
regulatory deadline of § 533.2.

The Nation and Sky Boat, its owners, officials, and managers, violated NIGC
regulations by failing to timely submit the Ground Lease to the Chair as a
management contract.

7. Letters of Concern were issued for the violations and, even if they are found
wanting, the Chair has reasonable grounds for moving directly to a NOV.

NIGC regulations, § 573.2(d), require a Chair to set forth reasons for issuing an
enforcement action without Compliance first sending a Letter of Concern.

a.

As for violation 3—failing to timely submit the Ground Lease, a management
contract, to the Chair for review, the parties received several notifications that the
lease was unapproved and, therefore, void. On March 7, 2022, Compliance
explicitly advised the parties that they failed to submit the lease timely, violating
NIGC regulations, 25 C.F.R. § 533.2, and their negotiations to terminate the
Ground Lease did not address the violation.

Regarding violations | and 2, managing the casino’s expansion in part without an
approved management contract, on July 1, 2021—the day the Nation opened its
casino, Compliance provided the Nation a Letter of Concem, detailing why the
modular facility lease constituted a management contract. Further, Compliance
warned that acting under it “puts the Nation and related parties at risk of violating
IGRA, NIGC’s regulations and the Nation’s gaming ordinance, and could lead to
a Notice of Violation, a Civil Fine Assessment, and/or an Order of Temporary
Closure.” In sum, as of July 1, 2021, the Nation was well aware of the
consequences of managing without an approved contract, which Compliance
clearly spelled out in its Letter of Concern. Compliance also gave the Nation and
Sky Boat in-person training on October 13-14, 2021, which included managing
without an approved contract training.

Even if the LOC is found to be insufficient as to managing without an unapproved
management contract, the Chair moves directly to the notice of violation here
because for over a year Compliance and OGC have been working with the parties
(via training, site visits, letters, and phone calls) providing technical advice and
assistance on management issues.

8. To Correct the Violations

26


700 W. Morse Blvd., Ste. 220
Winter Park, FL 32789

Alan H. Ginsburg

Gene Harris, Manager of Manager
AHG Group Holdings, LLC

700 W. Morse Blvd., Ste. 220
Winter Park, FL 32789

Alan Ginsburg

Gene Harris, Manager of Manager
Aaron Gorovitz

AHG Group LLC

700 W. Morse Blvd., Suite 220
Winter Park, FL 32789

Wallace B. Cheves, Jr., Owner
Sky Boat Development, LLC
1209 Orange St.

Wilmington, DE 19801-1120

The Corporation Trust Company

Registered Agent for Sky Boat Development, LLC
Corporation Trust Center

1209 Orange St.

Wilmington, DE 19801

Gene Harris, Manager of Manager
KML Investors, LLC

700 W. Morse Blvd., Ste. 220
Winter Park, FL 32789

NOTICE OF VIOLATION

1. Notice

The National Indian Gaming Commission Chair notifies the Catawba Indian
Nation and Kings Mountain Sky Boat Partners, LLC (Sky Boat) and its principals that the
Nation and Sky Boat have violated the Indian Gaming Regulatory Act (IGRA), 25 U.S.C.
§§ 2710(d)(9), and NIGC regulations, 25 C.F.R. § 573.4(a)(7). The Nation allowed Sky
Boat, including its owners, managers, officials, and consultant, to manage in part the
expansion of Catawba Two Kings Casino without an approved management contract. In
turn, Sky Boat, its owners,! managers, officials, and consultant—Alan Ginsburg, Wallace
Cheves, Joseph Giordano, Gene Harris, Aaron Gorovitz, and Alan Wilson— in their
official and individual capacities, violated IGRA and NIGC regulations by managing, in

' These include both the entities and the individuals who own the company.

2


Certificate of Service

I certify that this Notice of Violation was sent by first class mail and certified mail, return receipt
requested on December 6, 2022 to:

William Harris, Chief & Agent for Service of Process
Catawba Indian Nation

996 Avenue of the Nations

Rock Hill, SC 29730

Kathy George, President

Catawba Nation Gaming Authority
538 Kings Mountain Blvd.

Kings Mountain, NC 28086

Matt Stewart. Chair

Catawba Nation Gaming Commission
P.O. Box 1058

502 W. King St. Ste. 201

Kings Mountain, NC 28086

Wallace B. Cheves, Jr., Manager

Joseph Giordano, Manager

Gene Harris, Manager

Kings Mountain Sky Boat Partners, LLC
2626 Glenwood Ave. Ste. 550

Raleigh, NC 27608

Corporation Service Company

Registered Agent for Kings Mountain Sky Boat Partners, LLC
251 Little Falls Dr.

Wilmington, DE 19808

Gene Harris, Manager of Manager
CSV Investors, LLC

700 W. Morse Blvd., Ste. 220
Winter Park, FL 32789

CS SUNBIZ, LLC

Agent for service for CSV Investors, LLC; AHG Group Holdings, LLC; AHG Group LLC; &
KML Investors, LLC

700 W. Morse Blvd., Ste. 220

Winter Park, FL 32789

Alan H. Ginsburg
Gene Harris, Manager of Manager


to the Chair for review. Supporting Compliance’s conclusion was the contract
term of almost 7 years “plus Sky Boat’s exclusivity to provide its services beyond
the initial opening of the temporary or permanent casino [cstablishes] an on-going
relationship.”®? Compliance further explained:

[T]he Nation can only use Sky Boat for those services. If the Nation wants
to expand or remodel its casino, the Nation is required to use Sky Boat to
create a budget, hire contractors and architects, and secure additional
financing during the term of the agreement. If the Nation wants to use a
different developer, Sky Boat must first consent. Essentially, Sky Boat will
not make recommendations to the Nation; Sky Boat will perform the
services at Sky Boat’s discretion and the Nation is bound by Sky Boat’s
decisions.*4

. The DA was terminated on October 21, 2021; nonetheless, it was in effect
through most of the period at issue: July 1, 2021 through November 4, 2021.

. Also operative during this timeframe was the Ground Lease (GL) between the
Nation and Sky Boat. Under it, the Nation leases its trust parcel along with all
buildings on it, including the temporary gaming facility, to Sky Boat. Pursuant to
the GL, Sky Boat may make any additions, alterations, expansions or
replacements to the temporary gaming facility.85 And as Compliance explained
“No provision in the lease indicates that the Nation formulates plans for the
additions, alterations, expansions or replacements to the gaming facility or
approves or disapproves Sky Boat’s proposed plans. Essentially, Sky Boat may
set up the working policy for the gaming facility’s additions, expansions, and
modifications.”*®

. Twice, Compliance cautioned the Nation and Sky Boat not to act pursuant to the
GL, as it is an unapproved management contract and doing so constitutes a
substantial violation of IGRA.®”

. Nevertheless, the Ground Lease remains in effect. The parties have not terminated
it, despite Compliance’s warnings.

. Lastly, the Modular Facility Lease (MFL) between Sky Boat and the Nation’s
Gaming Authority (GA) was effective through October 24, 2021. Its amendment
was operational the following day until July 29, 2022. Under the MFL and
Amended MEL, Sky Boat rented a portion of the Nation’s trust land and the
temporary gaming facility back to the Nation’s GA for $1 of rent. Additional rent
was required under the MFL for Sky Boat’s expenses to “repair, replace or

83 See note 60, supra, LOC at 4.

85 Ground Lease § 6.1.
86 See note 73, supra, Compliance’s 3 Status Update at 3.
87 Id.; See note 78, supra, Compliance’s 4"" Status Update.

13


I’ve attached the Carolina Modular lease package for the Modular
expansion. This includes 24 12x60 Modular Units and 4 12x36 restroom
trailers. The invoice will be generated after lease signing and will be for:
Monthly Rent Deposit $107,567[,] Delivery $83,396[,] Assembly and
blocking $138,500{,] Install Skirting $26,250[.] Total due Monday 8/16/21
$355,710[.] Like the last time the following documents should be signed by
the CINGA [Catawba Indian Nation Gaming Authority]: Lease
Agreement[,] Rider to Lease Agreement[,} Scope of Work[,] Contract
Clarifications[.] Please let me know if you have any questions. I’m looking
to get these signed and returned tomorrow 8/13/21. Please confirm you will
handle getting this approved and signed by CINGA. Regards, Alan
Wilson!°°

T. Responding fifteen minutes later, at 12:12 PM, the Nation’s outside attorney said:
“This advance decision making is all new to me. I don’t know if the tribe is ready
to sign anything tomorrow or not. Likely there were discussions that 1 was not
involved in. I will look into this.”!°!

U. Shortly thereafter, at 3:13 PM, the Nation’s outside attomey sent another response
to Alan Wilson asking: “How is it to be paid for?”!°2

V. On August 17, 2021, Alan Wilson followed up with the Nation’s attomeys,
inquiring: “I’m checking in on the Carolina Modular lease. Is the gaming
authority ready to execute the lease and the ancillary documents? Let me know if
you need anything from me. Regards”!

W. On August 20, 2021, the Nation’s outside attomey provided Alan Wilson three
comments on the lease documents, indicating that the comments “don’t seem too
problematic, but I would appreciate any response you may have.”!°4 Alan Wilson
responded via email to the comments on August 23, 2021, again copying Wallace
Cheves; Kris Irwin of Delaware North, the Nation’s consultant; and the Nation’s
in-house attommey:

Please see my comments following yours. The lease and addendums are ok
as submitted. Please have them signed and the invoice paid. . . .

100 Email to Gregory A. Smith, Hobbs Straus, and Jeff Harris, Catawba Nation, from Alan Wilson, AHG Group re:
Carolina Modular Lease for Expansion (Aug. 12, 2021, 1:57 PM) with attachments | — 3:

Carolina Modular_Rental_Lease_Agreement_#1101.pdf; 2012.08.12 Riderto Modular Lease Agreement.pdf, Scope
of Work.pdf (75.14 KB)

10l Email to Alan Wilson, AHG Group, from Gregory A. Smith, Hobbs Straus, re: Carolina Modular Lease for
Expansion (Aug. 12, 2021, 12:12 PM).

102 Email to Alan Wilson, AHG Group, from Gregory A. Smith, Hobbs Straus, copying Jeff Harris, Catawba Nation,
and Wallace Cheves, Sky Boat re: Carolina Modular Lease for Expansion (Aug. 12, 2021, 3:13 PM).

103 Email to Gregory A. Smith, Hobbs Straus, and Jeff Harris, Catawba Nation, from Alan Wilson, AHG Group re:
Carolina Modular Lease for Expansion (Aug. 17,2021 2:32 PM).

104 Email to Alan Wilson, AHG Group, from Gregory A. Smith, Hobbs Straus, copying Wallace Cheves, Sky Boat;
Kris Irwin, Delaware North; and Jeff Harris, Catawba Nation re: Carolina Modular Lease for Expansion (Aug. 20,
2021 4:29:42 PM).

16