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Exhibit 10.21  



	APN:	162-16-211-002

162-16-202-005





When
recorded, please return to: 


Clark
County Department of Development Services

Civil Engineering Division

Clark County Government Center, First Floor 


 
 

IMPROVEMENT PHASING AGREEMENT    
    


        THIS AGREEMENT is made and entered into on this 16th day of August, 2004, by and between the
COUNTY OF CLARK, a political subdivision of the State of Nevada (hereinafter referenced the "COUNTY") and Lido Casino Resort, LLC, a Limited Liability
Company (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
	

Phil Rosenquist, Director

Department of Development Services

Clark County, Nevada

500 South Grand Central Parkway

Las Vegas, Nevada 89155-3530

(702) 455-3030

(702) 455-5810 FAX	
 	

Brad Stone, Vice President

Lido Casino Resort, LLC

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

  

(            )            -            
(            )            -            FAX





W I T N E S S E T H:  


        WHEREAS, the DEVELOPER has obtained from the COUNTY the following land use approvals:  UC-0072-04 &
UC-1769-96 to construct a commercial project within Section  16 of Township 21 South and Range 61 East,
 Mount Diablo
Meridian, Clark 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 other developmental impacts
that may exceed the capacity of existing public facilities located in or adjacent to Las Vegas Boulevard South, Sands Avenue, and Koval Lane; and, 


        WHEREAS, the DEVELOPER proposes to proceed with its development plans in accordance with  Section 30.32.170 of the Clark County Code; and, 



        WHEREAS, the DEVELOPER has submitted a Traffic Impact Analysis, a Drainage Study, and has paid to the COUNTY the appropriate Improvement
Phasing Fee for the DEVELOPMENT; and, 


        WHEREAS, the COUNTY does not object to the DEVELOPER's proposal provided DEVELOPER complies with the terms and conditions of this
AGREEMENT and with the Clark County Code. 


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        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
	"IMPROVEMENT" or "IMPROVEMENTS" means the following:



	1)
	All
mitigation measures and public facilities identified in the land use approval(s): UC-0072-04 &
UC-1769-96 including, but not limited to, the traffic impact mitigation measures and drainage impact mitigation measures identified in the final COUNTY
approved impact evaluation studies, as described in Section 2.3 herein, and all supplemental impact evaluation studies submitted thereafter; and,



	b)
	All
other off-site public improvements proposed by the DEVELOPER located on the DEVELOPMENT's frontages along all existing or proposed publicly dedicated streets including,
but not limited to, utility installations, adjustments and relocations; bridges, conduits, culverts and pipes; foundations and structural supports; mechanical, communications, and electrical equipment
and facilities; street and walkway lighting; traffic control devices and equipment; legal signage; and, aesthetic improvements as depicted in the accepted off-site improvement design plans
and specifications as described in Section 2.4 herein.






	1.2
	"IMPROVEMENT COST" means all costs including, but not limited to, the design, the construction, and the management/administration of
the construction contract for the IMPROVEMENTS described in Sections 1.1, 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 associated with the construction of the similar IMPROVEMENTS, and such other public facilities described herein.



	1.3
	"IMPROVEMENT Operations and Maintenance Costs" means all costs for operation and maintenance of the IMPROVEMENTS as set out in Sections
2.8 and 3.3 herein and such other operations and maintenance actions to assure a good and serviceable public facility.



	1.4
	"PERFORMANCE BOND" means a bond or cash deposit made payable to the COUNTY, in accordance with the provisions of  Section 30.32.150 of the COUNTY Code and in the
amount as set out in Section 2.9 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. 


 
 

ARTICLE II—DEVELOPER AGREES    
    


2.1    In General    



The
DEVELOPER agrees to comply with the Clark County Code and all conditions established for its proposed developmental land uses. Due to the complex nature of the DEVELOPMENT and the possible
mitigation measures and improvements required, the DEVELOPER has elected to proceed with the improvement phasing process of Section 30.32.170 of
the Clark County Code and DEVELOPER agrees to comply with terms and conditions said Section 30.32.170 of the Clark County Code. Further, the
DEVELOPER acknowledges and agrees that the COUNTY may require additional impact measures beyond those identified at the time of the DEVELOPER's traffic impact analysis submittal. The DEVELOPER will
either participate in the future cost to construct, or it will construct, the necessary improvements prior to occupancy, to be determined solely by the COUNTY and provided at the DEVELOPER's sole cost
and expense. 



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Additionally,
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, that are required to construct (i) the IMPROVEMENTS, (ii) all private storm drainage easement(s) for the DEVELOPMENT, if required by the Drainage
Impact Evaluation Study or Drainage Impact Mitigation Plan), and (iii) 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, water
line easements, and traffic control easements. 


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 and rights-of-way as identified on Master Plans adopted by the COUNTY's Board of County Commissioners, and such other Master Plans 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 Clark 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, 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 prior to the COUNTY's issuance of building permits in accordance with Subsection
30.32.170(4) of the Clark County Code, or within thirty (30) days after the receipt of written notice from the COUNTY, whichever date occurs first. However, in no
instance shall a temporary or permanent occupancy certificate for the general public's use of any structure in the DEVELOPMENT be issued by the COUNTY prior to the conveyance to the COUNTY of all
required public property
rights within the DEVELOPMENT owned by the DEVELOPER. Any conveyance of land or property right by the DEVELOPER to the COUNTY for the public's use of sidewalks, walkways, or other forms of pedestrian
passage through the DEVELOPMENT, will be for facilitating the perpetual use and 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 Clark County Recorder. 




2.3    DEVELOPER's Impact Evaluation Studies and Mitigation Plans    



The
DEVELOPER acknowledges that it has retained professional engineering services from a Nevada Registered Professional Civil Engineer for the preparation and has submitted the following impact
evaluation studies in accordance with Section 30.32.080 and Subsections 30.32.170 (5) and 30.52.050(b) of the Clark County Code: 


	(a)
	A
Traffic Impact Analysis together with a Traffic Impact Mitigation Plan contained therein, prepared in a manner acceptable to the COUNTY, identifying 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 Analysis will also identify the air quality impacts resulting from vehicular traffic generated by the 



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DEVELOPMENT
and pedestrian safety needs as they relate to public walkways. Any reliance upon the use of a joint driveway for access to the DEVELOPMENT contained as a premise of the Traffic Impact
Analysis will require the establishment of cross easements from the parties to each other or the dedication of a public right-of-way acceptable to the COUNTY, within three
(3) months after the date of the COUNTY's approval of this AGREEMENT, or the Traffic Impact Analysis will be modified by the DEVELOPER to reflect traffic capacity mitigation measures caused by
the DEVELOPMENT without any reliance upon a joint driveway for providing DEVELOPMENT access. The DEVELOPER also agrees to comply with said Traffic Impact Analysis, 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 general public's use of the
DEVELOPMENT. 



	(b)
	A
Drainage 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
Clark 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 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 Study, said Drainage Impact Mitigation Plan, and all other drainage conditions set forth in this AGREEMENT prior to the COUNTY's issuance of temporary or permanent
certificate of occupancy for the general public's use of the DEVELOPMENT. 




2.4    DEVELOPER's Design Responsibilities    



The
DEVELOPER agrees to prepare the design and construction documents for the IMPROVEMENTS and other features of the DEVELOPMENT, at no cost to the COUNTY, and in accordance with the Clark County Code
and in a manner acceptable to the COUNTY as follows: 


	(a)
	Per
Section 2.3 herein, the DEVELOPER acknowledges that it has retained, at its sole cost and expense, professional engineering services from a Nevada registered professional
engineer for the preparation of a Drainage Study and a Traffic Impact Analysis for the DEVELOPMENT acceptable to the COUNTY. The DEVELOPER further acknowledges that the Traffic Impact Analysis
submitted by the DEVELOPER must be approved by the COUNTY prior to the DEVELOPER'S preparation of construction documents for any IMPROVEMENT.



	(b)
	The
DEVELOPER agrees to retain, at its sole cost and expense, professional engineering design services from a Nevada professional engineer for the preparation of construction
documents, including the final plans and specifications, for the IMPROVEMENTS in a manner acceptable to the COUNTY. Such construction documents shall be submitted in an approvable format to the
COUNTY, and must receive final approval from the COUNTY and any other entity as required by the COUNTY, and apply for a right-of-way permit for construction of the
IMPROVEMENTS, within nine (9) months from the date of issuance of 



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the
first building permit and prior to the issuance of any temporary or permanent certificates of occupancy for the general public's use of the DEVELOPMENT. 



	(c)
	The
design of the IMPROVEMENTS will employ the design standards and criteria contained in Subsection 30.32.080(a) of the Clark County
Code as adopted by the COUNTY on the date of this AGREEMENT. However, the Parties mutually agree:



	(1)
	That
aesthetic design standards for private improvements shall be established by the DEVELOPER in accordance with the requirements of the Clark County Code and/or the Clark County
Planning Commission; and,



	(2)
	That
life and safety standards for the IMPROVEMENTS shall meet or exceed the COUNTY's Street Improvement Standards of Subsection
30.32.080(a) of the Clark County Code and the requirements of the COUNTY's Building Code. 







2.5    DEVELOPER's Off-Site Improvement Construction    



The
DEVELOPER agrees to construct at its sole cost and expense the IMPROVEMENTS, and all other off-site 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. No temporary or permanent certificates of occupancy for the general public use of the
DEVELOPMENT shall be issued until the Traffic Impact Analysis and the construction plans and specifications for the IMPROVEMENTS are approved by the COUNTY, the required drainage and traffic
participation agreements have been executed, and the IMPROVEMENTS permitted, constructed, and accepted by the COUNTY's Department of Development Services. 




2.6    DEVELOPER's Additional Participation    



	(a)
	At
the request of the COUNTY, the DEVELOPER agrees to provide cash contributions and/or execute participation agreements for all off-site traffic mitigation measures
identified as being remote from the DEVELOPMENT in the COUNTY approved Traffic Impact Analysis, and in any COUNTY approved supplemental Traffic Impact Analysis, in the amount determined to be the
contributory share attributable to the DEVELOPMENT as derived by said study and as approved by the COUNTY. The DEVELOPER will pay all cash contributions or will sign all said offsite traffic
participation agreements prior to the COUNTY's approval of the Traffic Impact Analysis for the DEVELOPMENT.



	(b)
	At
the request of the COUNTY, the DEVELOPER agrees to provide cash contributions and/or execute participation agreements for all off-site drainage mitigation measures
identified as being remote from the DEVELOPMENT in the COUNTY approved Drainage Study, and in any COUNTY approved supplemental Drainage Study, in the amount determined to be the contributory share
attributable to the DEVELOPMENT as derived by said study and as approved by the COUNTY. The DEVELOPER will pay all cash contributions or will sign all said offsite drainage participation agreements
prior to the COUNTY's approval of the Drainage Study for the DEVELOPMENT. 




2.7    DEVELOPER's Building Permits    



Building
Permits for the DEVELOPMENT shall be issued by the COUNTY in accordance with the provisions of Title 30 of the COUNTY Code ("the Clark County
Unified Development Code"), except for the building permits for the structures specifically identified and shown in Exhibit "B," attached hereto and by this reference made a part hereof, which
building permits will only be issued after all of the conditions of Section 30.32.170 and the conditions shown on Exhibit "B" have been met. 



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2.8    DEVELOPER's Operations and Maintenance Responsibility    



	(a)
	The
DEVELOPER will provide for the operation and maintenance of all IMPROVEMENTS located within the DEVELOPMENT including, but not limited to, sidewalks, walkways, or other forms of
pedestrian passage through the DEVELOPMENT which are not dedicated for the general public's use and are not accepted for maintenance by the COUNTY, or any other public entity.



	(b)
	The
DEVELOPER will provide for the maintenance of all private improvements located within public rights-of-way acquired, reserved, or leased by the DEVELOPER.



	(c)
	The
DEVELOPER will provide for the operation of all IMPROVEMENTS constructed, installed, owned and/or controlled by the DEVELOPER. 




2.9    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 One Million One Hundred Sixteen Thousand Five Hundred
Eighty-Two dollars ($1,116,582). The DEVELOPER will maintain the full amount of said PERFORMANCE BOND and replace any amounts used by the COUNTY pursuant to the
terms of this AGREEMENT when requested to do so by the COUNTY. 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 the review and approval by the COUNTY of the Traffic, Drainage, and any supplemental Impact Evaluation Studies and prior to the date of issuance of any
additional building permits. 




2.10    Fees    



The
DEVELOPER agrees to pay to the COUNTY all application, plans check and inspection fees associated with this AGREEMENT in accordance with Chapter
30.80 of the Clark County Code. 




2.11    TDM and TSM Studies and Follow-Up Studies    



The
DEVELOPER agrees to prepare plans for Transportation Demand Management (TDM) and Transportation Systems Management (TSM) as they relate to the employees, customers, and 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. 




2.12    IMPROVEMENT Warranty    



The
DEVELOPER is responsible for any original or developed defects or failures of the IMPROVEMENTS which appear within one (1) year after the date of acceptance of the IMPROVEMENTS by the
COUNTY. The DEVELOPER shall, at its own cost and expense, make all replacements and adjustments the IMPROVEMENTS as required by the COUNTY, within thirty (30) days after being notified by the
COUNTY of such defects or failures, and to the satisfaction of the COUNTY. 



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ARTICLE III—COUNTY AGREES    
    


3.1    COUNTY's Property Conveyance    



The
COUNTY shall convey all surplus property rights, as solely determined by the COUNTY, which were granted to the COUNTY by the DEVELOPER for the IMPROVEMENT construction, or previously granted to
the COUNTY by the DEVELOPER for any other public improvement identified herein, to the DEVELOPER after the completion of the IMPROVEMENT construction and upon acceptance of the IMPROVEMENT
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 land use 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. 




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 Director of Development Services or designee, or make
arrangements to provide, for the operation and maintenance of the IMPROVEMENTS, if such IMPROVEMENTS are dedicated to the COUNTY and located in the public's right-of-way, upon
acceptance of the IMPROVEMENT construction by the COUNTY, except sidewalks, walkways, or other forms of pedestrian passage through the DEVELOPMENT which are not dedicated for the general public's use
and which have not been accepted for maintenance by the COUNTY. 




3.4    COUNTY's Review of Submittals    



The
COUNTY agrees that it will review all Submittals of the DEVELOPER in the normal review process time frame as determined by the COUNTY. 



 
 

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 for 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 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 



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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. 




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 construing 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. 



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5.10    Amendments or Modifications    



This
AGREEMENT contains the entire agreement between the Parties herein and cannot be amended, modified, or changed, 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 non-performance 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 (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 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 attorneys 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 and with the
DEVELOPER's deductible not exceeding two hundred fifty thousand ($250,000). 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 DEVELOPER
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. 




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. 



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        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 CLARK, a political

subdivision of the State of Nevada	 	Lido Casino Resort, LLC

A Limited Liability Company
	

 	
 	

 
	/s/  PHIL ROSENQUIST      
 Phil Rosenquist, Director

Department of Development Services	 	/s/  BRAD STONE      
 Brad Stone, Vice President





   




State of Nevada  


County of Clark


This
instrument was acknowledged before me on August 10, 2004, by Brad Stone as Vice President of Lido Casino Resort, LLC, a Limited Liability Company. 



	

 	
 	

 
	N(Seal, if any)	 	/s/ AGNIESZKA K. PARKER
 (Signature of notarial officer)
	

[SEAL]
 Notary Public—State of Nevada

COUNTY OF CLARK

AGNIESZKA K. PARKER

NO. 00-64827-1 My Appointment Expires September 19, 2004	
 	

My commission expires: Sept. 19th, 2004




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   STANDARD FORM APPROVED BY THE CLARK COUNTY BOARD OF COMMISSIONERS JULY 16, 2002. 


11










APN 162-16-211-002 & 162-16-202-005 


LEGAL
DESCRIPTION: PALAZZO PHASING 


A
PARCEL OF LAND BEING A PORTION OF LOT 2 OF "VENETIAN CASINO RESORT" A COMMERCIAL SUBDIVISION, AS DELINEATED ON THAT CERTAIN RECORD OF SURVEY IN FILE 96, PAGE 37, OFFICIAL RECORDS OF CLARK COUNTY,
NEVADA COMBINED WITH THAT CERTAIN PARCEL RECORDED IN A DEED RECORDED OCTOBER 2, 2001 IN BOOK 20011002 AS DOCUMENT NO. 02608, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA. 



EXCEPTING
THEREFROM THAT CERTAIN PARCEL OF LAND RECORDED IN A DEED RECORDED IN BOOK 20020830 AS DOCUMENT NO. 04166, OFFICIAL RECORDS OF CLARK COUNTY, NEVADA AND DELINEATED ON THAT CERTAIN RECORD OF
SURVEY IN FILE 122, PAGE 62 OF OFFICIAL RECORD, CLARK COUNTY, NEVADA. 


   



/s/
Kenneth W. Shumway

6-24-04

[SEAL] 











QuickLinks


IMPROVEMENT PHASING AGREEMENT

ARTICLE I—DEFINITIONS

ARTICLE II—DEVELOPER AGREES

ARTICLE III—COUNTY AGREES

ARTICLE IV—COUNTY AND DEVELOPER AGREE

ARTICLE V—MISCELLANEOUS