comprehensive development agreement kewadin project

8/3/2019 Comprehensive Development Agreement Kewadin Project

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[S p ace A b ove T h i s l in e i s for R ecord in g in format ion ]

COMPREHENSIVE DEVELOPMENT AGREEMENT(F o r t h e K e w a d i n G r a n d R i v e r C a s in o D e v e lo p m e n t P r o je c t )

b y a n d b e t w e e nS A U L T S T . M A R I E T R I BE O F CH IP PE `V V A I N D IA N S

a n d t h e K e w a d i n C a s i n o s G a m i n g A u th o r i t y , a d u l y a u t h o r i ze d e n t i ty c r e a t e d u n d e r t h e l a w so f t h e S a u lt S t e . M a r i e T r i b e o f C h i p p e w a I n d i a n s ,a n d -

C IT Y O F L A N S I N Ga M i c h i g a n m u n ic i p a l c o r p o r a t i o n

a n d

LANSING ECONOMIC DEVELOPMENT CORPORATIONa M i c h i g a n p u b li c d e v e l o p m e n t c o r p o r a t io n

a n d

L A N S I N G F UT U R E L L C ;a M i c h i g a n l i m i t e d li a b i li t y c o m p a n y

. Jan u ary 23, 2012

Comprehensive Development Agreement for theK e wa d i n G r a n d R i v e r C a s i n o D e v e lo p m e n t

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COMPREHENSIVE DEVELOPMENT AGREEMENT

This Comprehensive Development Agreement (the "Agreement") is made as of January 23,2012, between the City of Lansing, a Michigan municipal body corporate (the "City"), theLansing Economic Development Corporation, a Michigan public development corporationorganized under P.A. 338 of 1974, as amended, (the "LEDC"), Lansing Future LLC, a Michiganlimited liability compan y (the "Developer"), and the Sault Ste. Marie Tribe of Chippewa In dians,a federally-recognized Indian Tribe, and the Kewadin Casinos Gaming Authority, a dulyauthorized entity created under the laws of the Sault Ste. Marie Tribe of Chippewa Indians (andcollectively referred to as the "Tribe"). All four entities are collectively referred to herein as the"Parties" and each individually as a "Party" where app ropriate.

R E C I T A L SA. The City holds title to certain parcels of real property located adjacent to the LansingCenter near the intersection of Cedar Street and Michigan Avenue, referred to herein as

the "Elevated Parking Ramp Parcel" and the "Showcase Casino Parcel" and morespecifically defined in Article 1 below.B. The City also holds title to a certain parcel of real property located north of Cooley LawSchool Stadium, referred to herein as the "City Maintenance Garage Parcel" and morespecifically defined in A rticle 1 below.C. The LEDC holds title to a certain parcel of real property located adjacent to the LansingCenter near the intersection of Cedar Street and Michigan Avenue, referred to herein asthe "Corner P arcel" and m ore specifically defined in Article 1 below.D. The Tribe, pursuant to the laws of the Sault St. Marie Tribe of Chippewa Indians, hasduly granted and authorized the Kewadin Casinos Gaming Authority to enter into thisAgreement and otherwise act on its behalf with respect to actions, obligations, duties andrequirements associated with the Project or described herein.E. Prior to the execution of this Agreement, the Developer has contracted with the Tribe, byway of separate contract, to provide financial assistance to the Tribe relative to the tribal

gaming facilities, to be owned, operated and maintained by the Tribe, on real propertydescribed herein and currently owned by the City and LEDC.F. The Tribe has requested that the City and LEDC transfer, as more specifically describedherein, all or a portion of the Corner Parcel and the Showcase Casino Parcel to the Tribe

for fair market value to further the development and operation of one or more licensedIndian gaming facilities.G. Upon acquiring title to the real property owned by the City and the LEDC, the Tribeintends to take the necessary steps to establish its right to conduct tribal gaming on bothparcels pursuant to Indian Gaming Regulatory Act, being 25 U.S.C., Section 2701 et seq.

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H. Once the Tribe establishes its right to conduct Indian . gaming, the Tribe intends toconstruct a separate temporary Indian gaming casino on the Corner Parcel currentlyowned by the LEDC. Following commencement of Indian gaming operations in thetemporary casino, the Tribe shall begin construction of a permanent casino (the"Showcase Casino Facility" as defined in Article 1 below) north of the Lansing Center onproperty currently owned by the City. The Showcase Casino Facility shall containapproximately Two Hundred Seventy Nine Thousand (279,000) square feet, of whichapproximately On e Hun dred Twen ty Five Thousand (1 25,000) square feet will consist ofIndian gaming floor space. Construction of the permanent casino shall require aminimum capital investment of approximately One Hun dred Thirty-Five Million Dollars($13 5,000,000.00). Upon com pletion of the Show case Casino Facility, the Tribe inten dsto either begin construction of a "boutique casino" in place of the temporary casino onthe Corner Parcel or endeavor to work with the City to reach a mutually agreeable re-useof the Corner Parcel.In addition to the Indian gaming operations previously described, the Parties desire toconstruct an approximately Four Hundred (400) space elevated parking ramp on theElevated Parking Ramp Parcel above the Lansing C enter's current loading dock area onproperty currently owned by the C ity to support the increased need for parking n ear theLansing Center in downtown Lan sing.

J. Prior to the Tribe's Comm encem ent of C onstruction, as defined in Article 1 below, of theShowcase Casino Facility, the Parties have proposed the sale of the City MaintenanceGarage Parcel to the D eveloper for fair market value. Subsequent to acq uiring title, theDeveloper would demolish the current City Maintenance Garage and construct anapproximately Nin ety (90) foot public right of way connecting N. Cedar Street and S.Larch Street that would be con veyed to the City for use and dedication as a public rightof way.

K. To accommodate the increased need for parking in the immediate vicinity of theShowcase Casino Facility, the Developer, with the possibility of other private thirdparties, proposes construction of an approximately Two Thousan d Five H undred (2,500)space parking ram p north of Cooley Law School Stadium.L. Given the complexity and scope of this development effort, the Parties intend for thisAgreeme nt to be a framew ork for each phase of development an d to set forth each. Party'srespective undertakings an d obligations regarding the real property currently owned bythe City and LED C, along with the terms and conditions govern ing the Project.

NOW THEREFORE, in consideration of the premises and the mutual covenantscontain ed in this Agreemen t, the Parties hereby coven ant an d agree as follows:

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Article 1: DEFINITIONS1.1 "Affiliates" or "Affiliate" means (a) any shareholder, member, partner or joint.venture mem ber of Developer; (b) any person which directly. or indirectly through on e or m oreintermediaries controls or is controlled by or is under common control with, the Developer orany of its shareholders, members, partners or joint venture members; and (c) any person for

which ten percent (10%) or more of the equity interest in such person is held directly orindirectly, beneficially or of record by (i) Developer; (ii) any of Developer's shareholders,members, partners or joint venture members; or (iii) any Affiliate of Developer under clause (b)of this definition. For purposes of this definition, "person" shall mean any individual,corporation, joint ven ture, limited liability compan y, compan y, voluntary association, partnershiptrust, or unincorporated organ ization.1,2 "Boutique Casino Facility" means the boutique Indian gaming casino that may beconstructed on the C orner Parcel in place of the Temporary Casino Facility upon com pletion of

the Showcase Casin o Facility.1.3 "City Council" means the Lansing City Council.1.4 "City Maintenance Garage" means the structure commonly known as the CityIVlaitilenan ee Uaiage located en the C ity Malttteitattce Gat age Parcel as telbtcttecdl on Exhlblt D.1.5 "City Maintenance Garage Parcel" means the real property described on ExhibitB to this Agreement, together with all rights, covenants, rights of way and appurtenancesbelonging or in anyway appertaining thereto.1.6 "City Market Drive" means the real property described on Exhibit D to this

Agreement an d labeled "Museum Drive", together with all rights, covenants an d appurtenan cesbelonging or in anyway appertaining thereto.1.7 "Com men cement of Con struction" mean s the earlier of either the first day that thefootings are poured for the construction of any building or structure described herein or the firstday when any soil is removed, excavated or otherwise disturbed from its current con dition as ofthe Effective Date.1.8 "Corn er Parcel" means the real property described in. Exhibit C to this Agreemen t,together with all rights, covenants, rights of way and appurtenances belonging or in any wayappertaining thereto.1.9 "Corner Parcel Option" means the Tribe's right to purchase the Corner Parcel,which right to purchase shall termina te on A ugust 1, 201 2, as set forth in Article 2.1.10 "Corner Parcel Closing Agreement" means the written agreement between theParties, executed before the Corner Parcel Closing Date that shall (i) set forth the writtenacknowledgemen t of the Parties of the conveyance of the Corner Parcel from the LED C to theTribe; (ii) govern the conveyan ce of title to the Corner Parcel from the LED C to the Tribe; and(iii) confirm the irrevocable commitment of the Parties to proceed with the closing of the Corner

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Parcel and their other respective covenan ts and obligations under this Agreemen t, subject only tothe satisfaction of any additional pre-closing conditions set forth in'the Corner Parcel ClosingAgreement.1.11 "Corner Parcel Closing Date" means the deadline by which the Tribe must close

on the Corner Parcel, being A ugust 1, 2012, except as such date may be extended in accordancewith Section 2.2 of this Agreeme nt.1.12 "Corner Parcel Pre-Closing Period" shall mean the time period beginning on theEffective Date and continuing through and until 5:00 p.m. EST on August 1, 2012, except as

such date may be extended in accordance with Section 2.2 of this Agreement, or by mutualwritten con sent of the Parties in accordan ce with Section 3.7.2.1.13 "Corner Parcel Site Plan" shall mean - the plans, specifications and drawings forthe donstruction and developmen t of the Tem porary Casino Facility developed by the Developerand T ribe and submitted to the City for approval in accordance w ith the terms and conditions ofthis Agreemen t, inc luding but not limited to Section 3.2.4.1.14 "Corner Parcel Survey" means an "as-built" ALTA survey of the Corner Parcel,certified to ALTA requiremen ts and complying with such of the minimum standard details, 2005revisions, as the City reasonably requires, prepared at Developer's expense by an engineer orsurveyor who is licensed in the State of Michigan and a cceptable to City, which survey shall: (i)include a legal description of the Corner Parcel by metes and boun ds (includin g a reference to arecorded plat, if any), and a com putation of the area comprising the C orner Parcel in both acre,gross square feet and net square feet (to the nearest one-hundredth of said respectivemeasurement); (ii) accurately show the location on the Corner Parcel of all improvements,buildings and set-back lines, fences, evidence of abandoned fences, ponds, creeks, streams,rivers, officially designated 100-year flood plains and flood prone areas, canals, ditches,

easements, roads, rights-of-way and encroachments; (iii) be certified, and re-certified on anupdated "as-built" basis at the time of the comp letion of the Corn er Parcel, to the Developer, theCity and the Title Company; (iv) legibly identify any and all recorded matters shown on theCorner Parcel Title Commitment on said survey by appropriate volume and page recordingreferences; (v) show the location of all adjoining streets; and (vi) be satisfactory to the TitleCompan y so as to permit it to amen d the standard survey exception in the Corn er Parcel TitlePolicy to be issued to the Developer in con ne ction with the closing.1.15 "Corner Parcel Title Commitment" means a current commitment issued by theTitle Compan y to the Tribe pursuant to the terms of which the Title Compan y shall commit toissue the Corner Parcel Title Policy (as defined below) to the Tribe in accordance with the

provisions of this Agreement, and initially reflecting all matters which would be listed asexceptions to coverage on the Corner P arcel Title Policy.

1.16 "Corner Parcel Title Policy" means an ALTA Extended Coverage Owner's Policyof Title Insurance, issued by the Title Company as required by the Corner Parcel ClosingAgreement, at the cost and expense of the Developer or Tribe, together with the followingendorsements: (i) comprehensive endorsement; (ii) access endorsement; (iii). survey endorsement;

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(iv) separate tax parcel endorsement; and (v) such other endorsements as are reasonably andcustomarily required by the Developer or Tribe an d approved by the City.1.17 "Effective Date" means the date the Parties are duly authorized to execute thisAgreement.1.18 "Elevated Parking Ramp" means the elevated parking structure containingapproximately Four Hun dred (400) parking spaces to be constructed on the Elevated ParkingRamp Parcel.1.19 "Elevated Parking Ramp Parcel" means the real estate described in Exhibit E tothis Agreement, together with all rights, covenants, rights of way and appurtenances belonging orin any way appertaining thereto.1.20 "Environmental Laws" means all federal, state and local statutes, ordinances,regulations an d rules relating to environme ntal quality, health, safety, contamination an d clean-up, including, without limitations, the Clean Air, Act, 42 U.S.C., Section 74 01 et seq.; the Clean

Water Act, 33 U.S.C., Section 1251 et seq., and the Water Quality Act of 1987; the FederalInsecticide, Fungicide, and Rodenticide Act, 7 U.S.C., Section 1 36 et seq.; the Marine Protection,Research, and San ctuaries Act, 42 U.S.C., Section 4 321 et seq.; the Occupational Safety and HealthAct, 29 U.S.C., Section 651 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C., Section6901 et seq , as amended by the Hazardous and Solid Waste Amendments of 1 984; the Safe DrinkingWater Act, 42 U.S.C., Section 300f et seq.; the Comprehensive Environmen tal Response,Compen sation an d Liability Act, 42 U.S.C., Section 9601 et seq., as amended by the SuperfundAmendmen ts and Reauthorization Act, the Emergency Plann ing and Comm unity Right to Kn ow Act,and Radon Gas and In door Air Quality Research Act; the Toxic Substances Con trol Act, 15 U.S.C.,Section 2601 et seq.; the Federal Hazardous Materials Tran sportation Act, 4 9 U.S.C., Section 1801 etseq.; the Atomic Energy Act, 42 U.S.C., Section 2011 et seq.; and the M ichigan N atural Resourcesand en vironmental Protection Act, MCL 324.31 01- .21551, with implementing regulations and to theextent legally enforceable, guidelines. Environmental Laws shall also include all state, regional,county, municipal an d other local laws, regulations, rules and ordinan ces insofar as they purport toregulate human health, the environment.

1.21 "Event of Default" means any of the events listed in Section 4.5 of thisAgreement.1.22 "Expansion Ramp" means the construction and operation of an approximately2,500 space parking ramp, an d an y an d all attendan t residential or commercial developmentscontem plated as part of the construction of the Expansion R amp.1.23 "Indian Gaming" means any form of gaming operated by the Tribe, or any other

entity authorized by the Tribe, pursuant to IGRA.1.24 "Intergovernmental Agreement"' or "IGA" means the written agreement oragreements between the City and the Tribe, relative to essential services provided by the City to

the Temporary Casino Facility on the Corner Parcel, the Showcase Casino Facility on theShowcase Casin o Parcel and/or the subsequent Boutique Casino Facility on the Corner Parcel.5

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1.25 "IGRA" means the Indian Gaming Regulatory Act, Pub. L. No. 100-497, 25U.S.C. 2701, et seq.

1.26 "Lan sing Center" mean s the real property and structure thereon comm only kn ownas the Lansing Convention Center located at 333 East Michigan Avenue, Lansing, Michigan48933 and owned by LEPFA.

1.27 "Legal Claim" means any demand, cause of action, suit, administrative, civil orcriminal proceeding asserted by or against any P arty to this Agreemen t that would preclude anyform of gaming.1.28 "LEPFA" means the Lansing Entertainment & Public Facilities Authority, anadministrative authority and agen cy of the C ity.1.29 "Mayor" mean s the duly elected Mayor of the City of Lansing, Michigan.1.30 "Michigan Indian Land Claims Settlement Act" or "MILCSA" means the

Michigan Indian Land Claims Settlement Act, being Pub. L. No 105-143, 108 (1997)("MILCSA").1.31 "Permitted Exceptions" means liens for taxes not yet due and payable and allother items of record approved by the Developer during the Due Diligence Period1.32 "Permanent Interior Access Area" means the space within the Lansing Centerwhere the Showcase Casino Facility will be conne cted to the Lan sing Cen ter.1.33 "Perm anen t Interior Access Area Plans" shall mean the plans, specifications an ddrawings for the construction an d development of the Permanen t Interior Access Area w ithin theShowcase Casino Facility and describing how the Lan sing Cen ter will be modified or connected

to the Showcase Casino Facility, developed by the Tribe and submitted to the City for approvalin accordance with the terms and conditions of this Agreement, including but not limited toSection 3.2.9.1.34 "Phase I Development" means the satisfaction or waiver of all terms, conditionsand obligations un der Article 3 in accordan ce with this Agreemen t.1.35 "Phase II Development" m eans the satisfaction or waiver ofall terms, conditionsand obligations un der Article 4 in accordan ce with this Agreemen t.1.36 "P hase III Development" m eans the satisfaction or waiver of all terms, conditionsand obligations und er Article 5, in accordan ce with this Agreemen t.1.37 "Project" shall have the meanin g set forth above in the Recitals and include (i) thedevelopment an d con struction of the Temporary Casino Facility, Showcase Casino Facility andBoutique Casino Facility, if n ecessary; (ii) the developmen t an d con struction of the TemporaryInterior Leasable Space and the Permanent Interior Access Area; (iii) the development andconstruction of the Elevated Parking Ramp and Relocated City Market Drive; and (iv) the

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demolition of the City Garage and con struction of the public right of way between Cedar Streetand Larch Street in accordance with the terms and conditions of this Agreement.1.38 "Project Completion" means the Parties have waived or otherwise satisfied all

obligations and duties herein, and have completed construction and are operating or legallyallowed to operate, the Temporary Casino Facility and the Sho wcase Casino Facility, and thatthe Elevated Parking Ra mp is constructed as set forth in this Agreem en t.

1.39 "Relocated City Market Drive" means the new City Market Drive as morespecifically described in attached Exhibit F.1.40 "Showcase Casino Parcel" means the real estate described on Exhibit A to thisAgreement, together with all rights, covenan ts, rights of way an d appurtenan ces belonging or inanyway appertaining thereto.1.41 "Showcase Casino Parcel Survey" means an "as-built" ALTA survey of the

Showcase Casino Parcel, certified to ALTA requirements and complying with such of theminimum standard details, 2005 revisions, as the City reasonably requires, prepared atDeveloper's expense by an engineer or surveyor who is licensed in the State of Michigan an dacceptable to City, which survey sha ll: (i) include a legal description of the C orne r Parcel bymetes an d bounds (including a referen ce to a recorded plat, if any), and a computation of the areaeumpilalug the Showcase Casino Paled in both acre, gross square Ibet and net square, foot (to thenearest one-hundredth of said respective measurement); (ii) accurately show the location on theShowcase Casin o Parcel of all improvemen ts, buildings and set-b ack lines, fences, evidence ofabandoned fences, ponds, creeks, streams, rivers, officially designated 100-year flood plains andflood prone areas, canals, ditches, easemen ts, roads, rights-of-way an d en croachmen ts; (iii) becertified, and re-certified on an updated "as-built" basis at the time of the completion of theShowcase Casino Parcel, to the Developer, the City and the Title Company; (iv) legibly identifyany an d all recorded matters shown on the Showcase Casino Parcel Title Comm itment on saidsurvey by appropriate volume and page recording references; (v) show the location of alladjoining streets; and (vi) be satisfactory to the Title Compan y so as to permit it to amend thestandard survey exception in the Showcase Casino Parcel Title Policy to be issued to theDeveloper in conn ection with the closing.

1.42 "Showcase Casino Parcel Closing Agreement" means the written agreementbetween the Parties, executed before the Corner P arcel Closing Date that shall (i) set forth thewritten ackn owledgemen t of the Parties of the conveyan ce of the Showcase Casino P arcel fromthe City to the Tribe; (ii) govern the conveyance of title to the Showcase Casin o Parcel from theCity to the Tribe by warranty d eed; and (iii) confirm the irrevocable commitmen t of the Partiesto proceed with the closing of the Showcase Casino Parcel and their other respective coven antsand obligations set forth in this Agreement and subject only to th e satisfaction of an y additionalpre-closing con ditions set forth in the Showcase Casin o Parcel Closing Ag reemen t. .

1.43 "Showcase Casino Site Plan" shall mean the plans, specifications and drawingsfor the construction of the Show case Casino Facility, developed by the Tribe and subm itted tothe City for approval in accordan ce with the terms and con ditions of this Agreemen t, includingbut not limited to Section 3.2.8.7C o m p r e h e n s i ve D e v e l o p m e n t A g r e e m e n t f o r t h eK e wa d i n G r a n d R i v e r C a s in o D e v e l o p m e n t


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1.44 "Showcase Casino P arcel Title Commitment" mean s a current commitment issuedby the Title Company to the Tribe pursuant to the terms of which the Title Company shall .commit to issue the Showcase Casino Parcel Title Policy (as defined below) to the Tribe inaccordance with the provisions of this Agreement, and initially reflecting all matters whichwould be listed as exceptions to coverage on the Showcase Casin o Parcel Title Policy. .

1.45 "Showcase Casino Parcel Title Policy" means an ALTA Extended CoverageOw ner's Policy of Title Insurance, issued by the Title Compan y at the cost and ex pense of theDeveloper and Tribe, together with the following endorsements: (i) comprehensive endorsement;(ii) access en dorsement; (iii) survey endorsemen t; (iv) separate tax parcel endorsemen t; and (v)such other endorsemen ts as are reasonably and customa rily required by the Developer and Tribe,and approved by the City.1.46 "Showcase Casino Facility" means the permanent Indian gaming casino to beconstructed and located on the Showcase Casino P arcel.1.47 "Showcase Casino Facility Business Plan" shall mean the budget for the cost ofconstructing the Showc ase Casino Facility. pursuant. to the approved Showcase Casino Fac ilitySite Plan in accordance with the terms and conditions of this Agreement to be a fully functioningand operational Indian gaming facility.1.48 "Tvutpurtuy Casino Facility" means the temporary Indian gaining casino to belocated and constructed on the Corn er Parcel.1.49 "Temporary Casino Facility Business Plan" means the budget for the cost ofconstructing the Temporary Casino Facility pursuant to the approved Corn er Parcel Project SitePlan.1.50 "Tem porary Interior Leasable Space" means the space within the southeast cornerof the Lan sing Cen ter for administrative offices and other functions with regard to the operationand management of the Temporary Casino Facility.1.51 "Temporary Interior Leasable Space Plan" means the plans, specifications anddrawings for the construction and development of the Temporary Interior Leasable Spacedeveloped by the Developer an d Tribe and subm itted to the City for approval in ac cordanc e withthe terms and con ditions of this Agreemen t, includin g but not limited to Section 3.2.5.1.52 "Tribal Board of Directors" means the Tribe's twelve member governing Boardof Directors.

Article 2: RIGHT TO PURCHASE2.1 Agreement to Purchase and Construct. Subject to each Party's respectivegoverning boards approving this Agreement, the Tribe agrees to purchase and the LEDC agreesto sell, the Corn er Parcel subject to the deadlines, terms an d con dition s stated herein. After theTribe closes on the acquisition of the Corner Parcel, the Tribe shall be required to construct the

Temporary Casino Facility on the Corner Parcel, subject to satisfaction or waiver of allcontingen cies stated herein. The Tribe's election to close on the Corner Parcel shall also obligate8

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the City to sell to the Tribe, and Tribe to purchase from the City, the Showcase Casino Parceland thereafter complete construction of the Showcase Casino Facility, subject to the CornerParcel being eligible for conducting gaming under federal law and subject to the deadlines, termsand conditions stated herein.

2.2 Term of the Corner Parcel Option. The Tribe must close or execute the CornerParcel Closing Agreement for the purchase of the Corner Parcel no later than August 1, 2012. Ifthe Tribe fails to close on the acquisition of the Corner Parcel prior to August 1, 2012, then theTribe's right to acquire the Corner Parcel and the Showcase Casino Parcel shall terminateautomatically; provided, however, that if any Legal Claim is asserted by or against any Party tothis Agreement prior to closing on the acquisition of the Corner Parcel, the Tribe's right toacquire the Corner Parcel and obligation to acquire the Showcase Casino P arcel and con struct theShowcase Casino Facility shall be extended pending resolution of the Legal Claim, but in noevent extend beyond 5:00 PM EST on January 1, 2017, regardless of the assertion of a LegalClaim, unless extended by the written con sent of the Tribe, Developer and City.

PHASE I DEVELOPMENTArticle 3: DUE DILIGENCE, WARRANTIES AND COVENANTS DURING THECORNER PARCEL PRE-CLOSING PERIOD3 1 Overviewand Initial Covenants The Corner Parcel Pre-Closing Period shallbegin on the Effective Date and extend through 5:00 PM EST on August 1, 2012. The CornerParcel Pre-Closing Period may be extended because of the assertion of a Legal Claim as stated inSection 2.2 above during the Corner Parcel Pre-Closing Period, or, if a Legal Claim is notasserted, for a period of 200 days from the expiration of the Corn er Parcel Pre-C losing Period, orlonger, as agreed to in writing by all Parties hereto. The Parties shall exert all reasonable effortsto undertake and satisfy all obligations and conditions set forth below, all of which must be

satisfied or waived p rior to the Tribe closing on the acquisition of the Co rner Pa rcel. The Partiescoven ant an d agree to make all commercially reasonable efforts , to complete all of the followingactions with respect to the Project during the Corner Parcel Pre-Closing Period on or before theapplicable deadline stated herein and to notify the other Parties hereto when a Party reasonablybelieves any of the following actions are unable to be completed or cannot be completed by theexpiration of the Corner Parcel Pre-Closing Period or earlier deadline as set forth in thisAgreement. In addition, the Parties recognize that many of the following obligations and actionsrequire participation, approval or consent of the Parties. As such, the Parties expressly agree toreasonably cooperate relative to the satisfaction of any obligation or action required to completethe Project as required by this Agreement, or any o ther Agreemen t required herein.

3.2 Developer and Tribe's Due Diligence Obligations During the Corner Parcel Pre -Closing Period.3.2.1 Due Diligence. No later than ninety (90) days from the

Effective Date, the Developer and Tribe shall complete or satisfy the following obligations inthis Section 3.2.1 so the Parties can identify, remedy or otherwise waive any threshold conditionor obstacle relative to the transfer of the Corner Parcel or the Showcase C asino Parcel.

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(a) The Developer and Tribe will conduct and complete allinvestigations with respect to the Corner' Parcel and Showcase Casino Parcel and provide theCity, LEDC an d Tribe with written con firmation of its satisfaction with:(i) The Developer and Tribe will determine the state - an d

condition of title as reflected in the Corner Parcel Title Commitment, the Showcase CasinoParcel Title Com mitment, the Corn er Parcel Survey and the Showcase Casino Parcel Survey,including written confirmation of the Permitted Exceptions relative to each commitment, subjectto any title objections being timely raised and resolved in accordan ce with this Section 3.2;(ii) The environm ental condition, including soil conditions,of the Corner Parcel and Showcase Casino Parcel, pursuant to the Phase I and Phase IIenviron men tal assessments obtained by the City and L EDC , as more specifically described inSection 3.3.2 below.

(b) To the extent the Developer or Tribe is not satisfied with orobjects to any of the foregoing items in Section 3.2.1, the Developer and Tribe shall provide allother Parties with written n otice of the objection. The City shall respond on behalf of it and theLED C within ten (10) busin ess days of receipt of such objection in dicating in writing whetheran d on what terms the City or the LEDC w ill undertak e to resolve the objection to the reason ablesatisfaction of the Developer and Tribe prior to the expiration of the Corn er Parcel Pre-ClosingPeriod. It, however, the City elects in writing not Lo iesolve any objection =lei this Se tiun3.2.1, then within five (5) business days after its receipt of such election, the Developer andTribe must provide written n otice of either (i) the Developer an d Tribe's willingn ess to proceedwithout such resolution, with such waiver being codified in the final Corner Parcel ClosingAgreem ent; or (ii) the Developer or Tribe's election to terminate this Agreem en t.(c) The Developer shall pay the cost for all title work, surveys,

environ men tal and geotechnical information , and other due diligence, includin g copies of titlepolicies, title exception documen ts, surveys, environm ental reports, assessmen t data, and lien andlitigation searches as necessary to satisfy its own due diligence requirements relative to theCorner Parcel and the Showcase Casin o Parcel.

(d) The Developer and Tribe shall have access to the CornerParcel and the Showcase Casino Parcel during the Due Diligence Period to perform its duediligen ce after (i) providing reasonable advan ce notice to the City, LEDC and LEPFA; (ii) whenrequired by the City, procuring liability insurance for such activities with the coverage andinsurance provider approved by the City, such approval not to be unreasonably withheld; and(iii) obtainin g the written con sent of the City, LEDC and L EPFA in advance of performing an yinvasive testing, which consen t shall not be un reasonably withheld.(e) In addition to any other indemnification obligations set forthin this Agreement, the Developer will indemn ify and hold the City and LEDC harmless from an yand all liability in connection with the inspection activities of the Developer or Tribe, theiremployees, agents, contractors and representatives on the Corn er Parcel or the Showcase CasinoParcel.

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3.2.2 En tity Structure and Information.(a) Not later than thirty (30) days in advance of the expiration

of the Corner Parcel Pre-Closing Period, Developer will deliver to the City and Tribe forapproval, and the C ity and Tribe shall keep con fidential to the extent permitted by law, entityinformation with respect to itself, its members and investors that are involved in the Project,including without limitation:(i) An organizational chart showing the relationshipsamon g Developer, its mem bers and in vestors that are involved in the Project.(ii) Upon the request of the City or Tribe, the Developerwill make available for reasonable inspection by the City and Tribe, updated financialinformation for the Developer, including but not limited to current balance sheets and operatingstatements for the past two years for the Developer, names and addresses for all investors,officers and m embers, and the amoun t each person or en tity has contributed or invested with the

Developer.(iii) Certified articles of organization (or incorporation) fromthe jurisdiction of its organiza tion (or incorporation ) for the Developer and its Affiliates involvedin the Project, which City or LEDC may reasonably require be updated after execution of theComer Parcel Closing Agreemen t Lo a date no mullet llhaiiltluily (30) days belie the CometParcel Closing Date.(iv) A Good Standing Certificate from the State of MichiganDepartment of Licensing and Regulatory Affairs for the Developer and, if applicable, itsAffiliates involved in the P roject, which the City or LED C may reasonably require be updatedafter execution of the Corner Parcel Closing Agreemen t to a date n o earlier than thirty (30) days

before the Corner Parcel Closing Date.(b) An y approval of the entity structure from the City or Tribeshall be included in the Corner Parce l Closing A greemen t.

3.2,3 Relocated City Market Drive. 'Prior to the expiration of theCorner Parcel Pre-Closing Period, the Developer shall provide the City and Tribe with sufficientevidence of a valid and binding option to purchase, subject to the City and Tribe's solediscretion, that the D eveloper has acquired, on behalf of the City, sufficient in terest in the realproperty n orth of the Lansing Center that will comprise the Relocated City Market Drive andsufficient evidence that the real property to be acquired by the Developer is suitable for theRelocated City Market D rive as a public right of way that will be own ed by the City.3.2.4 Corner Parcel Site Plan. Prior to the expiration of the CornerParcel Pre-Closing Period, the Developer and Tribe shall prepare and submit a Corner ParcelProject Site Plan relative to the Tem porary Casin o Facility to the City for approval, with suchapproval not to be unreasonably withheld. The Corner Parcel Site Plan shall comply with allapplicable tribal, federal, state land local laws, rules, regulations an d ordina nces. All costs an dexpenses of preparing the Corner Project Site Plan or any other related documents or

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submissions, including but not limited to survey drawings, engineering plans an d con sultants'costs shall be the respon sibility of the Developer or Tribe, but in n o even t a responsibility of theCity or LEDC.3.2.5 Temporary Interior Leasable Space Plan. If the Corner ParcelSite Plan requires additional non-gaming space inside the Lansing Center, that does nototherwise affect any financial obligation held by the City or LEDC, the Developer and Tribe,prior to the expiration of the Corn er Parcel Pre-Closing P eriod, shall prepare and subm it to theCity the Temporary Interior Leasable Space Plan depicting the Temporary Interior LeasableSpace n eeded for the Temp orary Casin o Facility, to the City for approval, with such approval notto be un reasonably withheld. All costs and expenses of preparing the Temporary Interior Leased,Space Plan o r any other related documents or submissions, including but n ot limited to surveydrawings, engineering plans and consultants' costs. shall be the sole responsibility of theDeveloper.3.2.6 Temporary Casino Facility Business Plan. Prior to the

expiration of the Corn er Parcel Pre-Closing Period, the Developer an d Tribe will deliver to theCity for approval, with such approval n ot to be un reasonably withheld, the Temporary CasinoFacility Business Plan that shall include, but not be limited to, good faith reven ue projections forthe Temporary Casin o Facility.3.2.7 'temporary Casino Facility Construction Schedule. Prior tothe expiration of' the Corner Parcel Pre-Closing Period, the Tribe will deliver a constructionschedule for the Temporary C asino Fac ility to the City.

(a) The construction schedule for the Temporary CasinoFacility shall not substantially deviate from the construction schedule submitted to the Cityunless the deviation is caused by or from the assertion of a Legal Claim, and the Tribe andDeveloper shall, in g ood faith, seek to comply with the construction schedule subm itted to theCity and impose all deadlines in the construction schedule on all contractors involved in theconstruction of the Tem porary Casino Facility.

3.2.8 Showcase Casino Parcel Site Plan, Prior to the expiration ofthe Corner Parcel Pre-Closing Period, the Tribe shall prepare and submit a Showcase CasinoProject Site Plan relative to the Showcase Casino Facility to the City for approval, with suchapproval not to be un reasonably withheld. The Showcase Casino Parcel Site Plan shall complywith all applicable tribal, federal, state land local laws, rules, regulations and ordinances. Allcosts and expenses of preparing the Showcase Casino Parcel Site Plan or any other relateddocumen ts or submissions, includin g but not limited to survey drawings, engin eering plans an dconsultants' costs shall be the responsibility of the Developer or Tribe, but in no event aresponsibility of the City or LEDC .3.2.9 Permanent Interior Access Area Plans. Prior to the expirationof the Corner Parcel Pre-Closing Period, the Tnbe shall prepare and submit to the City thePerman ent Interior Access Area Plan regarding the Permanen t Interior Access Area within theShowcase Casino Facility, including, but not limited to, plans regarding how the Lan sing Cen terwill be modified or "conn ected" to the Show case Casino Facility, to the City for approval, with

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such approval given und er the sole discretion of the City. All costs and e xpen ses of preparingthe Permanent Interior Access Area Plan or any other related documents or submissions,including but n ot limited to survey drawings, engin eering plans an d consultants' costs shall notbe the respon sibility of the City or LEDC .3.2.10 Showcase Casino Facility Business Plan. Prior to theexpiration of the Corner Parcel Pre-Closing Period, the Tribe will deliver to the City forapproval, with such approval not to be unreasonably withheld, the Showcase Casino FacilityBusiness Plan that shall include, but not be limited to, good faith revenue projections for theShowcase Ca sino Facility.3.2.11 Showcase Casin o Facility C onstruction Schedule.

(a) Prior to the expiration of the Corner Parcel Pre-ClosingPeriod, the Tribe will deliver a construction schedule for the Showcase Casino Facility to theCity.

(b). The construction schedule for the Showcase Casino Facilityshall not substantially deviate from the construction sch edule submitted to the City unless thedeviation is caused by or from the assertion of a Legal Claim, an d the Tribe shall, in good faith,seek to comply w ith the construction schedule submitted to the City an d impose all deadlines inthe con situctiuit schedule ou rill coiiliantuis involved in the uuliatiueitiun of the Showca se Casin oFacility.3.3 City and LED C's Obligations Durin g the Corner Parcel Pre-Closing Period. TheCity and LEDC will perform the following during the Corner P arcel Pre-Closing Period:

3.3.1 No later than ten (10) days after the Effective Date, City andLEDC will provide any additional due diligence information in their possession regarding theCorn er Parcel and the Showcase Casino Parcel not already provided to the Developer or Tribe.All due diligence provided by the City or the LEDC with respect to the Corner Parcel or theShowcase Casin o Parcel shall be made without representation or warranty of an y kind.

3.3.2 The City or LEDC will commission an independent thirdparty environmental consulting firm of their choosing to conduct Phase I and Phase IIassessments on the Corner Parcel, the Showcase Casino Parcel an d the Elevated Parking Ram pParcel. The City or LEDC will provide to the Developer an d Tribe the Phase I and IIassessmen ts on all three parcels no later than thirty (30) days prior to the expiration of the Corn erParcel Pre-Closing Period.3.3.3 The City will provide copies of all appraisals in possession ofthe City or LEDC relative to the Corner Parcel, the Showcase Casino Parcel, the ElevatedParking R amp Parcel an d the City Maintenan ce Garage Parcel n o later than thirty (30) days priorto the expiration of the Corn er Parcel Pre-C losing Period.3.3.4 Any additional due diligence the City or LEDC deemsnec essary and appropriate to move forward with any part of the Project.

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3.4 Covenants of the Developer During the Corner Parcel Pre-Closing Period.3.4.1 The Developer will, in good faith and timely manner, reviewand submit all necessary reports, documents, materials, plans and schematics required herein orrelative to the Project that require approval by the City or LED C.3.4.2 The Developer covenants and agrees to make all

commercially reasonable efforts to complete all of the described actions with respect to theProject during the Corner Parcel Pre-Closing Period on or before the applicable deadlines statedherein. The Developer further covenants and agrees to notify the City, LEDC and Tribe inwriting if and when the Developer reasonably believes any of the actions required under thisArticle 3 are unable to be completed or cann ot be completed by the deadline stated herein.3.4.3 Prior to the expiration of the Corner Parcel Closing Date,Developer shall complete all additional inspections deemed necessary by the Developer andTribe with respect to the Corner Parcel and the Showcase Casino Parcel. The Developer andTribe shall provide the City and LEDC written notice in the event the Developer and Tribedetermine, in their sole discretion, that it is n ot finan cially feasible for one or both properties tobe developed or used as provided in this Agreement. If the Developer and Tribe make such a

determination, this Agreement shall terminate upon the date written notice is given by theDeveloper and Tribe to the City and the Parties hereto shall have no further obligations topeened wldei this gieenieul, unless expiessly slated lieacin, ui with taped. to any ullwi uspe tof the Project.3.5 Covenan ts of the City and LED C.

3.5.1 The City and LEDC will, in good faith and timely manner,review all necessary reports, documen ts, materials, . plans an d schematics required herein orrelative to the Project that require approval by the City or LED C.

3.5.2 The City and LEDC covenant and agree to make allcommercially reasonable efforts to complete all of the described actions with respect to theProject during the Corner Parcel Pre-Closing Period on or before the applicable deadline forsame. The City and LEDC further covenant and agree to notify the Developer and Tribe inwriting if and when either the City or LEDC reasonably believes any of, the actions requiredunder this Article 3 are unable to be completed or cannot be completed by the deadline statedherein.3.6 Coven ants of the Tribe.

3.6.1 The Tribe will, in good faith and timely manner, review allnecessary reports, documents, materials, plans and schematics required herein or with respect tothe Project. For any n ecessary report, documen t, material, plan an d schematic prepared for, orsubmitted to, the City or LED C for approval under this Agreemen t or any subsequent agreementsrequired herein, the Tribe shall first review and approve the same before submission to the Cityor LEDC for approval.



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3.6.2 The Tribe covenants and agrees to make all commerciallyreason able efforts to complete all of the following ac tions with respect to the Project during theCorner Parcel Pre-Closing Period on or before the applicable deadline for same. The Tribefurther covenan ts and agrees to notify the City, LEDC an d Developer in writing if and when theTribe reasonably believes any of the actions required under this section are unable to becompleted or cann ot be completed by the deadline stated herein.

3.6.3 Based on the information available to the Parties as of theEffective Date, the parties anticipate that certain remedial activities will be necessary on theCorner Parcel and the Showcase Casino Parcel for purposes of using the properties ascontemplated in this Agreement. Regardless, the Tribe shall purchase both the Corner Parcel andthe Showcase Casino Parcel "AS IS" and "WHERE IS". The Tribe's obligations under thisSection shall be in accordance with, and subject to,- the. Tribe's limited waiver of sovereignimmun ity as provided for in Article 8.3.6.4 Prior to the expiration of the Corner Parcel Closing Date,

Tribe shall complete all additional inspections deemed necessary by the Developer and Tribewith respect to the Corner Parcel and the Showcase Casino Parcel. The Developer and Tribeshall provide the City an d LED C written n otice in the event the Developer and Tribe determine,in their sole discretion, that. it is not financially feasible for one or both properties to bedeveloped or used as provided in this Agreement. If the Developer and Tribe make such adetermination, this Agreement shall terminate upon the date written notice is given by theDeveloper and Tribe to the City and the Parties hereto shall have no further obligations toproceed under this Agreement, unless expressly stated herein, or with respect to any other aspectof the Project.

- 3.7 Corner Parcel Pre-Closing Period General Conditions. The following generalconditions will apply during the Corner Pa rcel Pre-Closing Period:3.7.1 Costs. The City shall not bear any costs or expenses, unlessspecifically stated herein, including but not limited to reasonable attorneys fees, incurred duringthe Corner P arcel Pre-Closing Period. Any obligations under this section shall be in addition tothe indemnification provided to the City and the LEDC under Article 9 and shall be theresponsibility of the Developer.3.7.2 Extension of Corner Parcel Pre-Closing Period. The Partiesmay, by written consent, agree to extend the Corner Parcel Pre-Closing Period. Any furtherextension beyond August 1, 2012 shall constitute an amendment subject to Section 11.9 below.

3.8 Closing Agreements. During the Corner Parcel Pre-Closing Period, the Partieswill endeavor to negotiate a mutually acceptable final Corner Parcel Closing Agreement andShowcase Casino Closing Agreem ent, between the Developer, Tribe, City and LED C, to includeany term , covenan t, condition or obligation n ot: specifically addressed herein, but required by anyParty to effectuate the transfer of title in the Corner Parcel or the Showcase Casino Parcel. Bothclosing agreements shall be executed in accordance with this Agreemen t and the failure to timelyfinalize both closing agreemen ts shall be a basis for termination of this Agreemen t. The Corner

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Parcel Closing A greemen t and the Showcase Casino Parcel Closing A greemen t are described inmore detail in Section 4.2 below.3.9 Termination Rights.

3.9.1 If the Parties have not reached an agreement relative to theCorner Parcel Closing Ag reemen t and Showcase Casino Parcel Closing Agreemen t on or beforethe expiration date of the Corner Parcel Pre-Closing Period, as the same may be extendedpursuan t to Section 3.7.2 above, or if any Pa rty has failed to satisfy an y obligation stated in thisArticle 3 relative to that Party's due diligence, investigations, covenants or warranties, thisAgreement shall automatically terminate, without the need for any additional action by theParties, with the exception of any provisions that expressly survive termination. Provided,however, before a Party may elect to terminate this Agreemen t, the Party electing to termin atethis Agreemen t shall provide written n otice to the other Parties of each alleged failure or instan ceof non -performan ce. Within five (5) days from receiving such notice, the Parties receiving thewritten notice shall indicate in writing whether or not the Party will undertake to resolve thealleged failure or non- performance. Upon an y termination during the Corner Parcel Pre-ClosingPeriod, the Parties shall have no further obligations under this Agreement and no liabilities,except that Developer shall be liable to the extent any liability has accrued under theindemn ification obligations set forth in this Agreement.

3.10 Satisfactory Completion of the Corner Parcel Pre-Closing Period. If prior to theexpiration of the Corn er Parcel Pre-Closing Period, the Parties have satisfied or waived all terms,con ditions an d obligations un der this Article 3, or have refrained from ex ercising their respectiveright to timely terminate this Agreemen t and are otherwise ready and able to close on the Corn erParcel, and be bound to close on the Showcase Casino Parcel and to construct the ShowcaseCasino Facility, the Parties may proceed to Phase II of the Project with respect to closing on theCorner Parcel, subject to the terms an d con ditions stated herein.PHASE II DEVELOPMENT

Article 4: CLOSING ON THE CO RNER PARCEL4.1 Purchase and Sale of the Corner Parcel. The LEDC agrees to sell and convey orcause to be conveyed to Tribe and Tribe agrees to purchase from the LED C, the Corner Parcelfor fair market value under the terms and con ditions stated herein and the C orner Parcel ClosingAgreement. Tribe shall pay to the LEDC the sum of (Two H undred Eighty Thousand D ollars

and 00/cents ($280,000.00) (the "Corner P arcel Purchase Price"), plus or m inus proration of an yapplicable taxes or special assessmen ts, as fair market value for the Corn er Parcel. The Tribeshall pay the Corner Parcel Purchase Price to the LEDC in full at the closing of the Corn er Parcelsubject to the terms and con ditions of the Corn er Parcel Closing Agreemen t. Form of paymentshall be cash via wire transfer. The transfer of the Corn er Parcel from the LED C to the Tribeshall be made by warranty deed.4.2 Purchase and Sale of the Showcase Casino Parcel. The City agrees to sell andconvey or cause to be conveyed to Tribe and Tribe agrees to purchase from the City, the

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Showcase Casino P arcel for fair market value under the terms and con ditions stated herein an dthe Showcase Casino P arcel Closing Agreemen t. Tribe shall pay to the City the sum of (Nin eHundred Sixty Thousand Dollars and 00/cents ($960,000.00) (the "Showcase Casino ParcelPurchase Price"), plus or m inus the proration or an y applicable taxes or special assessmen ts, asfair market value for the Showcase Casino ParceL The Tribe shall pay the Showcase CasinoParcel Purchase Price in full to the C ity at the closing of the Showcase C asino Parcel subject tothe terms and conditions stated in the Showcase Casino Parcel Closing Agreement. Form ofpayme nt shall be cash via wire tran sfer. The transfer of the Showcase C asino Parcel from theCity to the Tribe shall be made by warran ty deed.

4.3 Conditions Precedent to Closing on the Corner ParceL The Parties expresslyackn owledge and agree that each of the following con ditions in this Section 4 .3 be satisfied orwaived by the appropriate Party or Parties prior to the-Corner Parcel Closing Date:4.3.1 Corner Parcel Closing Agreement. An acceptance by all

Parties and execution of the Corner Parcel . Closing Agreement including the waiver orsatisfaction of all conditions, if any, set forth in the Corn er Parcel Closing Agreemen t and thisAgreem ent, where applicable, in advan ce of the Corner Parcel Closing Date.

4.3.2 Showcase Casino Parcel Closing Agreement. An acceptanceby all Parties and execution of the Showcase Casino Parcel Closing Agreement including thewaiver or satisfaction of all conditions, if any, set forth in the Show case Casino Parcel ClosingAgreement and this Agreement, where applicable, in advance of the Corner Parcel Closing Date.4.3,3 City of Lansing Resident Preference. Subject to federal andtribal law, and the Tribe's obligation to extend hiring preference to members of federallyrecognized Indian tribes, the Tribe and the City reaching an agreement with respect to the targetnum ber of operational jobs in the Perm ane nt C asino Facility to be first filled with residents of theCity.4.3.4 Construction of the Expansion Ramp. The Tribe approving aplan for the construction an d operation of the Expan sion Ramp.4.3.5 Construction of the Elevated Parking Ramp. The Tribeapproving a plan for the construction and operation of the Elevated Parking Ram p.4.3.6 Corner Parcel Site Plan. Approval by City of the CornerParcel Site Plan.4.3.7 Showcase Casino Project Site Plan. Approval by the City ofthe Showcase Casino Project Site Plan.4.3.8 Permanent Interior Access Area Plan. Approval by the City ofthe Permanent Interior Access Area Plan for the Showcase Casino Facility, specifically, the areaof the Lan sing Cen ter that may be modified or "open" to the Showcase Casino Facility and howthe two structures are joined or con nected together.



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4.3.9 Temporary Interior Leasable Space Plan. If necessary,approval by the City of the Temporary Interior Leasable Space Plan for the Tem porary CasinoFacility.

4.3.10 IGA. The City and Tribe executing one or moreIntergovernmen tal Agreements relative to: (i) Compen sation for essential services provided bythe City to the Temporary Casino Fa cility on the C orner P arcel, the Showcase Casin o Facility onthe Showcase Casino Parcel an d the Boutique Casino on the Corner Parcel if necessary; (ii) TheCity and Tribe reachin g a mutually agreeable written ag reemen t relative to the cross deputizationof each Party's law enforcement officers; and (iii) The City and the Tribe executing anacceptable revenue sharing agreement relative to revenue gen erated from gaming operations atthe Temporary Casino Facility on the Corner P arcel and the Showcase Casino Facility on theShowcase Casin o Parcel, and the Boutique Casino on the Corner Parcel if necessary.

4.3.11 Lease Agreement. If the Parties deem it necessary to utilizespace within the Lansing Center relative to non-gaming activities of the Temporary CasinoFacility, the City, Tribe and LEPFA executing an acceptable lease agreement relative to theTemporary Interior Leasable Space in the southeast corner of the Lansing Center foradmin istrative offices and fun ctions with regard to the Temporary C asino Facility. The City,LED C or LEP FA shall bear no cost or expense relative to any approved build-outs or changeswithin the Temporary Interior Leasable Space or any costs or expenses in returning theTemporary In terior Leasable Space to its original con dition, subject to the City's approval.

4.3.12 LEPFA Operating Agreement. The City and 'LEPFAamen ding the current Operating Agreemen t dated October 7, 1996, between the two en tities tothe extent nece ssary to be in compliance w ith this Agreement.4.3.13 Alcoholic Beverages. The City, LEPFA and Tribe executing

a mutually acceptable agreemen t governing the sale and con sumption of alcoholic beverages byeither the Tribe or LEPF A in the Lan sing Cen ter, the Showcase Casino Facility, the TemporaryCasino Fac ility and the Boutique Casino F acility if necessary.4.3.14 Corner Parcel Use Agreement. The City and LEDC reachingan acceptable agreement with the Tribe relative to the Corner Parcel that shall afford the City orLEDC the right of continued use of the Corner Parcel in a m ann er consistent w ith the Corner. .Parcel's current use as a parkin g lot; provided, however, that any use by the C ity or LEDC shallexpire once the Tribe begins construction of the Temporary Casino Facility and shall notunreasonably interfere with the Parties' intent to construct the Temporary Casino Facility orotherwise begin gaming operations on the Corner Parcel.4.3.15 Tribe's Acceptance of the Condition of the Corner Parcel and

the Showcase Casino Parcel. Except as otherwise expressly provided in this Agreement, theDeveloper an d Tribe, subject to the Tribe's written a pproval, taking title to the Corne r Parcel an dthe Showcase Parcel in an "AS IS," "WH ERE IS," and "W ITH AL L FAU LTS" basis withoutany covenants, representations or warranties of any kind with respect to the environmentalcondition of the properties. The City disclaims any representations or warranties with respect toeither of the following:

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(a ) Either parcel's condition or the condition of any building,structure or other improvement on , under, in or above the Corn er Parcel; and(b ) The suitability of either parcel for any purpose or use

contemp lated herein or for the Project.4.3.16 Relocated City Market Drive. Subject to the City and Tribe'sdiscretion, the Developer acquirin g a sufficient interest in the real property that will comprise theRelocated City Market Drive and providing sufficient evidence that the real property to beacquired by the D eveloper is suitable for the Relocated C ity Market D rive as a public right ofway own ed by the City.4.3.17 No Default. There being no Event of Default by the City,LED C, Developer or Tribe under this Agreemen t or any other agreemen t required herein.4.3.18 Deliverables to the Developer and Tribe. The following

documents being duly executed by authorized persons of the City or LEDC and delivered toDeveloper and Tribe:(a) A Certified copy of the resolution from the Lansing CityCouncil approving this Agreement; Certificate executed by the City, certifying to City'sknowledge of the absence of pending or threaten ed litigation relative to the Project; and(b). Such other documents, certificates, and instruments thatmay be reason ably requested by the Developer.

4.3.19 Deliverables to the City and LEDC. The followingdocuments shall be duly executed by authorized persons of the Tribe or Developer and deliveredto the City and LEDC :

(a ) A certified copy of the resolution of the Tribe's Board ofDirectors approving this Agreement and authorizing the Tribal Chairman to execute thisAgreement.(b) A certificate executed by the Developer and Tribe,certifying compliance by the D eveloper and Tribe with all applicable laws an d regulations.(c ) An executed affidavit of the Developer an d Tribe certifyingthat the representations an d warranties contain ed in this Agreemen t remain true in all materialrespects.(d ) A certification b y the Tribe and De veloper that there is nouncured default by either Party under this Agreemen t or the Corne r Parcel Closing A greemen t.(e ) The Developer's Certificate of Good Standing.(f ) A certificate of Developer with respect to its entity statusand a uthorization to affect the Closing.

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(g) Corner Parcel Title Policy in the required amount asdescribed in the Corner Parcel Closing Agreemen t4.3.20 Closin yments. Costs and Adjustments. In addition to theCorner P arcel Purchase Price,, the following costs, fees an d expen ses shall be apportioned on theclosing statement for the closing on the Corn er Parcel:

(a ) The Parties agree that (i) Tribe shall be solely responsiblefor the cost of the transfer tax due upon recording, if an y, of the Corner Parcel deed and the costof the own er's policy of title insurance; an d (ii) Tribe shall be responsible for all other closingcosts including without limitation an y title compan y charge for the closing on the Corner P arcel.(b ) Tribe shall pay to. the City all costs an d expen ses approvedby-tie Developer that non etheless remain un paid as of the date of closing on the Corner Parcel,subject to Section 3.7.2.

4.4 Additional Development C ovenan ts to be Addressed in the C orner Parcel ClosingAgreement. The Developer an d Tribe, as the case may be, agree to the following with respect tothe Corner Parcel Closing A greement, and coven ant an d agree to undertake the following actionsto develop the Temporary C asino Facility:4.4.1 Required Approvals. The Tribe shall diligently seek to obtainall necessary approvals, includin g but no t limited to the Un ited States, or its respective agenciesor departments at no cost to the City or LEDC .4.4.2 Temporary Casino Facility Construction. The followingterms an d conditions shall also apply to the construction of the Temporary Casino Fac ility and beincluded in the Corner Parcel Closing Agreem ent:

(a ) Construction Site Obligations. All staging and storage ofconstruction m aterials and equipmen t for the Temporary Casino Facility shall be conducted onand limited to the Corner Parcel unless expressly agreed to by the City in the Corner ParcelClosing Agreement or in a subsequent written agreement between the Parties. Tribe shall usereasonable efforts to construct the Temporary Casino Facility and conduct construction activitieswith minimal disruption to residents an d own ers of properties neighboring the Corner P arcel andto traffic patterns in and around the area. Tribe shall provide its own site security protectionduring con struction of the Temporary Casino Facility. Notwithstanding the foregoing, the Tribemay erect on the C orner Parcel a construction an dlor marketing trailer and sign age advertisingthe Project as agreed to and stated in the Corner Parcel Closing Agree men t.(b) Con struction an d Materials Standards. All improvements tobe con structed by the Tribe pursuant to this Agreement, or any other necessary or subsequentagreemen t, will be performed with good workn ianship and n ew quality materials in accordan cewith the approved Corner Parcel Site Plan and the Corner Parcel Closing Agreement.(c ) Safety Standards. During the period of any con struction bythe Tribe on any portion of the Project, the Tribe shall erect or cause to be erected a fence orother suitable construction barrier(s) in accordance with customary construction safety practices

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and all applicable regulatory requirements an d shall take all other safety measures reasonablydesigned to protect children an d pedestrians from such construction.(d) Further Assurances. The Developer and Tribe covenant and

agree to provide n otice to the City of the occurrence or n on- occurrence of an y event having amaterial adverse effect on the Tribe's ability to complete the Project, or any portion of theProject, includin g but not limited to the construction and operation of the Temporary CasinoFacility, in a timely fashion or to fulfill its obligations under this Ag reemen t.4.4.3 Commencement of Proceedings. The Developer or Tribeshall notify City in writing within ten (10) days after the Developer or Tribe receives any writtennotice of the commen cemen t or assertion of a legal claim.

. , 4.5 Post Closing Default. The occurrence of any Event of Default shall constitute adefault with respect to the Project under this Agreement, entitling the non -defaulting or n on-breaching Party or Parties to their respective remedies pursuant to this Agreemen t and all otherrights and remedies provided by law. Shou ld an Even t of Default occur by the Developer, theCity, LEDC and Tribe will. work cooperatively to fulfill any remainin g obligations unde r thisAgreemen t or any additional agreements contem plated herein to further advance or complete theProject. The following events shall be separately considered an Event of Default:

4.5.1 Showcase Casino Parcel Closing.. The Tribe tails to timelyclose on the Showcase Casino Parcel.4.5.2 Governmental Approvals. The Tribe fails to obtain anynecessary approvals required by law, including but not limited to an y n ecessary approvals fromthe United States to allow Indian gaming on either the Corner Parcel or the Showcase CasinoParcel.4.5.3 Construction of the Showcase Casino Facility. The Tribe failsto construct the Showcase Casino Facility in a timely mann er, subject to the contingen cies andexceptions listed below in Article 5.4.5.4 Payment Default. The Developer or Tribe fails to pay to theCity or LEDC when due, or within ten (1 0) days after written n otice of such failure to pay, anypayment obligations to the City or LEDC under this Agreement or any other agreementcontemplated herein.4.5.5 Performance Default. The Developer or Tribe fails to cure its

non-performance of any covenant, agreement, obligation, term or condition set forth in this.Agreement within thirty (30) days after written notice thereof from City to the Developer andTribe unless exten ded or waived by the City or LED C.4.5.6 Project Document Default by Tribe. Tribe is in default pastapplicable notice an d cure periods required in this Agreemen t.4.5.7 ProjectDocumen t Default by Developer. The Developer is indefault past applicable notice and cure periods required under this Agreemen t.

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4.5.8 Bankruptcy by Developer. If at any time prior to ProjectCompletion, Developer becomes insolvent, or shall make a transfer in fraud of creditors, or shallmake an assignment for the benefit of creditors, shall file a petition in bankruptcy, shallvoluntarily be adjudicated insolvent or bankrupt or shall admit in writing the inability to paydebts as they mature, shall petition or apply to an y tribunal for or shall consen t to or shall n otcontest the appointment of a receiver, trustee, custodian or similar officer for Developer or for asubstantial part of the assets of Developer, or shall commence any case, proceeding or otheraction under an y bank ruptcy, reorganization, arrangemen t, readjustment or debt, dissolution orliquidation law or statute of any jurisdiction , whether now or hereafter in effect, such an even tshall be deemed an E vent of Default as to the Developer only.

4.5.9 Dissolution of Developer. Any dissolution, termination, orpartial or complete liquidation of D eveloper prior to completion of the Project.4.5.10 Project Document Default by the City or LEDC. City orLEDC is in default past applicable n otice and cure periods under an y material document related

to the Project or contemplated herein un less extended or waived by the Developer or Tribe.4.6 Post-Closing Period Remedies Against the City or LEDC. The remedy availableto all Parties against the City or LEDC , for an Even t of Default occurring after closing o n theCorner Parcel under this Agreement or any other subsequent agreement required herein, islimited to the rem edy of specific performance.4.7 Post-Closing Period Remedies Against the Tribe or Developer. The remedyavailable to all Parties again st the Developer or Tribe, an d subject to the Tribe's limited waiverof sovereign immun ity as stated in A rticle 8, for an Event of Default occurring after closing onthe Corner Parcel under this Agreement or any other subsequent agreement required herein, is (i)actual damages for claims arising solely based on the terms an d con dition s of this Agreement,

excluding all consequen tial or speculative damages and/or (ii) specific performance.4.8 Additional Remedies Available to the City. In addition, and notwithstandingSections 4.6 an d 4.7 above, the failure of the Tribe to comm en ce or otherwise con tinue Indiangaming activities as contemplated herein with respect to the Temporary Casino Facility, theShowcase C asino Facility or the Boutique C asino Facility if applicable, the City, upon writtennotice to the Tribe, shall have the right to the following remedies with respect to the CornerParcel and the Showcase Casino Parcel:

(a ) Remedy Prior to Closing on the Corner Parcel. Terminatethe Tribe's right to acquire title' in the Corner Parcel and/or the Showcase Casino Parcel;provided, however, that such termination occurs before the .Tribe takes title to the ShowcaseCasino Parcel.

(b ) Remedies After Closing on the Corner Parcel. Once theCity transfers title to the Corn er Parcel, the following n on- exclusive remedies are available to theCity and LEDC:

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(i) If the Corner Parcel has not been accepted into trustby the United States within five (5) years of the Tribe beginning the application process, theTribe shall take all reason able steps to re-con vey the Corn er Parcel to the City or LED C, as willbe designated by the City, for the Corner Parcel. Purchase Price as stated in Section 4.1 asconsideration for title to the Corner Parcel, which shall be the same quality of title the Tribereceived from the LEDC and the Tribe's right to purchase the Showcase Casino . Parcel shallterminate;

(ii) If the Corner Parcel has been accepted into trust bythe by the United States, but a final adverse determination of a legal claim prohibits gamingactivities as contemplated herein, the Tribe will undertake and pursue all reasonable effortswithin its control to re-convey the Corner Parcel to the City or LEDC for the Corner ParcelPurchase Price as stated in Section 4 .1. How ever, if-the Corn er Parcel has been accepted intotrust . by the Un ited States, but a final adverse determination of a legal claim prohibits gamin gactivities as contemplated herein, and the Tribe is unable to re-con vey the Corn er Parcel to theCity or LEDC within 365 days from the Tribe initiating efforts to return the property, the Tribeand City shall enter into a long term lease-back for a term of twenty-five (25) years with anoption to renew for another twenty- five (25) years subject to 25 CFR 1 62 as it exist or may beamended. The long term lease shall include the City's right to take possession of any and allstructures erected on the Corner Parcel or Showcase Casino Parcel and require an annualnominal lease payment not to exceed $1 ann ually

(iii) If the Showcase Casino Parcel is acquired by theTribe but has not been accepted into trust by the United States within five (5) years of the Tribebeginning the application process, the City may elect to repurchase the Showcase Casino Parcelfor the Showcase Casino Parcel Purchase Price as stated in Section 4.2 as consideration for titleto the Showcase C asino Parcel, which shall be the same quality of title the Tribe received fromthe City;(iv) If the Showcase Casino Parcel has been acceptedinto Mandatory Trust by the Bureau of Indian Affairs, but a final adverse determination of alegal claim prohibits gaming activities as contemplated herein, the Tribe will undertake andpursue all reasona ble efforts within its control to re-con vey the Showcase C asino Parcel to theCity. However, if the Showcase Casino Parcel has been accepted into trust by the United States,but a final adverse determina tion of a legal claim prohibits gamin g activities as contem platedherein, and the Tribe is unable to re-con vey the Showcase Casino Parcel to the City within 3 65days from the Tribe initiating efforts to return the property, the Tribe and City shall enter in to along term lease-back for a term of twenty- five (25) years, with an option to renew for an othertwenty-five (25) years, subject to 25 CFR 162 as it exist or may be amended. The long term

lease shall include the City's right to take possession of any and all structures erected on theShowcase Casino Parcel and require an an nual nominal lease payment not to exceed $1 an nually.

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PHASE III DEVELO PMENTArticle 5: SHOWCASE CASINO D EVELO PMENT

5.1 Development of the Showcase Casino ParceL The Parties agree that Tribe'sclosing on the Corner Parcel shall bind the Parties to proceed with all other components andobligations of the Project. As such, once closing occurs on the Corner Parcel, Developer andTribe shall be obligated and boun d to perform the following:5.1.1 Closing on the Showcase Casino Parcel. Once Tribe closeson the ac quisition of the C orner Parcel, Tribe shall also be required to close on the purchase ofthe Showcase Casino Parcel at a later date pursuant to the Showcase Casino Parcel ClosingAgreement. Tribe shall be required to close on the acquisition of the Showcase Casino Parcel onor before January 1, 2014, subject to the assertion of a Legal Claim, but regardless of theassertion of a legal claim, the Tribe shall be required to close on the Show case Casino P arcel onor before January 1, 2017, unless exten ded by written ag reemen t of the Parties.5.1.2 Construction of the Showcase Casino Facility. Tribe shall berequired to commen ce construction of the Showcase Casino Facility within T wo Hun dred (200)clays of the Showcase Casino Parcel being accepted into trust by the United States governmen t,subject to the terms, conditions and specifications stated herein and in the Showcase CasinoParcel Closing Agreement, unless extended because of the assertion of a Legal Claim. OnceTribe commen ces construction of the Show case Casino Facility, the Tribe shall be required tocomplete construction in accordance with the Showcase Casino Parcel Site Plan. Prior toCommen cement of Con struction of the Permanen t Casino Facility, the Showcase Casino ParcelClosing A greemen t shall require Tribe, and Tribe agrees, to require the general con tractor toprocure an adequate construction or com pletion bond, subject to the City's approval, with suchapproval not to be un reasonably withheld, for the total estimated con struction costs pursuant tothe approved Showcase Casino Parcel Site Plan.5.1.3 The City's Contingencies to Closing on the Showcase CasinoParcel. The City's obligation to close on the Tribe's acquisition of the Show case Casin o Parcel iscontinge nt on satisfaction of the following:

(a ) The Tribe successfully transferring the Corner Parcel intotrust and establishing its right to conduct gamin g activities on both properties.(b) The City's approval or waiver of all contingencies, termsand con ditions in the Showcase Casino Parcel Closing Agreemen t,(c ) Easement Agreement. The City reaching an acceptableeasement agreement relative to the ingress and egress to the Lansing Center from and to theRelocated City Market Drive relative to the area of Relocated City M arket Drive that traversesunder the m ost western portion of the Showcase Casin o Facility.(d ) Showcase Casino Parcel and City Market Drive UseAgreement. The City an d LED C reaching an acceptable agreement with the Tribe relative to the



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Showcase Casino Parcel and the City Market Drive that shall afford the City or LEDC the rightof continued use of the Showcase Casino Parcel and the City Market Drive in a mannerconsistent with the Showcase Casino Parcel and City Market Drive's current use as a parking lotand ingress and egress, respectively. However, any use by the City or LED C shall ,expire on cethe Tribe begins construction of the Showcase Casino Facility and shall not unreasonablyinterfere with the Parties' inten t to. construct the Show case Casino Facility or otherwise begingaming operations on the Showcase Casino Parcel.

5.2 Additional Covenan ts Relative to the Showcase Casin o Parcel.5.2.1 Relocated City Market Drive. The Parties agree, based onthe initial survey of the Showcase Casino Parcel and the preliminary plans for the ShowcaseCasin o Facility provided to the City, that a portion of. the real property currently kn own as CityMarke t Drive will be transferred to the Tribe as part of the Showcase C asino Pa rcel under theShowcase Casino Parcel Closing Agreem ent. Furthermore, the Parties agree that D eveloper shallacquire a portion of the real property north of the current City M arket Drive prior to the Tribe

taking title to the Showcase Casino Parcel an d transfer the n ewly acquired property to the Cityfor use as Relocated City Market Drive. Although the Parties agree that this portion of theproject will be addressed in more detail in the Show case Casino Parcel Closing A greemen t, theParties agree that Developer shall incur all costs and expenses relative to the current City MarketDrive being moved north to create the new Relocated City Market Drive and that onceDeveloper has completed all necessary improvements for the n ew Relocated City Market Drive,Developer shall deliver marketable title to the City for real and valuable consideration givenherein.Article 6: ELEVATED PARK ING RAMP DEVELO PMENT

6.1 Construction of the Elevated Parking Ramp. Given the scope of the overallProject, the Parties recognize the n eed for additional parkin g in close proximity to the Lan singCenter. To adequately address this need, the Parties inten d to con struct the Elevated ParkingRamp on the Elevated Parkin g Ramp P arcel, which is currently own ed by the City.

6.2 Timing of Construction. Construction of the Elevated Parking Ramp shall beginat or about the time necessary for the Elevated Parking Ramp to be completed at approximatelythe same time con struction o f the Showcase Casin o Facility is completed. The Party or Partiescharged with constructing the Elevated Parking Ramp shall make every reasonable effort toensure con struction is completed within this time frame.6.3 City's Election to Construct. The City currently holds title to the Elevated

Parking Ramp Parcel. As of the Effective Date, the Parties contemplate that the City willconstruct and m anage the Elevated Parking Ram p. However, the Parties recognize that severalyears may pass between the Effective Date and . the date of Comm encemen t of Construction ofthe Elevated Parking R amp an d that the City may elect to construct, operate or manage theElevated Parking Ram p, subject to the following:6.3.1 Within sixty (60) days after Commen cemen t of Constructionof the Showcase Casino Facility, the City shall notify the Developer and Tribe in writing whether

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it elects to construct the Elevated Parking Ramp. Con struction o f the Showcase Casino Parcelshall be deemed to have commenced when footings are poured or any form of structuralimprovements are installed on the property that are necessary for the construction of theShowcase Casino Facility.

6.3.2 If the City elects to construct the Elevated Parking Ramp, theCity will be required to complete con struction of the Elevated Parking R amp within sixty (60)days from the date Developer and Tribe open the Showcase Casin o Facility.6.3.3 If the City decides to abstain from constructing the Elevated

Parking Ramp, for whatever reason, the Developer or Tribe may enter into a public/privatepartnership venture with the City or its authorized designee, to construct the Elevated Parkin gRamp , and if a partn ership is unable to be formed or otherw ise agreed to, the City shall have theright. to require that Developer or Tribe purchase the Elevated Parking Ramp Parcel andconstruct the Elevated Parking R amp, subject to the terms an d con ditions agreed to by the Cityand D eveloper or Tribe in the Showcase C asino Parcel Closing Agreeme nt with respect to theElevated Parking Ramp. Complete structural, architectural and operational drawings andrenderings shall be submitted by the Developer or Tribe to the City for approval prior to theDeveloper or Tribe acquiring title to the Elevated Parking Ramp P arcel. The City will obtain afair market value appraisal of the Elevated Parkin g Ram p Parcel prior to the expiration of theCorn er Parcel Closing P eriod and will provide the appraisal to the Developer or Tribe. The fairmarket value app raisal shall set the fair market purchase price of the Elevated Parking Ra mpParcel.

6.4 Access. Depending on the ownership and construction entity of the ElevatedParking Ram p or the Elevated Parking Ram p Parcel, the City may enter into a lease agreemen twith the Developer relative to certain areas of the Elevated Parkin g Ram p; provided, however,that such an arrangement will not violate any federal, state or local laws, regulations orordinances, and that such an arrangement will not otherwise violate or trigger any financingobligation by the City relative to any bonds concern ing the Lan sing Cen ter, the Elevated ParkingRamp or the Loading Dock Parcel.Article 7: CITY MAINTENANCE GARAGE PRO PERTY

7.1 City Maintenance Garage Parcel. A portion of the City Maintenance GarageParcel, as depicted on the attached Exhibit B, will be needed to con struct a public right of waybetween Cedar Street and L arch Street to accommodate the increased traffic flow in the area. Assuch, the Developer and C ity agree to the following:7.1.1 Subjectto the Developer receiving approval of a Brown fieldPlan, as defined by PA 381 of 1996, as amended, from the City and the Lansing BrownfieldRedevelopm en t Authority, the Developer agrees to purchase an d the City agrees to sell, the CityMainten ance G arage Parcel for fair market value, which shall be determined by an in dependen tthird party real estate appraiser prior to the expiration of the Corn er Parcel Closing D ate.7.1.2 The City shall sell the City Mainten ance Garage Parcel to theDeveloper on an "AS IS" and "WHERE IS" basis and shall not be responsible for any



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environm ental remediation needed or required at the City Maintenan ce Garage Parcel. Closingon the City Mainten ance Garage Parcel shall occur on or before the closing on the ShowcaseCasino Parcel, but in n o event sooner than O ne H undred Eighty (180) days before closing on theShowcase Casino Parcel.

7.1,3 Although the City will approve the sale of a portion of theCity Maintenan ce Garage Parcel upon approving this Agreement, the sale of the property to theDeveloper will not occur until construction of the Showcase Casin o Facility begins.7.1.4 The Developer and City further agree that the Developer shallbe responsible for all demolition costs and expenses incurred or associated with the demolition orremoval of any structures on or in the City Mainten ance Garage Parcel and that the DevelopershA11 follow all applicable laws, regulations and ordinances at the federal, state and local levelrelative to conducting any demolition work on the parcel. City agrees that it will take reasonablegood faith steps to support the Developer, who m ay pursue available gran t opportunities relativeto the development of the City Maintenan ce Garage Parcel.7.1.5 The Developer and City also agree that the Developer will

construct a three-lane public right of way on the southern portion of the City MaintenanceGarage Parcel as approximately shown on Exhibit G, subject to the necessary approvals andpermits from the State of Michigan . It is further expressly agreed that the City shall have thereasonable discretion relative to the size, type and specifications of the roadway on the CityGarage Parcel.7.1.6 At closing, the Developer and City shall execute a closingagreement governing the conveyance of the parcel to from the C ity to the Developer, which shallinclude, among other things, the purchase price of the parcel, demolition plans and schedules forthe removal of any structures on

comprehensive development agreement kewadin project

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