EXHIBIT 10(a)
DATE: APRIL 29, 1999
CONVEYANCE AGREEMENT
BY AND AMONG
THE CITY OF DETROIT,
THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF DETROIT
and
DETROIT ENTERTAINMENT, L.L.C.
THIS CONVEYANCE AGREEMENT (this "Agreement"), entered into this 29th day of
April, 1999, by and among the City of Detroit, a Michigan municipal corporation
("City"), The Economic Development Corporation of the City of Detroit, a
Michigan public body corporate ("EDC") , whose address is 211 West Fort St.,
Suite 900, Detroit, Michigan 48226 and Detroit Entertainment, L.L.C., a Michigan
limited liability company ("Developer"), whose address is 1922 Cass, Detroit,
Michigan 48226.
WITNESSETH:
WHEREAS, Developer has agreed to purchase and develop the land described in
EXHIBIT "A" attached hereto and made a part hereof, together with any
improvements thereon (the "Property") in accordance with the terms, covenants
and conditions of that certain Amended and Restated Development Agreement dated
April 9, 1998 (the "Development Agreement"), by and among City, EDC and
Developer; and
WHEREAS, the Development Agreement requires Developer to purchase the
Property pursuant to the terms, covenants and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual obligations
of the parties hereto, each of them does hereby covenant and agree with the
others, as follows:
1. DEFINITIONS
1.01 Each capitalized term used in this Agreement shall have the meaning
ascribed to it in the Development Agreement, unless otherwise expressly defined
herein.
2. PURCHASE AND SALE OF PROPERTY
2.01 APPROVAL OF REVISED SCHEDULES A AND B. In reliance upon the
representation by City and EDC that Developer or its consultants have been
furnished with all Supporting Material (as defined in SECTION 3.03 of the form
of Conveyance Agreement annexed to the Development Agreement) reasonably
required by Developer or its consultants to make an informed decision as to the
accuracy of Revised Schedules A and B in the form attached hereto as EXHIBIT "B"
("Revised Schedules A and B") which will be submitted as contemplated by SECTION
2.18 of the Development Agreement, Developer hereby approves and accepts Revised
Schedules A and B.
2.02 DEVELOPER WAIVER REGARDING REVISED SCHEDULES A AND B. Developer hereby
waives any and all rights that it may have to claim or assert that the
information set forth on Revised Schedules A and B, or the Supporting Material
on which they are based, is incomplete, inaccurate or requires further revision
in any respect. Developer hereby acknowledges that the amounts set forth on
Revised Schedules A and B are estimates and agrees that Developer's waiver shall
not be affected if final costs exceed such estimates.
2.03 PURCHASE AND SALE OF PROPERTY. The City hereby agrees to acquire the
Property pursuant to the Development Agreement and the Resolution of Necessity,
and upon acquisition of the Property, the City agrees to convey the Property to
EDC. Notwithstanding the immediately preceding sentence, the City will not
initiate an action to acquire Parcel Numbers 105, 106, 109, 113, and 114 (the
"Parcels") as depicted on a drawing dated October 21, 1998 by METCO Services,
Inc. for the Waterfront Reclamation and Casino Development Project, located in
the Public Land through the exercise of the power of eminent domain except in
the circumstance where the City has ownership or control of a suitable site or
sites on which to relocate the business(es) operating on such Parcels, in
accordance with and subject to the provisions of Sections 1. 1 (a)(69) and 2.9
of the Development Agreement. In the event such an action shall be commenced and
one or more sites selected by the City shall be determined to be unsuitable, it
shall be the obligation of the City to provide one or more alternate suitable
sites ("Alternate Sites") in accordance with and subject to the provisions of
Sections 1. 1 (a)(69) and 2.9 of the Development Agreement. The parties agree
that there shall be no third party beneficiaries with respect to the agreement
set forth in the inunediately preceding sentence. EDC agrees to sell the
Property, as and when acquired from City, to Developer and Developer hereby
agrees to purchase the Property from EDC on the terms, conditions and covenants
contained herein. Developer agrees to develop the Property in accordance with
the terms, conditions and covenants of the Development Agreement.
2.04 CONVEYANCE. EDC shall sell, transfer and convey the Property to
Developer either at a single closing or, at the option of the Developer and the
Other Land-Based Casino Developers, in a series of closings (a "Closing") at
which EDC shall convey any portion of the Property which has been acquired by
City and/or EDC that EDC shall from time to time designate (the "Designated
Parcel"). The Closings shall take place in the manner set forth in Article IV
below.
2.05 PAYMENT OF PURCHASE PRICE.
a. Pursuant to a certain Land and Funds Transfer Agreement by and between City
and EDC of even date herewith (the "Transfer Agreement"), EDC will receive
the proceeds (the "Bond
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Proceeds") of one or more series of bond offerings made by EDC as issuer
(the "Bonds"). The terms of the Transfer Agreement govern the use of the
Bond Proceeds, together with the earnings thereon, by City and EDC. The
Bonds will be payable solely from draws upon the letter of credit being
delivered by Developer pursuant to the Development Agreement.
b. The purchase price for all of the Property (including any Alternate Sites)
shall be an amount equal to Developer's Pro Rata Share of Feehold
Compensation less its Pro Rata Share of the City Contribution (the
"Purchase Price"). Because the Property has been or will be acquired by
City through one or more acquisition activities, including exercise of the
power of eminent domain, the total amount of Feehold Compensation may not
be known at the time of the Closing. Accordingly, the Purchase Price shall
be subi ect to adjustment after the Closing as provided in SECTION 2.9 of
the Development Agreement. The obligation of Developer or EDC, as the case
may be, to make payments in the form of post-Closing adjustments as
provided in SECTION 2.9 of the Development Agreement shall survive Closing,
shall not merae into the Deed (as herein defined) and shall continue in
effect unless and until Developer reconveys any acquired Designated Parcel
or Parcels to EDC as provided in the Development Agreement.
2.06 CONDITIONS OF APPROVAL AND WAIVER. Developer's approval under SECTION
2.01 and waiver under SECTION 2.02 are expressly subject to and conditioned
upon:
a. The City not amending or revising Revised Schedules A or B to add any new
matter;
b. The accuracy of the City's and EDC's representation in Section 2.01 above,
provided that such representation shall not be deemed inaccurate if
Developer's or its consultant's failure to receive any Supporting Material
would not have reasonably resulted in a conclusion that Revised Schedules A
and B are inaccurate or incomplete;
c. The accuracy of the City's representation in SECTION 4.06;
d. The City not including as the cost of a Response activity on a Revised
Schedule A a matter that reasonably could be classified as an
Infrastructure Improvement; and
e. Receipt by the Developer of an ALTA boundary survey of the land to be
included in the Land-Based Casino Developments (the "Survey") together with
currently-effective title insurance commitments sufficient to assure the
Developer, in the exercise of its reasonable judgment, that it will acquire
all of the Property pursuant to the Conveyance Agreement subject to no
restrictions or encumbrances which would materially prevent or impede the
development of the Casino Complex.
3. CONDITION OF TITLE
3.01 EVIDENCE OF TITLE. The EDC has delivered to Developer a commitment for
an owner's title insurance policy for the Property (the "Commitment") issued by
First American Title Insurance
3
Company (the "Title Company") together with the Survey prepared by METCO
Services, Inc. The Commitment sets forth the state of title to the Property
together with all exceptions, conditions, reservations, and encumbrances. If
Developer is dissatisfied, in its reasonable discretion, with any matter shown
on the Survey or the Commitment, City, EDC and Developer shall work together to
remedy any deficiency disclosed by the Survey or the Commitment, pre or
post-Closing as the parties may agree.
3.02 CONVEYANCE. At Closing, EDC will deliver to Developer a quit claim
deed in substantially the form as attached hereto as EXHIBIT "C" (the "Deed")
conveying title to the Property subject only to such matters as may be
acceptable to Developer in its reasonable discretion.
3.03 SURVEYING AND TESTING . EDC shall permit Developer and its consultants
to enter the Property for purposes of site investigation and testing, in the
manner and subject to the limitations set forth IN SECTION 5.1 of the
Development Agreement.
3.04 DEVELOPER'S ACCEPTANCE OF THE PROPERTY. Subject to SECTION 18.1(b) of
the Development Agreement, Developer agrees to accept the Property in an "as
is", "where is" condition and Developer waives any and all rights and remedies
it may have against City and EDC as a result of the condition thereof.
4. REPRESENTATION AND WARRANTIES
4.01 TIME AND PLACE OF CLOSING. EDC will notify Developer of the
prospective date for any Closing not less than ten (10) calendar days prior
thereto, unless otherwise agreed between the par-ties, provided that the Closing
on all parcels shall occur no later than ten (10) calendar days after the
conditions precedent set forth in Section 2.4(a) of the Development Agreement
have been satisfied or waived and EDC has acquired the Property. Each Closing
shall take place at the office of the Title Company, or other location in
downtown Detroit designated by EDC.
4.01 CONDITIONS TO EDC'S PERFORMANCE. The obligation of EDC to convey the
Property shall be subject to the following conditions precedent:
a. NO DEFAULT. There shall be no existing Event of Default by Developer under
this Agreement.
b. NO INJUNCTION. There shall be no temporary restraining order, preliminary
injunction or permanent injunction enjoining the EDC from performing its
obligations under this Agreement.
4.03 CONDITIONS TO DEVELOPER'S PERFORMANCE. The obligation of Developer to
accept title to the Property shall be subject to the following conditions
precedent:
a. SATISFACTION OF CERTAIN DEVELOPMENT AGREEMENT CONDITIONS. The conditions
precedent set forth in SECTIONS 2.4(a)(6), (8) AND 9 of the Development
Agreement have been satisfied or
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waived, other than the obligation of the City Council set forth in SECTION
2.4(a)(8)(x) of the Development Agreement.
b. DEVELOPER APPROVAL OF CITY FINANCING ARRANGEMENT. All of the conditions set
forth in SECTION 2.5(a) of the Development Agreement have been satisfied or
waived in accordance with the provisions thereof.
c. CONDITION OF TITLE. The Title Company shall have marked-up (or reissued)
the Commitment as of the date of the Closing to indicate that all
conditions of issuance of the policy and endorsements provided for in the
Commitment have been satisfied and that the Property is not subject to any
federal or state tax liens or real property taxes or assessments which are
due and payable, unpaid water bills or other encumbrances of record.
4.04 DELIVERY OF DEED AND POSSESSION. EDC will deliver the Deed to the
Designated Parcel and the possession thereof to Developer at Closing provided
that Developer has complied with all conditions precedent as specified herein.
Developer shall be responsible for recording the Deed and paying all recording
costs including county and state transfer taxes, if any.
4.05 CLOSING STATEMENT. At each Closing, Developer and EDC shall each
execute and deliver to the other a closing statement setting forth the amount of
Bond Proceeds used at Closing to acquire the Designated Parcel and reflecting
all adjustments provided for in this Agreement.
4.06 REPRESENTATION AND WARRANTY OF THE CITY. The City represents and
warrants that it has not withheld from Developer any information which, in the
exercise of its good faith judgment, would have been reasonably required to make
an informed decision as to the accuracy of Revised Schedules A and B.
5. DEFAULTS AND REMEDIES
5.01 DEFAULT BY DEVELOPER. The occurrence of any one or more of the
following events shall constitute an Event of Default under this Agreement:
a. If Developer does not take title to the Property, as required by this
Agreement, upon tender of conveyance by EDC.
b. If any Event of Default occurs under the Development Agreement.
Upon an Event of Default, EDC shall have the right to exercise any and all
remedies available to EDC under the Development Agreement.
5.02 DEFAULT BY EDC. In the event EDC does not tender the conveyance of the
Property or any part thereof in the manner provided in this Agreement, and any
such failure shall not be cured within thirty (30) days after written demand by
Developer, then, provided Developer is not in Default under this Agreement,
Developer, as its sole and exclusive remedy, shall be entitled to obtain
5
specific performance of this Agreement and seek actual damages, if any, arising
from delay or failure of performance; provided, however, that if the nature of
EDC's obligation is such that more than thirty (30) days are reasonably required
for performance, then EDC shall not be in default if EDC commences performance
within such thirty (30) day period and thereafter diligently pursues such
performance to completion.
5.03 DEFAULT BY CITY. In the event City breaches its obligation to find
Alternate Sites as set forth in SECTION 2.03 above, Developer, as its sole and
exclusive remedy, shall be entitled to speci ically enforce the City's
obligation to find Alternate Sites as and to the extent set forth in SECTION
2.03, above. Under no circumstances shall the Developer be entitled to seek or
recover damages or restitution for a breach by City of its obligation to find
Alternate Sites as set forth in SECTION 2.03.
5.04 RESELECTION BY CITY.
a. For purposes of this SECTION 5.04, (1) "Triggering Event" shall mean the
elimination of Developer from acting as a designated developer (as that
term is defined in the Ordinance) as a result of a final, non-appealable
court judgment or court order, other than a court judgment or court order
issued in connection with any action resulting from the City's or EDC's
enforcement of their respective rights under the Development Agreement and
(2) "Transportation Corridor" shall have the meaning ascribed to it in the
Modified Project Plan for the Waterfront Reclamation and Casino Development
Agreement approved by City Council on January 29, 1999.
b. The City agrees to use its reasonable best efforts to have three casino
developers as permitted under the Act. Accordingly, in the event a
Triggering Event occurs, the City agrees to use its reasonable best efforts
to reselect a developer (a "New Developer") with which the City and EDC
will enter into a development agreement (a "New Agreement") for the
development of a casino complex, upon the following terms and conditions:
(1) The New Agreement will require that the New Developer purchase from
the Developer the: (x) Project Premises, together with any
improvements constructed thereon and Developer's interest in the
entity that owns the Transportation Corridor, for the purchase price
as determined in SECTION 5.04 b.(2) and (y) Temporary Casino, together
with all related structures, including parking and restaurant
facilities that are connected with, or operated in such an integral
manner as to form a part of the Temporary Casino operation (the
"Temporary Casino Complex"), for the purchase price and subject to the
conditions imposed in SECTION 5.04 b.(3).
(2) The purchase price for the Project Premises under SECTION 5.04 b.(1)
shall be an amount equal to Developer's documented costs incur-red in
connection with acquiring the Project Premises, acquiring its interest
in the entity that owns the Transportation Corridor, and constructing
any improvements on either the Project Premises or the Transportation
Corridor including but not limited to finance, design, architectural,
permitting, legal and environmental remediation costs.
6
(3) The purchase price for the Temporary Casino Complex under SECTION 5.04
b.(1) shall be an amount equal to its fair market value determined by
an investment banker knowledgeable in casino gaming matters selected
by agreement of the Developer and the New Developer. If the Developer
and New Developer cannot agree on the selection of an investment
banker, then the City shall select an investment banker who has not
been materially involved with the Development or any portion thereof
and who is knowledgeable in casino gaming matters. The New Developer's
obligation to purchase the Temporary Casino Complex will be
conditioned upon and subject to Developer's assignment to New
Developer of any premises leases for the Temporary Casino Complex,
together with any landlord's consent if required pursuant to any such
leases.
(4) Developer agrees to sell to New Developer the Project Premises, the
Temporary Casino Complex, its interest in the entity that owns the
Transportation Corridor, and assign to New Developer any premises
leases for the Temporary Casino Complex, all as provided in this
SECTION 5.04.
c. The rights and obligations of City, EDC and Developer under SECTION 5.04
shall survive the Closing and shall not merge into the Deed.
5.05 WAIVER OF CERTAIN REMEDY. Developer hereby waives its right and remedy
set forth in SECTION 10.2(c) of the Development Agreement for the return of the
letter of credit delivered pursuant to the Development Agreement to the
Developer for any failure by the City to vacate all. streets, sidewalks and
other land, as required by SECTION 2.4(a)(8)(x) of the Development Agreement. In
consideration of such waiver, City agrees, in any instance under SECTION 10.2(g)
of the Development Agreement in which Developer would be entitled to the return
of its letter of credit, that in lieu of returning the letter of credit to
Developer, City shall deliver to Developer irrevocable letters of credit of a
commercial bank providing for direct payments to the Developer each time
Developer's letter of credit is drawn and otherwise conforming to the definition
of "Alternate Letter of Credit" appearing in those certain indentures of trust
(the "Indentures") between EDC as issuer and U.S. Bank Trust National
Association as Trustee in connection with the issuance of those certain taxable
and tax-exempt economic development revenue bonds for the Waterfront Reclamation
and Casino Development Project, Series 1999A, Series 1999B and Series 1999C and
shall pay to the Developer all costs associated with maintaining Developer's
letter of credit. The waiver by Developer and the rights and obligations of
City, EDC and Developer under SECTION 5.05 shall survive the Closing and shall
not merge into the Deed.
6. MISCELLANEOUS
6.01 NOTICES. Any notice, demand or other communication which any party may
desire or may be required to give to any other party shall be given as provided
in the Development Agreement.
7
6.02 SEVERABILITY. If any one or more provisions of this Agreement or in
any instrument or other document delivered pursuant to this Agreement or the
application thereof to any person or circumstance shall to any extent be
declared or determined to be invalid or unenforceable, the validity, legality
and enforceability of the remainder of this Agreement, or the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected or impaired thereby, and each
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
6.03 COMPLETE AGREEMENT. This Agreement and the Development Agreement and
all the documents and agreements described or referred to herein and therein,
including the Exhibits hereto and thereto, constitute the full and complete
agreement between the parties hereto with respect to the subject matter hereof
and thereof, and supersede and control in their entirety over any and all prior
agreements, understandings, representations and statements, whether written or
oral, by each of the parties hereto. The parties hereto acknowledge and agree
that this Agreement shall implement, and is not intended to supersede, the
Development Agreement, and therefore the terms of the Development Agreement
shall control in the event of any conflict between this Agreement and the
Development Agreement provided that notwithstanding the foregoing, in the event
of any conflict between the terms of the Development Agreement and the terms of
SECTION 2.03 above, the terms of SECTION 2.03 above shall control..
6.04 TERMINOLOGY. Unless the context otherwise expressly requires, the
words "herein", "hereof", and "hereunder", and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section,
or other subdivision. As used herein, the singular includes the plural, the
plural the singular, and the use of any gender shall be applicable to all
genders.
6.05 COVENANTS AND CONDITIONS. All the terms and provisions of this
Agreement shall be deemed and construed to be "covenants" and "conditions" as
though the words specifically expressing or imparting covenants and conditions
were used in each separate term and provision.
6.06 CAPTIONS. The headings of the Articles, Sections and other
subdivisions in this Agreement are for convenience of reference only and shall
not be used to construe or interpret the scope or intent of this Agreement or in
any way affect the same.
6.07 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original document and together shall constitute
one instrument.
8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
WITNESSES: CITY OF DETROIT,
a Michigan municipal corporation.
JAMES NOSEDA BY: DENNIS ARCHER
- ----------------------------- ---------------------------------
Print: JAMES NOSEDA Its: MANAGER
---------------------------------
OLIVIA TOWNSEND
- -----------------------------
Print: THE ECONOMIC DEVELOPMENT
CORPORATION OF THE CITY OF DETROIT,
WITNESSES: a Michigan public body corporate.
By: C. BETH DUNCOMBE
---------------------------------
Its: AUTHORIZED AGENT
---------------------------------
JAMES NOSEDA
- -----------------------------
Print: JAMES NOSEDA By: ATHANASIOS PAPAPANOS
---------------------------------
Its: AUTHORIZED AGENT
---------------------------------
CANDACE WRIGHT
- -----------------------------
Print: CANDACE WRIGHT DETROIT ENTERTAINMENT, L.L.C., a
Michigan limited liability company.
WITNESSES:
By: Circus Circus Michigan, Inc.,
a Michigan corporation, one
of its members.
JOYCE SHELTON
- -----------------------------
Print: JOYCE SHELTON
TANYA L. POPE By: CRAIG GHELFI
- ----------------------------- ---------------------------------
Print: TANYA L. POPE Its: V.P & GENERAL MANAGER
---------------------------------
By: Atwater Casino Group, LLC, a
Michigan limited liability
company, one of its members
By: Atwater Management
Corporation a Delaware
corporation, its manager
By: HERBERT STRATHER
---------------------------------
Its: CHAIRMAN
---------------------------------
By: THOMAS CELANI
---------------------------------
Its: PRESIDENT
---------------------------------
9
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
The foregoing instrument was acknowledged before me on _______________1999,
by _________________________, the duly authorized agent of the City of Detroit,
a Michigan municipal corporation, on behalf of said corporation.
_________________________________
Print:_____________________
Notary Public, Wayne County
Michigan
MY Commission expires:___________
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
The foregoing instrument was acknowledged before me on _______________1999,
by _________________________, and ________________________, the duly authorized
agent of The Economic Development Corporation of the City of Detroit, a Michigan
public body corporate, on behalf of said corporation.
_________________________________
Print:_____________________
Notary Public, Wayne County
Michigan
MY Commission expires:___________
10
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
The foregoing instrument was acknowledged before me on _______________1999,
by _________________________, the ________________________ of__________________,
a Michigan corporation, on behalf of said _____________________.
_________________________________
Print:_____________________
Notary Public, Wayne County
Michigan
MY Commission expires:___________
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
The foregoing instrument was acknowledged before me on _______________1999,
by _________________________, the ____________________ of _____________________,
a Michigan __________________, on behalf of said _____________________________.
_________________________________
Print:_____________________
Notary Public, Wayne County
Michigan
MY Commission expires:___________
Drafted by and when recorded return to:
11
EXHIBIT A
CASINO PARCEL 2
Land in the City of Detroit, County of Wayne, State of Michigan, being part of
Private Claims 14 and 90. Being Lots 9-24, part of Lots 25-27, part of vacated
Dequindre Avenue, part of Woodbridge Street (50' wide), part of Franklin Street
(50' wide), part of Guoin Street (50' wide), and alley (20' wide) of
"Subdivision of Lot 1, Witherell Farm, lying between Jefferson Avenue and
Atwater Street, 1859" as recorded in Liber I of Plats on Page 76 (W.C.R.). Also
being Lots 5-24, part of Lots 1-4 and reserved lot, part of Woodbridge Street
(50' wide), part of Franklin Street (50' wide), part of Guoin Street (50' wide),
and alley (20' wide) of "Subdivision of Lot 2, Witherell Farm, City of Detroit"
as recorded in Liber I of Plats on Page 37 (W.C.R.). Also being part of Lots 1-4
of "Resubdivision of Lots 1, 2, 3, 4, 5, 6, 7 and 8, between Guoin and Atwater
Streets, Witherell Farm" as recorded in Liber I of Plats on Page 302 (W.C.R.).
Also being Lots 9 and 10, part of Lots 1, 3 and 8, part of Estate of Troussant
Campau and vacated alley (20'wide) of Section 2, Lots 6-10, part of Lots 1-5 and
vacated alley of Section 3, Lots 1-10 and alley (20' wide) of Section 4, Lots 1
and 2, 9 and 10, part of Lots 3 and 8 and part of vacated alley of Section 5,
Lots 1 and 2, 9 and 10, part of Lots 3 and 8 and part of alley of Section 6,
Lots 1-10 and vacated alley (20' wide) of Section'7, part of Lots 1-3 of Section
8, part of Lots 1 and 4 of Section 9, part of Woodbridge Street (50' wide), part
of Franklin Street (50'wide), part of Guoin Street (50'wide), and part of St.
Aubin Avenue (70' wide) of "Subdivision of the St. Aubin Farm, South of
Jefferson Avenue, City of Detroit", as recorded in Liber 1 of Deeds on Page 35
(W.C.R.), described as:
Beginning at a point distant N59DEG.46'04"E 489.14 feet and N59DEG.56'21"E
335.44 feet along the southerly right-of-way line of Jefferson Avenue (120'
wide) and S26DEG.05'03"E 99.24 feet from the intersection of the southerly
right-of-way line of Jefferson Avenue (120' wide) and the westerly right-of-way
line of Riopelle Street (84' wide);
Thence along said line N59DEG.56'21 "E 377.81 feet and N59DEG.48'24"E 461.27
feet;
Thence S25DEG.56'42"E 910.15 feet to the northerly right-of-way line of
realigned Atwater Street (variable width);
Thence along said line S64DEG.39'33"W 834.85 feet;
Thence N26DEG.05'03"W 840.07 feet to the point of beginning.
Containing 16.788 acres, more or less.
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REVISED SCHEDULE A*
(i) The City's best estimate of the aggregate of the
Feehold Compensation $151,801,800
(ii) The cost of all Infrastructure Improvements 88,694,880
(iii) The costs of all of the above and below ground
environmental Response activity necessary in order
to obtain a covenant not to sue in favor of the City,
EDC, Developer and the Other Land-Based Casino
Developers issued by the Michigan Department of
Environmental Quality with respect to the Casino
Area and the Public Land 9,187,647
---------
Total of (i), (ii) and (iii) $ 249,684,327
------------------
------------------
*Capitalized terms have the same meanings ascribed to them in the Agreements
Exhibit B
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REVISED SCHEDULE B
- -------------------------------------------------------------------------------
I. ST. AUBIN CORRIDOR
- -------------------------------------------------------------------------------
A. Reconstruct Jefferson Ave. Bridge for 6-lane roadway $1,520,000
section.
- -------------------------------------------------------------------------------
B. Roadway Section from South line of Jefferson to Antietam
bridge, including utility relocations, four-lane roadway with
future rail provision, new bridges at Jefferson, Larned,
Lafayette and Antietam and one pedestrian bridge. 29,710,000
- -------------------------------------------------------------------------------
C-1. Gratiot/1-75 intersection at grade including utility
relocation and signage to prohibit left turns onto St. Aubin and
Cherie. 11,387,200
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C-2. PLD ducts and related work for signals and lights. 1,340,000
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D . Environmental remediation on land at Gratiot and in 3,041,030
corridor.
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- -------------------------------------------------------------------------------
II. ROADWAYS
- -------------------------------------------------------------------------------
A. Atwater 5 land roadway from Rivard to Cherie along existing
alignment widened to north from Riopelle to Cherie and to south
from Riopelle to Rivard; 15 foot sidewalk on north to be on
private property with utility easement. 4,400,000
- -------------------------------------------------------------------------------
B. Atwater same as above from Rivard to New Boulevard. 931,000
- -------------------------------------------------------------------------------
C. Riopelle from Jefferson to Atwater widened and
reconstructed with public sidewalks both sides. 710,000
- -------------------------------------------------------------------------------
D. Chene from Jefferson to Atwater widened and reconstructed
with public sidewalks both sides. 819,000
- -------------------------------------------------------------------------------
E. Upgrade existing traffic signal at Cherie & Jefferson 228,000
intersection.
- -------------------------------------------------------------------------------
F. New traffic signals for:
- -------------------------------------------------------------------------------
1. 1-375 (New Boulevard) & Atwater 202,000
- -------------------------------------------------------------------------------
2. Atwater & Riopelle 157,000
- -------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------
3. Atwater& Dequindre 202,000
- -------------------------------------------------------------------------------
4. New Street (N-S) & Atwater 202,000
- -------------------------------------------------------------------------------
5. Jefferson & Riopelle 187,000
- -------------------------------------------------------------------------------
6. Atwater& Cherie 187,000
- -------------------------------------------------------------------------------
G. Traffic signal feed extension and traffic signal iintra
connect extension. 634,000
- -------------------------------------------------------------------------------
H. Roadway trail blazing signs on City streets and on MDOT 712,000
freeways.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
III. OTHER
- -------------------------------------------------------------------------------
Purchase of trolley buses for Atwater route: 2 natural gas
fueled decorative "trolleys" at $250,000 each. 500,000
- -------------------------------------------------------------------------------
Contingency 25,000,000
- -------------------------------------------------------------------------------
TOTAL
- -------------------------------------------------------------------------------
Detroit Based Enterprise Premium (2%) 883,420
- -------------------------------------------------------------------------------
Wage escalation for labor (3%) 1,325,130
- -------------------------------------------------------------------------------
GMP Expense, overhead and profit (10%) 4,417,100
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Grand Total $88,694,880
- -------------------------------------------------------------------------------
Exhibit B
15
EXHIBIT C
QUIT CLAIM DEED
The Economic Development Corporation of the City of Detroit, a Michigan
public body corporate (the "EDC"), quit claims to ____________________ whose
post office address _____________________is the premises located in the City of
Detroit, County of Wayne, and State of Michigan, described on Exhibit A attached
hereto and made a part hereof, together with any and all tenements,
hereditaments and appurtenances thereunto belonging or in anywise appertaining,
for the sum of ______________________ ($______________).
This Deed is given subject to the terms, covenants and conditions of
[IDENTIFY RESTRICTIVE COVENANT DOCUMENT] which is incorporated herein by
reference and recorded on ______________, _________________________ in the
Office of the Register of Deeds for the County of Wayne in Liber _____________
on Pages____________ through ______________ inclusive, none of the terms,
covenants and conditions of which shall be deemed merged in this Deed. The
covenants therein recited to be covenants running with the land are hereby
declared to be covenants running with the land enforceable by EDC as therein set
forth.
Dated this ______ day of ___________, 19__.
IN WITNESS WHEREOF, The Economic Development Corporation of the City of
Detroit has caused this instrument to be executed by its duly authorized officer
and sealed with its corporate seal, the day and year first above written.
WITNESSES: THE ECONOMIC DEVELOPMENT
CORPORATION OF THE CITY OF
DETROIT, a Michigan public body corporate
_______________________________
Print: By: ________________________________
Its: ________________________________
_______________________________
Print: By: ________________________________
Its: ________________________________
[If any parcels are unplatted, add the statements required by the Land Division
Act.]
16
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
The foregoing instrument was acknowledged before me on____________________
1999, by _________________________, and ________________________, the duly
authorized agent of The Economic Development Corporation of the City of Detroit,
a Michigan public body corporate, on behalf of said corporation.
Print:___________________________________
Notary Public, Wayne County
Michigan
My Commission expires:____________
This instrument was drafted by and after recording return to:
17
May 5, 1999
Detroit Entertainment, LLC
c/o Circus Circus Enterprises, Inc.
3950 Las Vegas Boulevard South
Las Vegas, NV 89119
Re: Indenture of Trust (the "Trust Indenture") between The Economic
Development Corporation of the City of Detroit to U.S. Bank Trust
National Association, as Trustee involving The Economic Development
Corporation of the City of Detroit Taxable Economic Development
Revenue Bonds (the "Bonds") (Waterfront Reclamation and Casino
Development Project) Series 1999A dated as of March 1, 1999
Ladies and Gentlemen:
This letter agreement is for the purpose of confirming and documenting our
agreements in connection with our acting and performing services as Trustee,
Paying Agent and Tender Agent under the Trust Indenture (collectively the "Trust
Services"). We have agreed to perform the Trust Services under the Trust
Indenture in consideration of your agreements concerning our compensation and
indemnification described in this letter agreement. You have agreed as follows.
For our services as Trustee you will pay one-third of an Acceptance Fee of
$3,000 and one-third of an Annual Administration Fee of $3,500.
Our fees for acting as Bond Registrar and Paying Agent will be determined
based on the bonds being held by the Depository Trust Company in book-entry-form
and therefore are only $500 annually per Series. We will include our duties as
Tender Agent in this annual amount, unless extraordinary services are required
in this capacity such as a mandatory tender of the entire issue prior to
maturity of the bonds.
If the City of Detroit should maintain all or a part of either the Bonds in
a commercial paper mode, you will pay one-third of an Acceptance Fee of $250 per
issue and one-third of an Annual Fee of $500 to administer that portion of the
transaction. All trades are $10 per issuance and will be billed one-third to
you.
We will include the purchase of any investments at the inception of the
project fund along with our annual administration fee. Any future investments
will be billed at one-third of $75 per trade. If an outside investment contract
is utilized, we will charge an annual fee of one-third $ 1,000 for the custody
and administration of such contract.
18
Detroit Entertainment, LLC
May 5, 1999
Page 2
You will pay one-third of all out-of-pocket expenses, such as postage,
stationery, supplies, printing, telephone, travel and all other costs and
expenses reasonably incurred by us in performing the Trust Services. Reasonable
counsel fees are to be added to our regular charges for services at the time of
closing on the issuance of the Bonds for legal costs associated with document
review and giving legal opinions. Any other special or extraordinary services
not contemplated at the inception of appointment or not specifically covered
herein will be invoiced at a flexible rate of $50 to $200 per hour depending
upon the nature of the work, degree of risk, and level of employee involved.
We have entered into similar letter agreements with MGM Grand Detroit, LLC
("MGM") and Greektown Casino, LLC ("Greektown"). You will be legally responsible
to pay one-tl~iird of such fees and expenses.
In addition to your agreement to pay the foregoing, you have agreed to
inderrinify and hold us harmless from one-third of any costs, damages, expenses
(including reasonable attorneys fees), causes of action, claims or liability
arising out of our performing the Trust Services and acting as Trustee, Bond
Registrar, Paying or Tender Agent except such liability determined to be the
result of our gross negligence or wilful misconduct.
The fee as above stated are limited to the Bonds initially issued under the
Trust Indenture. Fees for services rendered in connection with any additional
bonds issued under any supplemental indentures will be quoted separately and be
in addition to the fees stated.
Please indicate your agreement to the items set forth above in this letter
agreement by executing the copy of this letter agreement and returning it to us
for our files.
Sincerely yours,
U. S. BANK TRUST NATIONAL ASSOCIATION
By: M. KARAN
-----------------------------------------
Its: VICE PRESIDENT
-----------------------------------------
Items set forth above agreed to by:
DETROIT ENTERTAINMENT, LLC
By: CHERYL SCOTT DUBE
----------------------------------
Its: AUTHORIZED SIGNATOR
---------------------------------
Date: 5/5/99
--------------------------------
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