SANDS RESORT HOTEL & CASINO AGREEMENT
THIS AGREEMENT is made and entered into on this 18th day of February,
1997, by and between the COUNTY OF XXXXX, a political subdivision of the State
of Nevada (hereinafter referenced the "COUNTY") and LAS VEGAS SANDS, INC., a
Nevada corporation (hereinafter referenced the "DEVELOPER").
The initial addresses of the Parties, which one Party may change by giving
notice to the respective other Parties, are as follows:
COUNTY DEVELOPER
X. X. Xxxxxxx, Director Xxxxxxx X. Xxxxxxx, President
Department of Public Works Las Vegas Sands, Inc.
for Xxxxx County, Nevada 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx Xxx Xxxxx, Xxxxxx 00000
Xxx Xxxxx, Xxxxxx 00000-0000
(000) 000-0000 (000) 000-0000
FAX (000) 000-0000 FAX (000) 000-0000
W I T N E S S E T H:
WHEREAS, the DEVELOPER has obtained from the COUNTY a Use Permit (UC
1769-96) to construct a new resort to be located on the east side of Las Vegas
Boulevard South and south side of Sands Avenue within Section 16 of Township 21
South and Range 61 East, Mount Diablo Meridian, Xxxxx County, Nevada and more
fully described in Exhibit "A" attached hereto and by this reference made a part
hereof (hereinafter referenced the "DEVELOPMENT"); and,
WHEREAS, the proposed DEVELOPMENT is projected to cause increased
pedestrian and vehicular traffic as well as possible surplus storm water runoff
that may exceed the capacity of existing facilities located in or adjacent to
Las Vegas Boulevard South, Sands Avenue and/or Xxxxx Xxxx; and,
WHEREAS, the DEVELOPER proposes to proceed with its development plans for
the DEVELOPMENT before its Traffic Impact Evaluation Study has been accepted by
the COUNTY, as required by the Xxxxx County Code, but not before the DEVELOPER
has received acceptance of its Drainage Impact Evaluation Study from the COUNTY;
and,
WHEREAS, the DEVELOPER desires that the COUNTY issue a Grading Permit
immediately after acceptance of said Drainage Impact Evaluation Study for the
DEVELOPMENT, the posting of its off-site improvement performance bond and the
acceptance of this AGREEMENT by the COUNTY; and,
WHEREAS, the DEVELOPER also desires to have the COUNTY issue building
permits for a parking garage and a separate central heating, cooling, and
electrical distribution plant facility within the
Page 1
DEVELOPMENT (hereinafter referenced the "Building Permits") (said structures are
hereinafter referenced the "Parking Garage and Central Plant") as identified on
the site plan shown in Exhibit "B", attached hereto and by this reference made a
part hereof, prior to the COUNTY's acceptance of the Traffic Impact Evaluation
Study for the DEVELOPMENT; and,
WHEREAS, the COUNTY does not object to the DEVELOPER's proposal provided
DEVELOPER complies with the terms of this AGREEMENT; and,
NOW, THEREFORE, in acknowledgment that the foregoing is reasonably
necessary, and for and in consideration of the premises and mutual covenants
herein contained, the Parties hereto agree as follows:
ARTICLE I - DEFINITIONS
1.1 "BETTERMENTS" means additions, improvements, or changes to a public
improvement project requested by the DEVELOPER and permitted by the COUNTY
after the functional design of the public improvement has been completed
and accepted by the COUNTY. All BETTERMENTS located on private property
may be made by the owner of that property in its sole discretion. Any
BETTERMENT proposed on public property may be made only after the COUNTY's
approval of the BETTERMENT and after encroachment permit issuance by the
public agency having maintenance authority for the public's right-of-way.
The BETTERMENTS, whether located on public or private property, must not
conflict with the plans, specifications, operations, or maintenance
requirements of the IMPROVEMENTS located adjacent to the DEVELOPMENT.
1.2 "IMPROVEMENTS" means the following:
a) Separate or combined pedestrian and vehicular off-site improvements
for Las Vegas Boulevard South, Sands Avenue and Xxxxx Xxxx in a
manner acceptable to the COUNTY; and,
b) Traffic signal construction and/or its modification at the
intersection of Las Vegas Boulevard South with the existing/proposed
entrance(s) to the DEVELOPMENT in accordance with the COUNTY
approved Traffic Impact Evaluation Study for the DEVELOPMENT; and,
c) Construction of a new traffic signal at the intersection(s) of Sands
Avenue with the proposed entrance(s) to the DEVELOPMENT at the time
of construction of the Sands Avenue IMPROVEMENTS for the
DEVELOPMENT.
d) Construction of a new traffic signal together with and median island
modifications at the intersection of Xxxxx Xxxx with the existing
limited access entrance and exit driveway located at the
southeasterly corner of the DEVELOPMENT, if DEVELOPER proposes an
unlimited entrance and exit driveway access to and from Xxxxx Xxxx
at this location; however, any such unlimited access driveway must
be approved by the COUNTY and
Page 2
must be a single shared driveway with DEVELOPER's neighbor abutting
the southerly property line of the DEVELOPMENT together with said
neighbor's written concurrence, or a separate COUNTY approved
equivalent single unlimited access driveway, in accordance with the
COUNTY approved Traffic Impact Evaluation Study for the DEVELOPMENT
and Nevada Revised Statute ("NRS") 244.155 and NRS 484.781. If said
access driveway cannot be reconfigured and reconstructed as a
single driveway pursuant to the conditions stated above, DEVELOPER
agrees that said driveway access to Xxxxx Xxxx will remain a limited
access driveway as it exists on the date of this Agreement and until
otherwise separately approved by the COUNTY and in accordance with
NRS 244.155 and 484.781; and,
e) Modification of median islands, sidewalks, and landscaping on Las
Vegas Boulevard South necessary to accommodate the DEVELOPMENT's
proposed entrance and exit needs on Las Vegas Boulevard South in a
manner acceptable to the Nevada Department of Transportation, in
accordance with the COUNTY's "Las Vegas Boulevard South
Beautification Mitigation Policy", and in a manner acceptable to the
COUNTY; and,
f) Reconstruction of street lighting system along Las Vegas Boulevard
South and Sands Avenue to the extent of the DEVELOPMENT's frontages
that will meet or exceed the current COUNTY standards, or an
equivalent street lighting standard acceptable to the COUNTY; and,
g) Bus turnout facilities to be located on Las Vegas Boulevard South
and Sands Avenue in accordance with the COUNTY approved Traffic
Impact Evaluation Study and Standard Drawing Number 234.1 of the
Uniform Standard Drawings for the Xxxxx County Area adopted by the
Xxxxx County Regional Transportation Commission, in effect on the
date of said bus turnout construction, and in a manner acceptable to
the Citizens Area Transit (CAT), a division of the Xxxxx County
Regional Transportation Commission; and,
h) Utility installations, adjustments and relocations; drainage
conduits, culverts and pipes; structures; mechanical and electrical
equipment; street and walkway lighting; traffic control equipment;
signage; aesthetic improvements; and such other features customarily
provided with transportation and drainage facilities and made a part
of the detailed plans and specifications as provided in Section 2.4
herein when such plans and specifications are accepted by the
COUNTY; and,
l) Construction (in phases proportionate to the stage of completion of
the DEVELOPMENT as determined by the COUNTY) of all other
DEVELOPMENT related off-site public improvements along the
DEVELOPMENT's frontages on Las Vegas Boulevard South, Xxxxx Avenue
and Sands Avenue, and those other improvements identified as a
product of the COUNTY accepted Traffic Impact Evaluation Study and
by the COUNTY accepted Drainage Impact Evaluation Study both of
which are as described in Section 2.3 herein, and those improvements
depicted in the accepted off-site improvement design plans and
specifications as described in Section 2.4 herein.
Page 3
1.3 "IMPROVEMENT COST" means all costs including, but not limited to, the
design, the construction, and the management/administration of the
construction contract for necessary transportation and drainage facilities
described in Sections 1.2, 2.3, and 2.5 herein, including public facility
and utility adjustments and/or relocations, labor, materials, equipment
costs required to complete construction of the IMPROVEMENTS, such other
items reasonably associated with the construction of the similar
IMPROVEMENTS, and such other public facilities described herein.
1.4 "IMPROVEMENT Operations and Maintenance Costs" means all costs for
operation and maintenance of the IMPROVEMENTS and BETTERMENTS as set out
in Sections 2.7 and 3.3 herein and such other operations and maintenance
actions to assure a good and serviceable public facility.
1.5 "Pedestrian Grade Separated Street Crossing System" means a pedestrian
walkway structure(s) crossing over that portion of the roadway that
caries vehicular traffic including, but not limited to, the bridging
structures having a minimum pedestrian walkway width of sixteen (16) feet;
public easements or right-of-way for pedestrian passage through the
DEVELOPMENT and the other private properties locate at the remaining
corners of the street intersection, permanent structures; temporary
construction easements; a security observation area or an acceptable
alternate security plan for the public's protection; an elevator, stairway
and two (2) escalators at the end of each leg of each crossing structure;
handrails, slip-resistant walking surfaces, and other details needed to
meet the Americans With Disabilities Act (ADA); lighting as required to
illuminate all public walking surfaces; pedestrian safety barriers located
behind the street curbing, except at existing driveways, and along the
roadway median; and all necessary destination and/or guide signs.
1.6 "Performance Bond" means a bond made payable to the COUNTY, as set out in
Section 2.8 herein to assure acceptable construction of the IMPROVEMENTS,
posted on forms acceptable to the COUNTY District Attorney's office and
the COUNTY Engineer, and executed by a surety or guaranty company with
offices lawfully located and actually doing business within the COUNTY and
qualified to do business in the state of Nevada, in accordance with the
provisions of Subsection 28.20.080 of the COUNTY Code.
ARTICLE II - DEVELOPER AGREES
2.1 In General
The DEVELOPER agrees to acquire title for all property rights within the
DEVELOPMENT. The DEVELOPER acknowledges and agrees to provide those
property rights in the possession of the DEVELOPER, at no cost to the
COUNTY or the State of Nevada, that are required to construct (i) the
IMPROVEMENTS, (ii) a pedestrian grade separated street crossing system
located at the intersection of Las Vegas Boulevard South with Sands Avenue
(the same being known as Spring Mountain Road west of Las Vegas Boulevard
South), (iii) a possible future public people mover system at a reasonable
location selected by the DEVELOPER and acceptable to the COUNTY,
Page 4
if and when the COUNTY approves a Master Plan identifying rights-of-way
for such people mover system and in accordance therewith, (iv) all private
storm drainage easement(s) located within the boundary lines of the
DEVELOPMENT, if required by the Drainage Impact Evaluation Study or
Drainage Impact Mitigation Plan), and (v) all other public rights-of-way
needed for systems, vehicles, pedestrians, utilities, drainage, and/or
mitigation measures associated with the DEVELOPMENT including, but not
limited to, access easements, construction easements, maintenance
easements, drainage easements, sewer easements (excepting any additional
sanitary sewer easements serving adjacent private properties), water line
easements, and traffic control easements as identified by the Traffic
Impact Evaluation Study and/or the Drainage Impact Evaluation Study or
their associated impact mitigation plans as provided for in Section 2.3
herein.
The size of all pedestrian walkway rights-of-way will be at least as wide
as the walkway dimensions identified as a product of the accepted Traffic
Impact Evaluation Study and sufficiently wide enough to provide a walkway
level-of-service (LOS) value of "C" (as determined in Chapter 13 of the
Highway Capacity Manual Special Report No. 209, Transportation Research
Board, latest edition), for the DEVELOPMENT. A minimum of ten (10) feet
of effective width is required along the DEVELOPMENT's Las Vegas Boulevard
and Sands Avenue frontage. Pedestrian walkway safety needs including, but
not limited to, a possible pedestrian safety/containment system along all
of or part of the DEVELOPMENT's frontages shall be addressed in the
Traffic Impact Evaluation Study in a manner acceptable to the COUNTY.
The actual location and final dimension for the remainder of said
rights-of-way will be more specifically identified in the construction
documents. The DEVELOPMENT will allow for such other improvements
identified on current Master Plans adopted by the COUNTY's Board of County
Commissioners, and such other current Master Plans and future Master Plans
(that do not conflict with the DEVELOPMENT's improvements) adopted by the
COUNTY's Board of County Commissioners in their capacity as the Board of
Directors or Trustees of other entities such as for the Xxxxx County
Sanitation District and the Las Vegas Valley Water District, and the
on-site and off-site design Plans and Specifications for the IMPROVEMENT
construction that are accepted by the COUNTY.
2.2 DEVELOPER's Property Conveyance
The DEVELOPER agrees to convey all proposed public property rights owned
by the DEVELOPER to the COUNTY or the State of Nevada Department of
Transportation, at no cost or expense, free and clear of all liens,
covenants, restrictions and encumbrances, as required for the
construction, maintenance or use of the IMPROVEMENTS within the
DEVELOPMENT at least fifteen (15) days prior to the date DEVELOPER desires
COUNTY issuance of temporary or permanent occupancy certificates for any
new structure in the DEVELOPMENT (other than for the Parking Garage and
the Central Plant), or within thirty (30) days after the receipt of
written notice from the COUNTY indicating that the COUNTY will begin
advertising for bids to construct any of the public improvements
identified in this Agreement and/or as identified as a product of the
accepted Traffic Impact Evaluation Study or the accepted Drainage Impact
Evaluation Study, that are located within the DEVELOPMENT or on property
owned by the DEVELOPER abutting
Page 5
the DEVELOPMENT, whichever date occurs first. Any conveyance of land by
the DEVELOPER to the COUNTY or to the State of Nevada, for public use of
sidewalks, walkways, or other forms of pedestrian passage through the
DEVELOPMENT, will be for facilitating the perpetual flow of pedestrian
traffic, utility easements, public facility easements, and for maintenance
purposes of said sidewalks, walkways, and pedestrian passage ways, without
restrictions. The language and form of all property transfer instruments
or documents will be in accordance with state and federal law before said
transfer instrument or document is recorded in the office of the County
Recorder.
2.3 DEVELOPER's Impact Evaluation Studies and Mitigation Plans
The DEVELOPER agrees to have a Nevada Registered Professional Civil
Engineer prepare and submit to the COUNTY:
(a) A Traffic Impact Evaluation Study together with a Traffic Impact
Mitigation Plan contained therein, prepared in a manner acceptable
to the COUNTY and the Nevada Department of Transportation, which
will identify the traffic capacity mitigation measures needed and to
be provided by the DEVELOPER with respect to the DEVELOPMENT, at no
cost to the COUNTY, as an offset for the projected vehicular and
pedestrian traffic increases caused by the DEVELOPMENT, plus said
plan will identify area wide traffic mitigation measures also being
provided by the DEVELOPER to offset the projected traffic volume
increases on public streets not adjacent to or abutting the
DEVELOPMENT and caused by the DEVELOPMENT. The Traffic Impact
Evaluation Study will also identify the air quality impacts
resulting from vehicular traffic generated by the DEVELOPMENT and
pedestrian safety needs as they relate to public walkways. The
DEVELOPER also agrees to comply with said Traffic Impact Evaluation
Study, said Traffic Impact Mitigation Plan, and all other traffic
related conditions set forth in this AGREEMENT prior to the
County's issuance of a temporary or permanent certificate of
occupancy for the DEVELOPMENT (other than for the Parking Garage and
Central Plant).
(b) A Drainage Impact Evaluation Study, together with a Drainage Impact
Mitigation Plan contained therein, may be submitted in phases, which
must be prepared in a manner acceptable to the COUNTY and the Xxxxx
County Regional Flood Control District, and that will identify the
drainage mitigation measures needed and proposed to be provided by
the DEVELOPER with respect to the DEVELOPMENT, at no cost to the
COUNTY, as an offset for the projected drainage discharge increases
caused by the DEVELOPMENT, plus said Drainage Impact Mitigation Plan
will identify the on-site and the off-site drainage diversions
provided by the DEVELOPMENT and any needed drainage impact
mitigation measures to be provided by the DEVELOPER, and finally the
Drainage Impact Mitigation Plan will identify the needed changes to
all drainage facilities impacted by the DEVELOPMENT, in accordance
with the accepted Drainage Impact Evaluation Study, after completion
of the DEVELOPMENT and necessary to provide upstream and downstream
property protection from the adverse effects of a one hundred (100)
year storm event that has a one (1%) percent probability of
occurring each year. The DEVELOPER also agrees to comply with said
Drainage Impact Evaluation Study, said Drainage Impact Mitigation
Plan, and all other
Page 6
drainage conditions set forth in this AGREEMENT prior to the
COUNTY's issuance of temporary or permanent certificate of occupancy
for the DEVELOPMENT (other than for the Parking Garage and Central
Plant).
2.4 DEVELOPER's Design Responsibilities
The DEVELOPER agrees to prepare the design and construction contract
documents for the IMPROVEMENTS and other features of the DEVELOPMENT, at
no cost to the COUNTY, and in a manner acceptable to the COUNTY as
follows:
(a) The DEVELOPER agrees to retain professional engineering services
from a Nevada registered professional engineer for the preparation
of a Drainage Impact Evaluation Study and a Traffic Impact
Evaluation Study for the DEVELOPMENT acceptable to the COUNTY. Also
the DEVELOPER assures the COUNTY that said consultant will submit
said Drainage Impact Evaluation Study at least ten (10) days before
the DEVELOPER anticipates the need for a grading permit for the
DEVELOPMENT, and the DEVELOPER will not obtain said grading permit
prior to the acceptance of said Drainage Impact Evaluation Study by
the COUNTY. The Traffic Impact Evaluation Study will be submitted by
the DEVELOPER and will be accepted by the COUNTY prior to the
preparation of construction documents for any of the off-site
improvements identified in Section 1.2 and Subsections 2.3(a) and
2.3(b) herein.
(b) The DEVELOPER agrees to retain professional engineering design
services from a Nevada professional engineer for the preparation of
construction contract documents, including the final plans and
specifications for the IMPROVEMENTS acceptable to the COUNTY and the
DEVELOPER assures that said consultant will complete said plans and
specifications and receive COUNTY acceptance of said construction
documents at least three (3) months prior to the date DEVELOPER
desires occupancy of any structure in the DEVELOPMENT (other than
for the Parking Garage and Central Plant).
(c) The design of the IMPROVEMENTS will employ such design standards and
criteria as adopted by the COUNTY. However, the Parties mutually
agree:
(1) That aesthetic design standards shall be established by the
DEVELOPER in accordance with the requirements of the COUNTY
Code and/or the Xxxxx County Planning Commission; and,
(2) The functional design standards shall be established through
mutual consent of the Parties hereto; and,
(3) That life and safety standards for the IMPROVEMENTS shall meet
or exceed the COUNTY's Street Improvement Standards, the
Nevada Department of Transportation's Transportation
Improvement Standards and the COUNTY's Building Code
requirements.
Page 7
(d) The DEVELOPER agrees to keep a certain flexibility in the design
and construction of the DEVELOPMENT to accommodate right-of-way
needed for a possible future public people mover system. The
DEVELOPER's obligation arising under Section 2.1 and this Subsection
2.4(d) does not limit the DEVELOPER's right to seek for
modifications of or changes to the Master Plan for and/or design of
such possible future people mover system.
2.5 DEVELOPER's Off-Site Improvement Construction
The DEVELOPER agrees to construct at his sole cost and expense the
IMPROVEMENTS, and all other improvements identified and made a part of the
accepted off-site improvement plans and specifications for the DEVELOPMENT
associated with each phase of the DEVELOPMENT as identified on Exhibit "B"
hereto, expenditures under this paragraph shall be made in phases
proportionate to the DEVELOPMENT's phase of completion or as constructed;
provided, however, the DEVELOPER will complete the construction of said
IMPROVEMENTS and all other improvements at least fifteen (15) days prior
to the COUNTY's issuance of temporary or permanent occupancy certificates
for any new structure in the DEVELOPMENT (other than for the Parking
Garage and Central Plant, which facilities may be occupied upon completion
and acceptance of same by the COUNTY's Building Department).
2.6 DEVELOPER's Additional Participation
(a) The DEVELOPER agrees to pay all cost and expenses associated with
the Construction of BETTERMENTS including, but not limited to, the
cost of the design, construction, inspection, operation and
maintenance.
(b) The DEVELOPER agrees to participate in the cost of providing a
pedestrian grade separated street crossing system at the
intersection of Las Vegas Boulevard South and Sands Avenue (also
known as Spring Mountain Road west of Las Vegas Boulevard South).
The DEVELOPER's percentage of participation shall be twenty-five
percent (25%) (less the actual dollar amounts contributed and
received on behalf of other private developments located within the
southeasterly quadrant of said intersection) of the total design,
inspection, and construction costs for said pedestrian grade
separated street crossing system paid by non-governmental entities.
The DEVELOPER acknowledges that the governmental entity may not
contribute any money for the construction of such pedestrian grade
separated street crossing system.
(c) The DEVELOPER agrees to participate in all other off-site traffic
mitigation measures identified in the accepted Traffic Impact
Evaluation Study and pay all costs determined to be a contributory
share attributable to the DEVELOPMENT's traffic impacts derived by
said study and as approved by the COUNTY. The DEVELOPER will provide
all cash contributions or will sign all offsite traffic
participation agreements concerning said off-site traffic mitigation
measures attributable to the DEVELOPMENT prior to the COUNTY's
approval of the Traffic Impact Evaluation Study for the DEVELOPMENT.
Page 8
(d) The DEVELOPER agrees to participate in all off-site drainage
mitigation measures identified in the accepted Drainage Impact
Evaluation Study and pay all costs determined to be a contributory
share attributable to the DEVELOPMENT's drainage impacts derived by
said study and as approved by the COUNTY. The DEVELOPER further
agrees to participate in the cost of providing a new enlarged storm
drain outlet in Sands Avenue or an additional storm drain in Sands
Avenue between Las Vegas Boulevard South and Manhattan Street to
offset any increases in runoff created by the DEVELOPMENT and to
compensate for runoff benefits created by runoff being diverted away
from the DEVELOPMENT into the new or improved Sands Avenue storm
drain improvement. Said new or improved Sands Avenue storm drain
system will be connected to a new Manhattan Street storm drain
system located between Sands Avenue and the Flamingo Wash drainage
system. The Sands Avenue storm drain system and the Manhattan Street
storm drain system are proposed to be constructed by the COUNTY. The
DEVELOPER's percentage of participation shall be a percentage of the
total design, inspection, and construction costs of the Sands Avenue
storm drain only based on the sum of the direct flow rate
contribution and runoff relief for the DEVELOPMENT as a percentage
of the total flow capacity of said storm drain improvement, and
established as a product of the approved Drainage Impact Evaluation
Study. Notwithstanding the above, the DEVELOPER and the COUNTY
acknowledge that said Sands Avenue storm drain system is needed to
support the IMPROVEMENTS described in Section 1.2 hereof and the
DEVELOPMENT and must be constructed prior to the occupancy of the
DEVELOPMENT. The DEVELOPER also understands that even though the
COUNTY proposes to construct the Sands Avenue storm drain system,
the County may not construct said storm drain improvements prior to
the time that DEVELOPER desires occupancy of the DEVELOPMENT and/or
the DEVELOPMENT requires additional storm drain relief capacity.
Therefore, if the Sands Avenue storm drain system is needed by the
DEVELOPER, prior to the time the COUNTY constructs said storm drain
improvement, the DEVELOPER agrees to construct the Sands Avenue
storm drain system and an outlet facility acceptable to the COUNTY
and as identified in the COUNTY approved Drainage Impact Evaluation
Study for the DEVELOPMENT and as required in this Subsection 2.6(e),
to the COUNTY approved outlet facility, prior to occupancy of the
DEVELOPMENT, at the DEVELOPER's sole cost and expense, and the
DEVELOPER will dedicate to the COUNTY the accepted storm drain
improvement at no cost to the COUNTY. The DEVELOPER will provide a
cash contribution or will sign a separate participation agreement
concerning all off-site drainage mitigation measures, not
constructed by the DEVELOPER, prior to the issuance of building
permits for any new structure in the DEVELOPMENT (other than for the
Parking Garage and Central Plant).
2.7 DEVELOPER's Operations and Maintenance Responsibility
(a) The DEVELOPER will provide for the operation and maintenance of all
IMPROVEMENTS located in the DEVELOPMENT including, but not limited
to, the maintenance of sidewalks, walkways, and any other form of
pedestrian passage through the DEVELOPMENT.
Page 9
(b) The DEVELOPER will provide for the maintenance of all private
improvements or BETTERMENTS located within Air Rights acquired or
reserved by the DEVELOPER.
(c) The DEVELOPER will provide for the operation of all BETTERMENTS
constructed, installed, and/or purchased by the DEVELOPER.
(d) If an alternate street lighting system is proposed by the DEVELOPER,
it will be considered by the Parties hereto as a BETTERMENT. The
design of this BETTERMENT must be accepted by the COUNTY before
installation. If said BETTERMENT is constructed by the DEVELOPER as
part of the IMPROVEMENTS, the DEVELOPER agrees to provide the COUNTY
with a complete inventory of replacement parts, acceptable to the
COUNTY, including but not limited to poles, luminaires, fixtures,
and lamps, or the DEVELOPER agrees to post a repair bond in the
amount of ten (10%) percent of the estimated alternate street light
system installation costs plus the DEVELOPER agrees to reimburse the
COUNTY for all alternate street light system replacement costs that
are incurred by the COUNTY for a period of five (5) years from the
date first appearing in this AGREEMENT. Additionally, the DEVELOPER
will maintain the full amount of said repair bond and replace any
amounts used by the COUNTY to enforce the repair terms of this
AGREEMENT.
2.8 DEVELOPER's Performance Bond
The DEVELOPER agrees to provide the COUNTY a PERFORMANCE BOND in favor of
the COUNTY, prior to the issuance of any building or construction permits,
and in the amount of one hundred twenty-five (125%) percent of the
estimated IMPROVEMENT COST approved by the COUNTY, which equals seven
hundred seventeen thousand three hundred sixty-two and nineteen
one-hundredths ($717,362.19) dollars. The DEVELOPER will maintain the full
amount of said PERFORMANCE BOND and replace any amounts used by the COUNTY
to enforce the terms of this AGREEMENT not covered by a separate bond. The
DEVELOPER further agrees to increase the amount of the PERFORMANCE BOND to
reflect true and actual increases in the IMPROVEMENT COSTS above the
amount previously posted after acceptance by the COUNTY of the Traffic
and/or the Drainage Impact Evaluation Studies and prior to the date of
issuance of any additional building permits.
2.9 Fees
The DEVELOPER agrees to pay to the COUNTY all lawful application, plans
check and inspection fees at the time of off-site improvement plan
submittal for the DEVELOPMENT, or at least three (3) months prior to the
COUNTY's issuance of any temporary or permanent occupancy certificates for
any new structure in the DEVELOPMENT.
2.10 Occupancy
The DEVELOPER agrees to prepare plans for Transportation Demand Management
(TDM) and Transportation Systems Management (TSM) as they relate to the
employees, customers, and
Page 10
visitors of the DEVELOPMENT. The Plans will be made a part of the Traffic
Impact Evaluation Study and shall be presented by the DEVELOPER or his
representative to the COUNTY's Board of Commissioners during one of their
regularly scheduled meetings for acceptance by the Board of Commissioners
prior to the DEVELOPER's request for approval of a temporary or permanent
certificate of occupancy. The DEVELOPER agrees to satisfy and comply with
all aspects of the accepted TDM and TSM plans in the DEVELOPER's operation
of the DEVELOPMENT. DEVELOPER will perform a follow-up study to evaluate
the effectiveness of its TDM and TSM plans. Said follow-up study shall be
completed within one year of the DEVELOPMENT's occupancy is established
and shall be presented by the DEVELOPER or his representative to the
COUNTY's Board of Commissioners.
2.11 IMPROVEMENT Warranty
Upon completion of the construction of the IMPROVEMENTS, the COUNTY will
perform an inspection and will prepare a punch list of items to be
completed by the DEVELOPER before the IMPROVEMENTS are acceptable to the
COUNTY. If the IMPROVEMENTS are substantially acceptable to the COUNTY, it
will release ninety (90%) percent of the performance bond referenced in
Subsection 2.8 for IMPROVEMENTS completed. One (1) year after the
DEVELOPER has substantially completed construction of the IMPROVEMENTS and
at the DEVELOPER's request, the COUNTY will perform a final inspection and
prepare a final punch list of items to be corrected by the DEVELOPER in a
manner acceptable to the COUNTY. After all IMPROVEMENT corrections have
been performed by the DEVELOPER and accepted by the COUNTY, the COUNTY
will process a release of the remaining portion of the performance bond;
provided all off-site improvement participation agreements, property map
amendments, right-of-way grants and/or dedications have been properly
executed and recorded.
ARTICLE III - COUNTY AGREES
3.1 COUNTY's Property Conveyance
The COUNTY shall convey all surplus public property rights granted to the
COUNTY by the DEVELOPER for the IMPROVEMENT construction, as solely
determined by the COUNTY, or granted to the COUNTY by the DEVELOPER for
any other public improvement identified herein, to the DEVELOPER at the
completion of construction and acceptance of the construction for
maintenance by the COUNTY.
3.2 COUNTY's Design Responsibilities
The COUNTY agrees to prepare the design and construction contract
documents for the public improvements included herein that are not
previously established development conditions imposed on the DEVELOPMENT
by the COUNTY's use permit approval process, are not a DEVELOPER's
obligation contained in this AGREEMENT, or a public improvement that is to
be cost shared with other parties.
Page 11
3.3 COUNTY's Operations and Maintenance Responsibility
The COUNTY agrees to provide, so long as it is in the best interest of the
COUNTY and/or the public, as solely determined by the COUNTY's Board of
Commissioners, or arrange to provide, for the operation and maintenance of
the IMPROVEMENTS located in the public's right-of-way upon acceptance of
the IMPROVEMENTS by the COUNTY, except sidewalks, walkways, or other forms
of pedestrian passage through the DEVELOPMENT.
3.4 COUNTY's Review of Submittals
The COUNTY agrees that it will not unreasonably delay or withhold approval
of any submittal from the DEVELOPER or from its representative.
3.5 COUNTY's Issuance of Parking Garage and Central Plant Building Permits
The COUNTY agrees to issue Building Permits for the Parking Garage and
Central Plant at locations shown on Exhibit "B" hereof provided the
DEVELOPER has satisfied all conditions relating to the issuance of said
permits and it has received all approvals required by the COUNTY for the
issuance of the aforementioned Parking Garage building permit and Central
Paint building permit, (other than final approval of the Traffic Impact
Evaluation Study) prior to the issuance of said permits.
3.6 COUNTY's Issuance of Grading Permit(s)
The COUNTY agrees to issue a Grading Permit for the purpose of grading,
excavation, utility relocation and all other surface and subsurface
operations associated with the DEVELOPMENT provided the DEVELOPER has
received an approval of its drainage study from the COUNTY for the area
within that phase of the DEVELOPMENT and provided the DEVELOPER has
satisfied all conditions relating to the issuance of said permit and it
has received all approvals required by the COUNTY for the issuance of said
Grading Permit (other than final approval of the Traffic Impact Evaluation
Study) prior to the issuance of said Grading Permit.
ARTICLE IV - COUNTY AND DEVELOPER AGREE
4.1 In General
The Parties to this AGREEMENT mutually agree that the construction of
off-site and on-site improvements described herein and the granting or
dedication of rights-of-way to the public's use are reasonably necessary
to support and mitigate the effects of the DEVELOPMENT on the COUNTY's
system of roadways, walkways and drainage facilities.
The Parties further agree to grant to each other, their authorized agents,
and contractors the right to enter and occupy those portions of property
owned by the Parties hereto as reasonably
Page 12
necessary to construct the IMPROVEMENTS after the DEVELOPER, his agents,
or contractors have been issued the prerequisite building and/or
encroachment permit.
4.2 IMPROVEMENT Coordination
The Parties mutually agree to coordinate their respective design efforts
with the other Party that may be affected by any proposed IMPROVEMENT
construction.
4.3 No Barriers to Public Access
Except for temporary obstructions caused by construction or maintenance
activities, the Parties hereto mutually agree that no barriers shall be
constructed on any portion of the IMPROVEMENTS located within public
rights-of-way that would obstruct the use, operation and maintenance of
IMPROVEMENTS or that would interfere with the free access and movement of
the Parties and the public through the IMPROVEMENTS located within public
rights-of-way.
ARTICLE V - MISCELLANEOUS
5.1 Term
This AGREEMENT shall be in full force and effect from and after the date
of execution of the AGREEMENT and shall continue until the obligations of
all Parties herein are fulfilled.
5.2 Workmanship
All work contemplated in this AGREEMENT shall be performed in a good and
workmanlike manner and each portion shall be promptly commenced by the
Party hereto obligated to do the same and thereafter diligently prosecuted
to conclusion in its logical order and sequence.
5.3 Non-Waiver
None of the conditions of this AGREEMENT shall be considered waived by any
Party unless such waiver is in writing and signed by all Parties. No such
waiver shall be a waiver of any past or future default, breach, or
modification of any of the conditions of this AGREEMENT unless expressly
stipulated in such waiver.
5.4 Successors and Assigns
The terms, provisions, covenants, and conditions of this AGREEMENT shall
apply to, bind, and inure to the benefit of the Parties hereto, their
heirs, executors, administrators, legal representatives, successors, and
assigns.
Page 13
5.5 Severability
If any term, provisions, covenant, or condition of this AGREEMENT, or any
application thereof, should be held by a court of competent jurisdiction
to be invalid, void, or unenforceable, all other provisions, covenants,
and conditions of this AGREEMENT, and all applications thereof, shall not
be held invalid, void, or unenforceable, shall continue in full force and
effect and shall in no way be affected, impaired, or invalidated thereby.
5.6 Captions
The captions appearing at the commencement of the Sections and Articles
hereof are descriptive only and for convenience in reference to this
AGREEMENT and in no way whatsoever define, limit, or describe the scope or
intent of this AGREEMENT, nor in any way affect this AGREEMENT.
5.7 Governing Law
The laws of the state of Nevada shall be applied in interpreting and
constructing this AGREEMENT.
5.8 Further Assurances
The Parties hereto shall take any actions necessary on or after the date
hereof which may be required to effectuate the terms of this AGREEMENT.
5.9 Notices
Every and all notices required hereunder shall be given by personal
service, telegram, or by deposit in the United States Mail, postage
prepaid to the respective other Parties to this AGREEMENT.
5.10 Amendments or Modifications
This AGREEMENT contains the entire agreement between the Parties herein
and cannot be amended, modified, changed, or unless done so in writing and
signed by the Parties.
5.11 Indemnification and Insurance
The DEVELOPER does hereby agree to indemnify, defend, and hold harmless
the COUNTY and its officers, agents, and employees from and against any
and all suits, actions, proceedings, claims, demands, losses, damages,
liabilities, costs, interests, attorney fees, and expenses of whatever
kind or nature, whether rightful or otherwise, arising out of or related
to this AGREEMENT, and/or arising out of the actions of the DEVELOPER in
the performance or nonperformance of this AGREEMENT. The foregoing
indemnity clause includes, but is not limited to, any and all claims,
demands, losses, damages, liabilities, costs, interests, attorney fees
Page 14
(including, but not limited to, attorney fees applicable to state and
federal actions), and expenses of whatever kind or nature, whether
rightful or otherwise, arising from any condition or restriction contained
in any property conveyance or transfer document, and/or the actions or
inactions of the COUNTY its officers, agents, or employees arising out of
the development of this AGREEMENT, the approval of this AGREEMENT, the
consequences of the COUNTY's approval of this AGREEMENT, failure of the
DEVELOPER to adequately construct, operate, repair, or maintain the
sidewalks, walkways, or other forms of pedestrian passage through the
DEVELOPMENT, injuries caused to person or persons or property damage
sustained as a result of the acts or omissions of the DEVELOPER relating
to the sidewalk, walkways, or other forms of pedestrian passage in the
DEVELOPMENT. The County may, at its own option, choose to hire its own
attoneys in defense of any or all suits, demands, losses, damages,
liabilities, costs, interests, attorney fees, and expenses of whatever
kind or nature, whether rightful or otherwise. If the COUNTY chooses to
exercise this option, the DEVELOPER will continue to indemnify and hold
the COUNTY harmless and remain responsible and liable for the payment of
all fees, costs, expenses, and interest including, but not limited to,
attorney's fees, investigative fees, court costs and expenses and filing
fees, witness fees, court reporter fees, and all other related office and
administrative expenses.
The DEVELOPER agrees to obtain and maintain a general comprehensive
liability insurance policy in the minimum amount of five million
($5,000,000) dollars on an "occurrence" basis. The coverage must be
provide either on ISO Commercial General Liability form or an ISO Broad
Form Comprehensive General Liability form. Policies must include, but not
limited to, coverages for bodily injury, property damage, personal injury,
Broad Form property damage, premises and operations, and severability of
interest. Said policy will name the COUNTY, its commissioners, officers,
agents, and employees as additional insureds. The policies will be primary
and any other insurance carried by the COUNTY shall be excess and not
contributing therewith. The policy must be endorsed to require thirty (30)
days advanced notice to COUNTY of modification or cancellation of said
policy. This insurance requirement does not in any way limit the
DEVELOPER's liability under this Agreement.
Page 15
5.12 Counterparts
This AGREEMENT may be executed in counterparts, each of which shall be
deemed an executed original and all of which together shall constitute
one and the same instrument, or may be executed as one original and copies
(certified true and accurate) supplied to each party.
IN WITNESS WHEREOF, the Parties hereto have caused this AGREEMENT to be
executed by their authorized officers the day and year first above written.
COUNTY OF XXXXX, a political LAS VEGAS SANDS, INC.,
subdivision of the State of Nevada a Nevada corporation
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- -----------------------------
XXXXXX XXXXXXXX XXXXX, Chair XXXXXXX X. XXXXXXX, President
Board of County Commissioners
ATTEST: APPROVED AS TO LEGALITY
AND FORM:
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxxxxxx Xxxxxxx
----------------------------- -----------------------------
XXXXXXX XXXXXX, County Clerk XXXXXXXXXXX X. XXXXXXX, ESQ.
Deputy District Attorney
Page 16
State of Nevada
County of Xxxxx
This instrument was acknowledged before me on April 8, 1997, by XXXXXXX
X. XXXXXXX as President of LAS VEGAS SANDS, INC., a Nevada corporation.
/s/ Xxxxxx X. Xxxxx
------------------------------------------
(Signature of notarial officer)
(Seal, if any)
Official Seal
XXXXXX X. XXXXX
(Seal) Notary Public-Nevada
Principal office in
Xxxxx County
My Comm. Exp. Jan. 24, 2001 My commission expires: January 24, 2001
Page 17
