DEVELOPMENT AGREEMENTDevelopment Agreement |
|
|
You are currently viewing: This Development Agreement involves
FULL HOUSE RESORTS INC | GAMING ENTERTAINMENT (SANTA FE) LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Development Agreement by:
EXHIBIT 10.64
DEVELOPMENT AGREEMENT
BY AND AMONG
PUEBLO OF NAMBÉ,
NAMBÉ PUEBLO GAMING ENTERPRISE BOARD
AND
GAMING ENTERTAINMENT (SANTA FE), LLC
DATED AS OF SEPTEMBER 20, 2005
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Page |
|
|
|
Article 1 |
|
|
|
|
|
|
||
|
|
|
DEFINITIONS AND OBJECTIVES |
|
|
|
|
|
|
||
|
SECTION 1.1 |
|
DEFINITIONS. |
|
2 |
|
|
|
|
||
|
|
|
Article 2 |
|
|
|
|
|
|
||
|
|
|
INDEPENDENT AGREEMENT |
|
|
|
|
|
|
||
|
SECTION 2.1 |
|
INDEPENDENT AGREEMENT. |
|
7 |
|
|
|
|
||
|
|
|
Article 3 |
|
|
|
|
|
|
||
|
|
|
SITE ACQUISITION |
|
|
|
|
|
|
||
|
SECTION 3.1 |
|
SELECTION OF TRIBAL LANDS. |
|
7 |
|
SECTION 3.2 |
|
PURCHASE AGREEMENT. |
|
8 |
|
SECTION 3.3 |
|
TRANSFER OF TRIBAL LANDS TO TRIBE. |
|
8 |
|
SECTION 3.4 |
|
CONFIDENTIALITY. |
|
8 |
|
|
|
|
||
|
|
|
Article 4 |
|
|
|
|
|
|
||
|
|
|
FEASIBILITY STUDIES |
|
|
|
|
|
|
||
|
SECTION 4.1 |
|
FEASIBILITY STUDY. |
|
8 |
|
SECTION 4.2 |
|
FEASIBILITY DETERMINATION. |
|
9 |
|
|
|
|
||
|
|
|
Article 5 |
|
|
|
|
|
|
||
|
|
|
DESIGN PHASE |
|
|
|
|
|
|
||
|
SECTION 5.1 |
|
EMPLOYMENT OF ARCHITECT. |
|
9 |
|
SECTION 5.2 |
|
DESIGN AND CONSTRUCTION BUDGETS. |
|
9 |
|
SECTION 5.3 |
|
CONCEPT DESIGN AND ENGINEERING. |
|
10 |
|
SECTION 5.4 |
|
PARTY RESPONSIBILITIES FOR DESIGN PHASE. |
|
10 |
|
SECTION 5.5 |
|
RESERVED. |
|
10 |
|
SECTION 5.6 |
|
RESERVED. |
|
10 |
|
SECTION 5.7 |
|
RESERVED. |
|
10 |
|
SECTION 5.8 |
|
COMPLIANCE WITH CONSTRUCTION STANDARDS, ENVIRONMENTAL LAWS AND REGULATIONS. |
|
10 |
|
SECTION 5.9 |
|
ADVANCE OF FUNDS FOR DESIGN WORK. |
|
11 |
i
|
|
|
|
|
|
|
|
|
Article 6 |
|
|
|
|
|
|
||
|
|
|
CONSTRUCTION PHASE |
|
|
|
|
|
|
||
|
SECTION 6.1 |
|
SELECTION OF CONTRACTOR OR CONSTRUCTION MANAGER. |
|
11 |
|
SECTION 6.2 |
|
VENDOR PREFERENCES. |
|
11 |
|
SECTION 6.3 |
|
PROPOSAL REVIEW. |
|
12 |
|
SECTION 6.4 |
|
CONTRACTS. |
|
12 |
|
SECTION 6.5 |
|
CONTRACT DOCUMENT PROVISIONS. |
|
12 |
|
SECTION 6.6 |
|
CONSTRUCTION ADMINISTRATION. |
|
12 |
|
SECTION 6.7 |
|
CONSTRUCTION COMMENCEMENT AND COMPLETION. |
|
13 |
|
|
|
|
||
|
|
|
Article 7 |
|
|
|
|
|
|
||
|
|
|
FURNITURE, FIXTURES AND EQUIPMENT |
|
|
|
|
|
|
||
|
SECTION 7.1 |
|
SELECTION OF FURNITURE, FIXTURES AND EQUIPMENT. |
|
13 |
|
|
|
|
||
|
|
|
Article 8 |
|
|
|
|
|
|
||
|
|
|
TERM |
|
|
|
|
|
|
||
|
SECTION 8.1 |
|
TERM. |
|
13 |
|
|
|
|
||
|
|
|
Article 9 |
|
|
|
|
|
|
||
|
|
|
ADVANCES BY MANAGER |
|
|
|
|
|
|
||
|
SECTION 9.1 |
|
ADVANCES BY MANAGER. |
|
14 |
|
SECTION 9.2 |
|
LOAN COMMITMENT. |
|
14 |
|
SECTION 9.3 |
|
TRANSITION ADVANCES. |
|
15 |
|
SECTION 9.4 |
|
ADVANCES ON LOAN. |
|
16 |
|
SECTION 9.5 |
|
BUDGET. |
|
16 |
|
SECTION 9.6 |
|
REPAYMENT. |
|
16 |
|
SECTION 9.7 |
|
CESSATION OF PAYMENTS. |
|
17 |
|
|
|
|
||
|
|
|
Article 10 |
|
|
|
|
|
|
||
|
|
|
EXCLUSIVITY |
|
|
|
|
|
|
||
|
SECTION 10.1 |
|
EXCLUSIVITY REGARDING GAMING FACILITY. |
|
17 |
|
SECTION 10.2 |
|
EXCLUSIVITY. |
|
17 |
|
|
|
|
||
|
|
|
Article 11 |
|
|
|
|
|
|
||
|
|
|
REPRESENTATIONS, WARRANTIES, AND COVENANTS |
|
|
|
|
|
|
||
|
SECTION 11.1 |
|
REPRESENTATIONS AND WARRANTIES OF THE BOARD |
|
17 |
ii
|
|
|
|
|
|
|
SECTION 11.2 |
|
COVENANTS BY THE TRIBE. |
|
18 |
|
SECTION 11.3 |
|
REPRESENTATIONS AND WARRANTIES OF MANAGER |
|
19 |
|
SECTION 11.4 |
|
COVENANTS BY THE MANAGER. |
|
19 |
|
|
|
|
||
|
|
|
Article 12 |
|
|
|
|
|
|
||
|
|
|
EVENTS OF DEFAULT |
|
|
|
|
|
|
||
|
SECTION 12.1 |
|
EVENTS OF DEFAULT BY THE BOARD. |
|
19 |
|
SECTION 12.2 |
|
EVENTS OF DEFAULT BY MANAGER. |
|
20 |
|
|
|
|
||
|
|
|
Article 13 |
|
|
|
|
|
|
||
|
|
|
TERMINATION |
|
|
|
|
|
|
||
|
SECTION 13.1 |
|
VOLUNTARY TERMINATION. |
|
21 |
|
SECTION 13.2 |
|
TERMINATION FOR CAUSE. |
|
21 |
|
SECTION 13.3 |
|
TERMINATION FOR VIOLATION OF ARTICLE 10. |
|
22 |
|
SECTION 13.4 |
|
INVOLUNTARY TERMINATION DUE TO CHANGES IN LEGAL REQUIREMENTS. |
|
22 |
|
SECTION 13.5 |
|
BOARD’S RIGHT TO TERMINATE AGREEMENT. |
|
22 |
|
|
|
|
||
|
|
|
Article 14 |
|
|
|
|
|
|
||
|
|
|
DISPUTE RESOLUTION |
|
|
|
|
|
|
||
|
SECTION 14.1 |
|
GENERAL. |
|
23 |
|
SECTION 14.2 |
|
ARBITRATION |
|
23 |
|
SECTION 14.3 |
|
LIMITED WAIVER OF SOVEREIGN IMMUNITY. |
|
24 |
|
|
|
|
||
|
|
|
Article 15 |
|
|
|
|
|
|
||
|
|
|
GENERAL |
|
|
|
|
|
|
||
|
SECTION 15.1 |
|
NATURE OF AGREEMENT. |
|
25 |
|
SECTION 15.2 |
|
MANAGER’S INTEREST IN THE GAMING FACILITY. |
|
25 |
|
SECTION 15.3 |
|
SITUS OF THE AGREEMENT. |
|
25 |
|
SECTION 15.4 |
|
NOTICE. |
|
26 |
|
SECTION 15.5 |
|
RELATIONSHIP. |
|
26 |
|
SECTION 15.6 |
|
FURTHER ACTIONS. |
|
26 |
|
SECTION 15.7 |
|
WAIVERS. |
|
26 |
|
SECTION 15.8 |
|
CAPTIONS. |
|
27 |
|
SECTION 15.9 |
|
THIRD PARTY BENEFICIARY. |
|
27 |
|
SECTION 15.10 |
|
SURVIVAL OF COVENANTS. |
|
27 |
|
SECTION 15.11 |
|
ESTOPPEL CERTIFICATE. |
|
27 |
|
SECTION 15.12 |
|
PERIODS OF TIME. |
|
27 |
|
SECTION 15.13 |
|
GOVERNMENTAL SAVINGS CLAUSE. |
|
27 |
|
SECTION 15.14 |
|
SUCCESSORS AND ASSIGNS. |
|
28 |
iii
|
|
|
|
|
|
|
SECTION 15.15 |
|
SEVERABILITY. |
|
28 |
|
SECTION 15.16 |
|
ENTIRE AGREEMENT. |
|
28 |
|
|
|
|
||
|
|
|
Article 16 |
|
|
|
|
|
|
||
|
|
|
TRIBAL RESOLUTION |
|
|
|
|
|
|
||
|
SECTION 16.1 |
|
TRIBAL RESOLUTION. |
| |