AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 12, 1996.
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RIO HOTEL & CASINO, INC.
(Exact name of registrant as specified in its charter)
NEVADA 95-3671082
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3700 WEST FLAMINGO ROAD
LAS VEGAS, NEVADA 89103
(702) 252-7733
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JAMES A. BARRETT, JR.
RIO HOTEL & CASINO, INC.
3700 WEST FLAMINGO ROAD
LAS VEGAS, NEVADA 89103
(702) 252-7733
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:
MICHAEL J. BONNER
KUMMER KAEMPFER BONNER & RENSHAW
3800 HOWARD HUGHES PARKWAY
SEVENTH FLOOR
LAS VEGAS, NEVADA 89109
(702) 792-7000
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE AS DETERMINED BY THE HOLDERS OF THE OPTIONS.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If the any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box.
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the followng box.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each class of Amount to Proposed Proposed Amount of
securities to be registered be Registered Maximum Maximum Registra-
Offering Aggregate tion Fee
Price per Offering
Unit1 Price1
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 142,000 $2.50 $355,000 $123.00
1Estimated solely for the purpose of calculating the registration
fee.
</TABLE>
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may
determine. A Registration Statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the Registration Statement becomes
effective. This Registration Statement shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.
<PAGE>
SUBJECT TO COMPLETION, FEBRUARY 12, 1996
142,000 SHARES
RIO HOTEL & CASINO, INC.
COMMON STOCK,
PAR VALUE $.01
_________________________
This prospectus ("Prospectus") relates to 142,000 shares
(collectively, the "Shares") of common stock, par value $.01
("Common Stock"), of Rio Hotel & Casino, Inc., a Nevada corporation
(the "Company"), owned by Austi International, Inc., a Nevada
corporation formerly known as Marnell Corrao, Inc. (the "Selling
Stockholder"), which has granted private options (the "Options")
for the Shares to certain of its employees.
The Shares will be sold by the Selling Stockholder from time
to time to holders of the Options on such terms as such persons
may elect to exercise their Options. Sales may be made directly to
other purchasers or to or through one or more underwriters, brokers
or dealers. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange (the
"NYSE") under the symbol "RHC." On February 8, 1996, the closing
price of the Common Stock was $14-3/8 per share.
Expenses, not including brokerage commissions, are estimated
to be approximately $6,623 and will be paid by the Selling
Stockholder.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR INFORMATION THAT
SHOULD BE CONSIDERED IN EVALUATING AN INVESTMENT IN THE SHARES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OF OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A
CRIMINAL OFFENSE.
NEITHER THE NEVADA GAMING COMMISSION NOR THE NEVADA STATE GAMING
CONTROL BOARD HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS OR THE INVESTMENT MERITS OF THE SECURITIES OFFERED
HEREBY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
______________
______________, 1996
2
<PAGE>
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION 3
RISK FACTORS 4
USE OF PROCEEDS 7
DETERMINATION OF OFFERING PRICE 8
SELLING STOCKHOLDER 8
PLAN OF DISTRIBUTION 8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 9
INDEMNIFICATION OF DIRECTORS AND OFFICERS 9
LEGAL MATTERS 10
EXPERTS 10
AVAILABLE INFORMATION
The Company has filed a registration statement on Form S-3,
together with any amendments thereto (the "Registration
Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Shares. This Prospectus,
which constitutes a part of the Registration Statement, omits
certain information contained in the Registration Statement and
reference is made to the Registration Statement and the exhibits
and schedules thereto for further information with respect to the
Company and the Shares offered hereby. This Prospectus contains
summaries of the material terms and provisions of certain
documents and in each instance reference is made to the copy of
such document filed as an exhibit to the Registration Statement.
Each such summary is qualified in its entirety by such reference.
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports,
proxy and information statements and other information with the
Commission. The Registration Statement (including the exhibits
and schedules thereto) and the periodic reports, proxy and
information statements and other information may be inspected and
copied at the public reference facilities of the Commission, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, as well as at the following Regional Offices: 7 World
Trade Center, 14th Floor, New York, New York 10048 and Suite
1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can be obtained from the
Commission by mail at prescribed rates. Requests should be
directed to the Commission's Public Reference Section, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Reports, proxy statements and other information concerning the
Company may also be inspected at the offices of the NYSE at 20
Broad Street, New York, New York 10005.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS
ARE AVAILABLE UPON REQUEST FROM JAMES A. BARRETT, JR., PRESIDENT,
RIO HOTEL & CASINO, INC., 3700 W. FLAMINGO ROAD, LAS VEGAS,
NEVADA 89103.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTION
13(A), 13(C), 14 OR 15(D) OF THE EXCHANGE ACT SUBSEQUENT TO THE
DATE OF THIS PROSPECTUS SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN AND TO BE A PART HEREOF FROM THE DATE OF THE
FILING OF SUCH REPORTS AND DOCUMENTS. THE COMPANY WILL PROVIDE A
COPY OF ANY AND ALL OF SUCH DOCUMENTS (EXCLUSIVE OF EXHIBITS
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
THEREIN) WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO JAMES A.
BARRETT, JR., PRESIDENT, 3700 W. FLAMINGO ROAD, LAS VEGAS, NEVADA
89103, (702) 252-7733.
3
<PAGE>
RISK FACTORS
HOLDERS OF THE OPTIONS SHOULD CAREFULLY CONSIDER THE
FOLLOWING FACTORS IN ADDITION TO THE OTHER INFORMATION SET FORTH
IN THIS PROSPECTUS BEFORE MAKING AN INVESTMENT IN THE SHARES
OFFERED HEREBY.
INDEBTEDNESS AND LIQUIDITY
The Company has significant interest expense and principal
repayment obligations under its outstanding 105/8% Senior
Subordinated Notes Due 2005 (the "Notes") and the Company's other
indebtedness. To the extent that borrowings are drawn under the
Company's $175 million revolving credit facility (the "Rio Bank
Loan"), Rio Properties, Inc. ("Rio Properties"), the Company's
principal operating subsidiary, will have significant interest
expense and principal repayment obligations thereunder, which
obligations are guaranteed by the Company. As of December 31,
1995, the Company's consolidated long-term indebtedness was
approximately $110 million and stockholders' equity was
approximately $163 million. Assuming the subsequent incurrence by
Rio Properties of the full $175 million of its available bank
borrowings under the Rio Bank Loan, the Company's consolidated
long-term indebtedness will be approximately $275 million. The
Company will be entirely dependent upon distributions from Rio
Properties to meet its interest expense and principal repayment
obligations under the Notes. The Rio Bank Loan includes covenants
significantly restricting the amount of funds which may be
advanced by Rio Properties to the Company and the amount of
principal or interest that may be repaid on any intercompany
loans, and includes a covenant requiring the Company to maintain
a certain consolidated tangible net worth which effectively
limits the amount of funds which may be distributed by Rio
Properties to the Company in the form of dividends. The Rio Bank
Loan also contains numerous financial and operating covenants,
including requirements that Rio Properties and the Company, on a
consolidated basis, satisfy certain financial ratios and maintain
certain specified levels of net worth, as well as limitations on
the incurrence of additional indebtedness. The indenture under
which the Notes were issued (the "Indenture") also contains
certain covenants, including a limitation on the incurrence of
additional Indebtedness, as defined in the Indenture; however,
the Indenture permits the Company to incur certain financing
indebtedness, up to $175 million under the Rio Bank Loan and
certain other indebtedness without satisfying the coverage ratio
contained in such covenants.
The ability of the Company to meet its debt service
requirements and the ability of Rio Properties and the Company to
comply with such covenants will be dependent upon future
performance, which is subject to financial, economic,
competitive, regulatory and other factors affecting the Company
and its subsidiaries, many of which are beyond their control.
While the Company expects that its operating cash flow will be
sufficient to cover its expenses, including interest costs, there
can be no assurance with respect thereto. If the Company is
unable to generate sufficient cash flow, it could be required to
adopt one or more alternatives, such as reducing or delaying
planned expansions or capital expenditures, selling or leasing
assets, restructuring debt or obtaining additional equity
capital. There can be no assurance that any of these alternatives
could be effected on satisfactory terms, and dependence on
alternative sources of funds could impair the Company's
competitive position and reduce its future cash flow.
CONSTRUCTION AND DEVELOPMENT RISKS
Construction projects such as the $185 million expansion
(the "Phase V Expansion") of the Company's Rio Suite Hotel &
Casino (the "Rio") and any future development projects entail
significant risks, including management's ability to control and
manage such projects effectively, shortages of materials or
skilled labor, unforeseen engineering, environmental or
geological problems, work stoppages, weather interference, floods
and unanticipated cost increases. No assurance can be given that
the budgeted costs of the Company's current and future projects
will not be exceeded or that any such projects will commence
operations within the contemplated schedules, if at all. In
addition, the scope of the licenses, permits and authorizations
required to construct and open a new facility or expand an
existing facility are extensive, and the failure to obtain such
licenses, permits and authorizations could prevent or delay the
completion of construction or opening of all or part of such
facilities, affect the design of features of the project or
increase completion costs.
4
<PAGE>
Construction on the Phase V Expansion began in September
1995, and the expansion is expected to open in the spring of
1997. Although designed to minimize business interruptions, the
Phase V Expansion will require, from time to time, portions of
the casino and parking areas to be temporarily closed and will
disrupt portions of existing hotel-casino operations to some
extent. Any significant disruption in hotel or casino operations
could have a material adverse effect on the Company's business
and results of operations. Additionally, as the Phase V Expansion
and other future expansion projects are completed, the Company
will need to hire additional qualified employees. Such additional
hiring may become more challenging for the Company due to a
potential shortage of qualified employees caused by newly opened
hotel-casinos in Las Vegas and in other jurisdictions. If
existing funds are insufficient to complete construction of the
Phase V Expansion, the Company's ability to obtain sufficient
funds will depend on future operating results of the Company and
the Company's ability to obtain funds from other sources.
However, the Notes contain significant restrictions on the
ability of the Company to incur additional indebtedness, and the
Rio Bank Loan contains restrictions on the ability of Rio
Properties to incur additional indebtedness.
Development of new facilities under the Company's master
plan will require the Company to make a substantial capital
investment and, depending on timing, may require additional debt
or equity financing. There can be no assurance that the cash flow
generated by the operations of the Company or any other new
venture will be sufficient to service any additional debt which
may be incurred in connection therewith. There can be no
assurance that additional financing can be obtained which is
acceptable to the Company. Further, there can be no assurance
that any expansion projects, including the Phase V Expansion,
will add proportionately to the Company's results of operations.
COMPETITION
Intense competition exists in the gaming industry, and many
of the Company's competitors have significantly greater resources
than the Company. The Rio faces competition from all other
casinos and hotels in the Las Vegas area, including competitors
located on the Las Vegas Strip, on the Boulder Highway and in
downtown Las Vegas. Such competition is primarily targeted toward
local residents and repeat visitors. The Company also faces
competition from non-hotel gaming facilities targeted toward
local residents. In recent months, several of the Company's
direct competitors have opened new hotel-casinos or have
commenced or completed major expansion projects, and other hotel-
casinos and expansions are planned. In addition, four new mega-
resorts on the Strip have been announced and are expected to be
completed within the next two years. Major expansions or
enhancements of existing properties or the construction of new
properties by competitors could have a material adverse effect on
the Company's business.
To a lesser extent, the Rio competes with hotel-casinos
located in the Laughlin and Reno-Lake Tahoe areas of Nevada and
in Atlantic City, New Jersey. The Company also competes with
state-sponsored lotteries, on- and off-track wagering, card
parlors, riverboat and Native American gaming ventures and other
forms of legalized gaming in the United States, as well as with
gaming on cruise ships and international gaming operations. In
addition, certain states have recently legalized, and several
other states are currently considering legalizing, casino gaming
in specific geographical areas within those states. The
development of casinos, lotteries and other forms of gaming in
other states, particularly areas close to Nevada, such as
California, could adversely affect the Company's operations.
RELIANCE ON CERTAIN MARKETS
The Rio draws a substantial number of customers from
throughout the United States, particularly California. Adverse
economic conditions could have a material adverse effect on the
Company's operating results. In addition, an increase in fuel
costs or transportation prices, a decrease in airplane seat
availability or a deterioration of relations with tour and travel
agents, as they affect travel to Las Vegas and the Company's
facilities, could materially adversely affect the Company's
results.
In addition, a significant component of the Rio's customers
are Las Vegas residents. Although management believes that the
population and economic strength of Las Vegas will continue to
grow, there can be no assurance with respect thereto.
5
<PAGE>
CONTROL BY EXISTING STOCKHOLDERS, CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Officers and directors of the Company beneficially own or
control approximately 24.9% of the outstanding Common Stock,
including 23.7% owned by Anthony A. Marnell II, Chairman of the
Board of Directors. Two other stockholders and former members of
the Board of Directors control approximately 11.2% in the
aggregate of such Common Stock. Such individuals, if acting
together, would be able to effectively elect the entire Board of
Directors as well as approve most matters submitted to the
stockholders for approval.
Anthony A. Marnell II, Chtd. ("Marnell Chartered"), an
architectural firm, and Marnell Corrao Associates, Inc. ("Marnell
Corrao"), a construction company, each of which is controlled by
Mr. Marnell, have provided and continue to provide all project
design and construction services for the Company. Potential
conflicts of interest between the Company and Marnell Chartered
or Marnell Corrao could arise (for example, if a request for a
change order is presented affecting a construction contract
price). To address such issues, the Company's Board of Directors
utilizes an Audit Committee, consisting of two non-employee
directors that, among other things, reviews and reports to the
full Board of Directors on certain issues that involve potential
conflicts of interest. Pursuant to the Indenture, any such
proposed transaction of $1 million or more must be approved by
the Independent Directors, as defined in the Indenture.
Mr. Marnell and James A. Barrett, Jr., President of the
Company, are each officers of Marnell Corrao. Mr. Marnell is an
officer of Marnell Chartered. In these capacities, Messrs.
Marnell and Barrett each devote substantial time and attention to
the affairs of these enterprises. Messrs. Marnell and Barrett are
also involved in other businesses and investments.
DEPENDENCE ON KEY PERSONNEL
Many executive responsibilities within the Company have been
assigned to a relatively small number of individuals, most of
whom have been employed by the Company for a substantial period
of time. The loss of the services of certain key individuals
could have a material adverse effect on the Company.
NEVADA GAMING REGULATIONS
The Nevada State Gaming Control Board and the Nevada Gaming
Commission ("Nevada Commission") and other local, county and
state regulatory agencies may, in compliance with certain
statutory and regulatory procedures, limit, condition, suspend or
revoke a license or approval to own the stock of the Company for
any cause deemed reasonable by such licensing agency. Substantial
fines for violations of gaming laws or regulations may be levied
against the Company and persons involved. In addition, the
Company could be subject to fines for each violation of the
gaming laws. Furthermore, a supervisor could be appointed by a
state court at the request of the Nevada Commission to operate
any nonrestricted gaming establishment operated by the Company if
the licenses held by the Company are revoked, suspended or
otherwise lapse. In such extraordinary circumstances, earnings
generated by gaming operations during a supervisor's appointment
(except for reasonable rental value) could be forfeited to the
State of Nevada. Suspension or revocation of any of the licenses
or the appointment of a supervisor by the Nevada Commission would
have a material adverse effect on the business of the Company.
REGULATORY REDEMPTION
The Nevada Commission may, in its discretion, require the
holder of any security of a corporation registered under the
Nevada Gaming Control Act and the Rules and Regulations
promulgated thereunder (collectively the "Nevada Act"), such as
the Shares, to file applications, be investigated and be found
suitable to own the security of a registered corporation. If a
beneficial holder of Shares is required by the Nevada Commission
to be found suitable, the holder shall apply for a finding of
suitability within 30 days after the Nevada Commission request.
The applicant for a finding of suitability must pay all costs of
such investigation. If the Nevada Commission determines that a
person is unsuitable to own such security, then, pursuant to the
regulations of the Nevada Commission, the registered corporation
can be sanctioned, including by the loss of its approvals, if,
without the prior approval of the Nevada Commission, it (i) pays
to
6
<PAGE>
the unsuitable person any dividend, interest, or any
distribution whatsoever, (ii) recognizes any voting rights by
such unsuitable person in connection with such securities, (iii)
pays the unsuitable person remuneration in any form or
(iv) makes any payment to the unsuitable person by way of
principal, redemption, conversion, exchange, liquidation or
similar transaction. Further, if a holder or beneficial owner of
Shares is required to be found suitable and is not found suitable
by the Nevada Commission, (i) the holder shall, upon request of
the Company, dispose of such holder's Shares within 30 days or
within the time prescribed by the Nevada Commission, whichever is
earlier, or (ii) the Company may, at its option, redeem the
holder's Shares at the lesser of (x) the principal amount
thereof, (y) the current market price or (z) the price at which
the Shares were acquired by the holder, without, in any case,
accrued and unpaid interest to the date of the finding of
unsuitability by the Nevada Commission, unless payment of such
interest is permitted by the Nevada Commission.
SHARES ELIGIBLE FOR FUTURE SALE
Of the shares of Common Stock outstanding after this
offering, 15,875,866 shares will be held by persons other than
"affiliates" of the Company and will be freely tradable without
restriction under the Securities Act. The remaining 5,307,880
shares of Common Stock outstanding are subject to the volume,
manner of sale and public information requirements of Rule 144
promulgated under the Securities Act unless registered under the
Securities Act. The Shares acquired upon exercise of options, of
which options for 142,000 Shares were exercisable at January 31,
1996, are eligible for public sale.
ISSUANCE OF PREFERRED STOCK
The Company is authorized to issue 12,500,000 shares of 8%
Cumulative Convertible Preferred Stock and 10,000,000 shares of
Class II Preferred Stock. At the date hereof, there are no
outstanding shares under either of these classes. The Company's
Board of Directors is empowered to issue one or more series of
Class II Preferred Stock with such rights, preferences,
restrictions and privileges as may be fixed by the Board of
Directors. The Class II Preferred Stock could be used by the
Company to hinder an unsolicited change in control of the
Company. The provisions of a particular series of Class II
Preferred Stock could have an adverse effect on the availability
of earnings of the Company for dividends on Common Stock and for
other corporate purposes and on amounts distributable to the
holders of Common Stock if the Company were liquidated.
ENVIRONMENTAL RISKS AND REGULATION
As is the case with any owner or operator of real property,
the Company is subject to a variety of federal, state and local
governmental regulations relating to the use, storage, discharge,
emission and disposal of hazardous materials. Failure to comply
with environmental laws could result in the imposition of severe
penalties or restrictions on operations by government agencies or
courts of law which could adversely affect operations. The
Company does not have environmental liability insurance to cover
such events.
The Company has in the past engaged in real estate
development projects and has owned several parcels of real
estate. While the Company is unaware of any significant
environmental hazard on properties it owns or has owned, in the
event of any discovery of such hazard, severe penalties,
including the costs of remediation, could be sought against the
Company.
USE OF PROCEEDS
The Shares offered hereby will be sold by the Selling
Stockholder. The Company will not receive any of the proceeds
from the sale of the Shares.
7
<PAGE>
DETERMINATION OF OFFERING PRICE
The Shares will be sold by the Selling Stockholder from time
to time to holders of the Options at an exercise price of $2.50
per share on such terms as are required to exercise their Options.
SELLING STOCKHOLDER
The Shares which are being offered or which may be offered
by this Prospectus consist of 142,000 shares of Common Stock
owned by the Selling Stockholder. The Selling Stockholder has
privately granted the Options to purchase the Shares to certain
of its employees ("Participants").
<TABLE>
<CAPTION>
Shares Owned After
Offering1
Name Shares Amount Percent of
Beneficially Class
Owned
<S> <C> <C> <C>
Austi International, Inc. 2,035,051 1,893,051 8.9%
</TABLE>
The names of the Participants and the number of shares of
Common Stock subject to such Participant's Options are described
as follows:
<TABLE>
<CAPTION>
Participants Number of Shares
<S> <C>
Perry Eiman 30,000 shares
Jon Sparer 20,000 shares
Mike Smith 30,000 shares
Pat Gardner 10,000 shares
Meredith Ellis 10,000 shares
JoAnne McCauley 7,000 shares
Bill Moss 10,000 shares
Jay Peterson 10,000 shares
Charles Dennis 15,000 shares
1Assumes the exercise by Participants of Options resulting in the
sale of all of the 142,000 Shares being offered as if such
exercise occurred on or before December 31, 1995.
</TABLE>
The Selling Stockholder is a corporation controlled by
Anthony A. Marnell II, Chairman of the Board and Chief Executive
Officer of the Company and, through a formerly owned subsidiary,
has provided construction services to the Company for various
expansion projects. Mr. Marnell and James A. Barrett, Jr.,
President of the Company, are officers of the Selling
Stockholder. The Participants listed above have been or
currently are employees of Mr. Marnell's construction and
architecture firms.
PLAN OF DISTRIBUTION
The Shares offered by this Prospectus are being sold for the
account of the Selling Stockholder.
Under the Exchange Act and the regulations thereto, any
person engaged in a distribution of the Shares offered by this
Prospectus may not simultaneously engage in market making
activities with respect to the Common Stock of the Company during
the applicable "cooling off" periods prior to the commencement of
such distribution. In addition, and without limiting the
foregoing, the Selling Stockholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder including, without limitation, Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of
Common Stock by the Selling Stockholder.
8
<PAGE>
The Shares offered by the Selling Stockholder will be sold
from time to time pursuant to the privately granted Options at
such times as the holders of the Options may elect to exercise
their Options. There will be no payment by the Selling
Stockholder of any underwriting discounts or commissions.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference, the following
documents filed with the Commission under the Exchange Act:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1994; the Company's Reports on Form
10-Q for the periods ended March 31, 1995, June 30,
1995 and September 30, 1995; and the Company's Reports
on Form 8-K dated July 18, 1995 and September 15, 1995;
and
(b) All documents and reports subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus,
shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date
of filing of such documents or reports.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded, except
as so modified or superseded, shall not be deemed to constitute a
part of this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written
or oral request of such person, a copy of any or all of the
documents incorporated herein by reference, other than exhibits
to such documents unless they are specifically incorporated by
reference into such documents. Requests for such copies should
be directed to: James A. Barrett, Jr., President, Rio Hotel &
Casino, Inc., 3700 West Flamingo Road, Las Vegas, Nevada 89103,
(702) 252-7733.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of Chapter 78 of the Nevada Revised Statutes
and Article XII of the Company's Articles of Incorporation
contain provisions for indemnification of officers, directors,
employees and agents of the Company. The Articles of
Incorporation require the Company to indemnify such persons to
the full extent permitted by Nevada law. Each person will be
indemnified in any proceeding if he acted in good faith and in a
manner which he reasonably believed to be in, or not opposed to,
the best interest of the Company. Indemnification would cover
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement.
The Company's Articles of Incorporation and Bylaws also
provide that the Company's Board of Directors may cause the
Company to purchase and maintain insurance on behalf of any
present or past director or officer insuring against any
liability asserted against such person incurred in the capacity
of director or officer or arising out of such status, whether or
not the Company would have the power to indemnify such person.
The Company presently has directors' and officers' liability
insurance in effect.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and the
persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore
unenforceable.
9
<PAGE>
LEGAL MATTERS
Certain legal matters with regard to the validity of the
Shares offered hereby will be passed upon for the Company by
Kummer Kaempfer Bonner & Renshaw, Las Vegas, Nevada.
EXPERTS
The consolidated financial statements and schedule
incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses set forth below will be borne
entirely by the Selling Stockholder.
<TABLE>
<CAPTION>
Item Amount
<S> <C>
SEC Registration Fee $ 123
Blue Sky Filing Fees and Expenses 0
Legal Fees and Expenses 5,000
Accounting Fees and Expenses 1,500
Miscellaneous 0
Total $ 6,623
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of Chapter 78 of the Nevada Revised Statutes
and Article XII of the Company's Articles of Incorporation
contain provisions for indemnification of officers, directors,
employees and agents of the Company. The Articles of
Incorporation require the Company to indemnify such persons to
the full extent permitted by Nevada law. Each person will be
indemnified in any proceeding if he acted in good faith and in a
manner which he reasonably believed to be in, or not opposed to,
the best interest of the Company. Indemnification would cover
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement.
The Company's Articles of Incorporation and Bylaws also
provide that the Company's Board of Directors may cause the
Company to purchase and maintain insurance on behalf of any
present or past director or officer insuring against any
liability asserted against such person incurred in the capacity
of director or officer or arising out of such status, whether or
not the Company would have the power to indemnify such person.
The Company presently has directors' and officers' liability
insurance in effect.
ITEM 16. EXHIBITS
Number Exhibit Description
4.01 Amended and Restated Articles of Incorporation of Rio
Hotel & Casino, Inc. filed July 19, 1994, are
incorporated herein by reference from the Company's (SEC
File No. 0-13760) Report on Form 10-Q for the Quarter
Ended June 30, 1994, Part II, Item 6(a), Exhibit 4.01.
4.02 Amended and Restated Bylaws of Rio Hotel & Casino, Inc.,
certified March 3, 1993, are incorporated herein by
reference from the Company's (SEC File No. 0-13760)
Report on Form 10-K for the Year Ended December 31,
1992, Part IV, Item 14, Exhibit 4.02.
4.03 Specimen common stock certificate for the common stock
of Rio Hotel & Casino, Inc.
4.04 Agreement and Plan of Exchange by and between Rio
Hotel & Casino, Inc., a Nevada corporation, and Rio
Properties, Inc., a Nevada corporation, dated August 14,
1992, is incorporated herein by reference from the
Company's (SEC File No. 33-51092) Registration Statement
on Form S-3 filed on August 24, 1992, Part II, Item 16,
Exhibit 2.01.
4.05 Form of Subscription and Exchange Agreement between Rio
Properties, Inc., MarCor Resorts, Inc., and
II-1
<PAGE>
subscriber is incorporated herein by reference from the
Company's (SEC File No. 33-51092) Registration Statement
on Form S-3 filed on August 24, 1992, Part II, Item 16,
Exhibit 2.02.
4.06 Rio Hotel & Casino, Inc. Non-Statutory Stock Option
Plan, as amended September 5, 1991, as amended
February 28, 1992 (to reflect change in Company name)
and as amended June 22, 1993, is incorporated herein by
reference from the Company's (SEC File No. 33-38752)
Registration Statement on Form S-8 filed on October 5,
1993, Part II, Item 8, Exhibit 4.04.
4.07 Rio Hotel & Casino, Inc. Directors' Stock Option Plan As
Amended February 28, 1992 (to reflect change in Company
name only) is incorporated herein by reference from the
Company's (SEC File No. 2-88147) Report on Form 10-K for
the Year Ended December 31, 1991, Part IV, Item 14(c),
Exhibit 4.07.
4.08 Rio Suite Hotel & Casino Employee Retirement Savings
Plan Trust Agreement dated February 11, 1991; First
Amendment to the Rio Suite Hotel & Casino Employee
Retirement Savings Plan dated March 20, 1992, effective
April 1, 1992; Second Amendment to the Rio Suite Hotel &
Casino Employee Retirement Savings Plan dated March 20,
1992, effective April 1, 1992; Third Amendment to the
Rio Suite Hotel & Casino Employee Retirement Savings
Plan dated December 14, 1992, effective August 15, 1992,
and Rio Suite Hotel & Casino Employee Retirement Savings
Plan, Participant Loan Program dated March 19, 1992 are
incorporated herein by reference from the Company's (SEC
File No. 33-56860) Registration Statement on Form S-8
filed January 8, 1993, Part II, Item 8, Exhibit 4.11;
Rio Suite Hotel & Casino Employment Retirement Savings
Plan dated February 21, 1991 is incorporated herein by
reference from the Company's (SEC File No. 33-56860)
Registration Statement on Form S-8 filed February 3,
1993, Part II, Item 8, Exhibit 4.11; Fourth Amendment to
the Rio Suite Hotel & Casino Employee Retirement Savings
Plan dated April 30, 1993, effective July 1, 1993; Fifth
Amendment to the Rio Suite Hotel & Casino Employee
Retirement Savings Plan dated August 17, 1993, effective
July 1, 1993; Sixth Amendment to the Rio Suite Hotel &
Casino Employee Retirement Savings Plan dated October
27, 1993, effective October 25, 1993; Seventh Amendment
to the Rio Suite Hotel & Casino Employee Retirement
Savings Plan Trust Agreement dated and effective
December 16, 1993; and Eighth Amendment to the Rio Suite
Hotel & Casino Employee Retirement Savings Plan dated
May 3, 1994, effective May 1, 1994 are incorporated
herein by reference from the Company's (SEC File No. 0-
13760) Report on Form 10-Q for the Quarter Ended June
30, 1994, Part II, Item 6(a), Exhibit 4.03; Ninth
Amendment to the Rio Suite Hotel & Casino Employee
Retirement Savings Plan dated August 26, 1994, effective
August 25, 1994; Tenth Amendment to the Rio Suite Hotel
& Casino Employee Retirement Savings Plan dated and
effective January 1, 1995; and Eleventh Amendment to the
Rio Suite Hotel & Casino Employee Retirement Savings
Plan dated and effective January 12, 1995 are
incorporated herein by reference from the Company's (SEC
File No. 0-13760) Report on Form 10-K for the Year Ended
December 31, 1994, Part IV, Item 14(c), Exhibit 4.08.
4.09 Rio Hotel & Casino, Inc. 1995 Long-Term Incentive Plan,
as adopted January 16, 1995 is incorporated herein by
reference from the Company's (SEC File No. 0-13760)
Report on Form 10-K for the Year Ended December 31,
1994, Part IV, Item 14(c), Exhibit 4.09.
4.10 Credit Agreement among Bank of America National Trust
and Savings Association, as agent for itself and other
financial institutions, as Lenders, and Rio Properties,
Inc., as Borrower, dated July 15, 1993; Line A Note
executed by Rio Properties, Inc., as Borrower, in favor
of Bank of America National Trust and Savings
Association, in the amount of $9,692,307.70 dated July
15, 1993; Line A Note executed by Rio Properties, Inc.,
as Borrower, in favor of Bank of America Nevada, in the
amount of $3,230,769.23, dated July 15, 1993; Line A
Note executed by Rio Properties, Inc., as Borrower, in
favor of Societe Generale, in the amount of
$6,461,538.46, dated July 15, 1993; Line A Note executed
by Rio
II-2
<PAGE>
Properties, Inc., as Borrower, in favor of NBD Bank,
N.A., in the amount of $6,461,538.46, dated July
15, 1993; Line A Note executed by Rio Properties, Inc.,
as Borrower, in favor of First Security Bank of Idaho,
N.A., in the amount of $6,461,538.46, dated July 15,
1993; Line A Note executed by Rio Properties, Inc., as
Borrower, in favor of First Interstate Bank of Nevada,
N.A., in the amount of $6,461,538.46, dated July 15,
1993; Line A Note executed by Rio Properties, Inc., as
Borrower, in favor of U.S. Bank of Nevada, in the amount
of $3,230,769.23, dated July 15, 1993; Line B Note
executed by Rio Properties, Inc., as Borrower, in favor
of Bank of America National Trust and Savings
Association, in the amount of $5,307,692.30 dated July
15, 1993; Line B Note executed by Rio Properties, Inc.,
as Borrower, in favor of Bank of America Nevada, in the
amount of $1,769,230.77, dated July 15, 1993; Line B
Note executed by Rio Properties, Inc., as Borrower, in
favor of First Interstate Bank of Nevada, N.A., in the
amount of $3,538,461.54, dated July 15, 1993; Line B
Note executed by Rio Properties, Inc., as Borrower, in
favor of First Security Bank of Idaho, N.A., in the
amount of $3,538,461.54, dated July 15, 1993; Line B
Note executed by Rio Properties, Inc., as Borrower, in
favor of NBD Bank, N.A., in the amount of $3,538,461.54,
dated July 15, 1993; Line B Note executed by Rio
Properties, Inc., as Borrower, in favor of Societe
Generale, in the amount of $3,538,461.54, dated July 15,
1993; Line B Note executed by Rio Properties, Inc., as
Borrower, in favor of U.S. Bank of Nevada, in the amount
of $1,769,230.77, dated July 15, 1993; Revolving Note
executed by Rio Properties, Inc., as Borrower, in favor
of Bank of America National Trust and Savings
Association, in the amount of $15,000,000, dated July
15, 1993; Revolving Note executed by Rio Properties,
Inc., as Borrower, in favor of Bank of America Nevada,
in the amount of $5,000,000, dated July 15, 1993;
Revolving Note executed by Rio Properties, Inc., as
Borrower, in favor of First Interstate Bank of Nevada,
N.A., in the amount of $10,000,000, dated July 15, 1993;
Revolving Note executed by Rio Properties, Inc., as
Borrower, in favor of First Interstate Bank of Idaho,
N.A., in the amount of $10,000,000, dated July 15, 1993;
Revolving Note executed by Rio Properties, Inc., as
Borrower, in favor of NBD Bank, N.A., in the amount of
$10,000,000, dated July 15, 1993; Revolving Note
executed by Rio Properties, Inc., as Borrower, in favor
of Societe Generale, in the amount of $10,000,000, dated
July 15, 1993; Revolving Note executed by Rio
Properties, Inc., as Borrower, in favor of U.S. Bank of
Nevada, in the amount of $5,000,000, dated July 15,
1993; Security Agreement executed by Rio Properties,
Inc., as Debtor, in favor of Bank of America National
Trust and Savings Association, as agent for itself and
other financial institutions, as Secured Party, dated
July 15, 1993; Construction Deed of Trust With
Assignment of Rents and Fixture Filing among Rio
Properties, Inc., as Trustor, Equitable Deed Company, as
Trustee, and Bank of America National Trust and Savings
Association, as agent for itself and the other financial
institutions, as Beneficiary, dated July 15, 1993;
Unsecured Indemnity Agreement executed by Rio
Properties, Inc., as Indemnitor, in favor of Bank of
America National Trust and Savings Association, as agent
for itself and other financial institutions, dated July
15, 1993; Guaranty executed by Rio Hotel & Casino, Inc.,
as Guarantor, in favor of Bank of America National Trust
and Savings Association, as agent for itself and other
financial institutions, as Guaranteed Parties, dated
July 15, 1993; and, Parent Guarantor Security Agreement
by Rio Hotel & Casino, Inc., as Debtor, in favor of Bank
of America National Trust and Savings Association, as
agent for itself and other financial institutions, as
Secured Party, dated July 15, 1993 are incorporated by
reference from the Company's (SEC File No. 2-88147)
Report on Form 8-K dated July 15, 1993, Item 7(c),
Exhibit 28.01; First Amendment to Credit Agreement dated
as of October 25, 1993 and Second Amendment and Waiver
to Credit Agreement dated as of November 8, 1993 among
Rio Properties, Inc., Bank of America National Trust and
Savings Association, Bank of America Nevada, First
Interstate Bank of Nevada, First Security Bank of Idaho,
N.A., NBD Bank, N.A., Societe Generale, and U.S. Bank of
Nevada are incorporated by reference from the Company's
(SEC File No. 0-13760) Report on Form 10-K for the Year
Ended December 31, 1993, Part IV, Item 14(c), Exhibit
4.09.
4.11 Third Amendment to Credit Agreement dated as of April
15, 1994 among Rio Properties, Inc., Bank of America
National Trust and Savings Association, as Agent and as
a Bank, Bank of America, Nevada, First Interstate Bank
of Nevada, First Security Bank of Idaho, N.A, NBD Bank,
N.A., Societe Generale, and U.S. Bank of Nevada;
Memorandum of Amendments to Credit Agreement and
Amendment to Construction Deed of Trust with Assignment
of Rents and Fixture Filing dated as of May 9, 1994 by
Rio Properties, Inc. and Bank of America National Trust
and Savings Association are incorporated herein by
reference from the Company's (SEC File No. 0-13760)
Report on Form 10-Q for the Quarter Ended June 30, 1994,
Part II, Item 6(a), Exhibit No. 4.02; and Fourth
Amendment to Credit Agreement among Rio Properties,
Inc., as Borrower, and Bank of America National Trust
and Savings Association, First Interstate Bank of
Nevada, First Security Bank of Idaho, N.A., NBD Bank,
N.A., Societe Generale, Bank of America, Nevada, U.S.
II-3
<PAGE>
Bank of Nevada, Bank of Scotland and Midlantic Bank,
N.A., as Lenders; and Second Memorandum of Amendment to
Credit Agreement and Amendment to Construction Deed of
Trust with Assignment of Rents and Fixture Filing
between Borrower and Bank of America National Trust and
Savings Association, as agent for Lenders, dated
December 16, 1994 are incorporated herein by reference
from the Company's (SEC File No. 0-13760) Report on Form
8-K dated December 16, 1994, Item 7(c), Exhibit 10.01;
Fifth Amendment to Credit Agreement dated as of March
20, 1995, among Rio Properties, Inc., Bank of America
National Trust and Savings Association, as Agent and as
a Bank, First Interstate Bank of Nevada, First Security
Bank of Idaho, N.A., NBD Bank, N.A., Societe Generale,
Bank of America Nevada, U.S. Bank of Nevada, Bank of
Scotland and Midlantic Bank, N.A., as Banks, is
incorporated herein by reference from the Company's (SEC
File No. 0-13760) Report on Form 10-K for the Year Ended
December 31, 1994, Part IV, Item 14(c), Exhibit 10.09;
Sixth Amendment to Credit Agreement dated as of July 31,
1995 among Rio Properties, Inc., Bank of America
National Trust and Savings Association, as Agent and as
a Bank, and First Interstate Bank of Nevada, First
Security Bank of Idaho, N.A., NBD Bank, N.A., Societe
Generale, Bank of America Nevada, U.S. Bank of Nevada,
Bank of Scotland, Midlantic Bank, N.A., and Bank of
Hawaii, as Banks is incorporated herein by reference
from the Company's (SEC File No. 0-13760) Report on Form
8-K dated September 15, 1995, Item 7(c), Exhibit 4.01.
4.12 Indenture dated as of July 21, 1995, among Rio Hotel &
Casino, Inc., Rio Properties, Inc. and IBJ Schroder Bank
& Trust Company for the Company's 105/8% Senior
Subordinated Notes Due 2005 is incorporated herein by
reference from the Company's (SEC File No. 0-13760)
Report on Form 8-K dated July 18, 1995, Item 7(c),
Exhibit 4.3.
4.13 Registration Agreement dated July 18, 1995 by Rio Hotel
& Casino, Inc. and accepted July 18, 1995 by Salomon
Brothers Inc. and Montgomery Securities is incorporated
herein by reference from the Company's (SEC File No. 0-
13760) Report on Form 8-K dated July 18, 1995, Item
7(c), Exhibit 4.2.
4.14 Form of Letter of Transmittal to IBJ Schroder Bank &
Trust Company as Exchange Agent for exchange of 105/8%
Senior Subordinated Notes Due 2005 is incorporated
herein by reference from the Company's (SEC File No. 33-
62163) Registration Statement on Form S-4 filed August
28, 1995, Part II, Item 21(a), Exhibit 4.14.
4.15 Form of Stock Option Agreement issued to certain
employees of Marnell Corrao, Inc.
5.01 Opinion and Consent of Kummer Kaempfer Bonner & Renshaw
as to the legality of the securities being registered.
10.01 Agreement by and among MarCor Resorts Inc., Marnell
Corrao, Inc., Marnell Corrao Associates, Inc., MarCor
Partnership, The Anthony A. Marnell II Revocable Living
Trust dated June 16, 1982, Anthony A. Marnell II, Sandra
J. Marnell, Barrett Family Revocable Living Trust dated
December 18, 1981, James A. Barrett, Jr. and Maureen M.
Barrett dated February 22, 1989, is incorporated herein
by reference from the Company's (SEC File No. 0-13760)
Annual Report on Form 10-K for the Year Ended December
31, 1994, Part IV, Item 14(c), Exhibit 10.01; First
Amendment to Agreement dated October 25, 1993 by and
among Rio Hotel & Casino, Inc., and Marnell Corrao,
Inc., Marnell Corrao Associates, Inc., MarCor
Partnership, Anthony A. Marnell II, Barrett Family
Revocable Living Trust dated December 18, 1981, James A.
Barrett, Jr. and Maureen M. Barrett incorporated herein
by reference from the Company's (SEC File No. 0-13760)
Report on Form 10-K for the Year Ended December 31,
1993, Part IV, Item 14(c), Exhibit 10.01
10.02 Interest Rate Swap Agreement dated as of July 28, 1993
between Rio Properties, Inc. and Bank of America
National Trust and Savings Association is incorporated
herein by reference from the Company's (SEC File No. 0-
13760) Report on Form 10-K for the Year Ended December
31, 1993, Part IV, Item 14(c), Exhibit 10.11.
II-4
<PAGE>
10.03 Architectural Agreement entered into as of February 25,
1994 between Rio Hotel & Casino, Inc., as Owner, and
Anthony A. Marnell II, Chartered, as Architect, is
incorporated herein by reference from the Company's (SEC
File No. 0-13760), Report on Form 10-K for the Year
Ended December 31, 1993, Part IV, Item 14(c), Exhibit
10.12.
10.04 Building Contract entered into as of February 25, 1994
between Marnell Corrao Associates, Inc., as General
Contractor, and Rio Properties, Inc., as Owner, is
incorporated herein by reference from the Company's (SEC
File No. 0-13760) Report on Form 10-K for the Year Ended
December 31, 1993, Part IV, Item 14(c), Exhibit 10.13.
10.05 Architectural Agreement entered into as of February 9,
1995 between Rio Hotel & Casino, Inc., as Owner, and
Anthony A. Marnell, Chartered, as Architect, is
incorporated herein by reference from the Company's (SEC
File No. 0-13760) Annual Report on Form 10-K for the
Year Ended December 31, 1994, Part IV, Item 14(c),
Exhibit 10.08.
10.06 Building Contract entered into as of February 27, 1995
between Marnell Corrao Associates, Inc., as General
Contractor, and Rio Properties, Inc., as Owner, is
incorporated herein by reference from the Company's (SEC
File No. 0-13760) Annual Report on Form 10-K for the
Year Ended December 31, 1994, Part IV, Item 14(c),
Exhibit 10.09.
10.07 Real Estate Purchase and Sale Agreement entered into as
of January 25, 1995 between Focus 2000, Inc., as Seller,
and Rio Properties, Inc., as Buyer, is incorporated
herein by reference from the Company's (SEC File No. 0-
13760) Annual Report on Form 10-K for the Year Ended
December 31, 1994, Part IV, Item 14(c), Exhibit 10.10.
10.08 Exchange Agreement entered into as of January 6, 1995
between Allied Building Materials, Cinderlane, Inc., and
Rio Hotel & Casino, Inc. is incorporated herein by
reference from the Company's (SEC File No. 0-13760)
Annual Report on Form 10-K for the Year Ended December
31, 1994, Part IV, Item 14(c), Exhibit 10.11.
10.09 Letter Agreement regarding Rate Cap Transaction dated
August 11, 1994 between Bank of America National Trust
and Savings Association and Rio Properties, Inc. is
incorporated herein by reference from the Company's (SEC
File No. 0-13760) Annual Report on Form 10-K for the
Year Ended December 31, 1994, Part IV, Item 14(c),
Exhibit 10.12.
10.10 Architectural Agreement entered into as of July 27, 1995
between Rio Hotel & Casino, Inc., as Owner, and Anthony
A. Marnell II, Chtd., as Architect.
10.11 Building Contract entered into as of August 14, 1995 by
and between Marnell Corrao Associates, Inc., as General
Contractor, and Rio Properties, Inc., as Owner.
23.01 Consent of Kummer Kaempfer Bonner & Renshaw is contained
in Exhibit 5.01
23.02 Consent of Arthur Andersen LLP.
24.01 Power of Attorney concerning Rio Hotel & Casino, Inc. is
included on p. II-7.
II-5
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the Prospectus, to each person to whom
the Prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
Prospectus and furnished to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the
Prospectus, to deliver, or cause to be delivered to each person
to whom the Prospectus is sent or given, the last quarterly
report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of Las Vegas, State of Nevada, on January 25, 1996.
RIO HOTEL & CASINO, INC.
/s/ James A. Barrett, Jr.
James A. Barrett, Jr.
President, Chief Operating Officer
and Director
The undersigned Directors and Officers of Rio Hotel &
Casino, Inc. hereby appoint James A. Barrett, Jr. or Roger M.
Szepelak as attorney-in-fact for the undersigned, with full
power of substitution, for and in the name, place and stead of
the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all
amendments (including post-effective amendments) and exhibits to
this Registration Statement and any and all applications and
other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform
any and all acts and things whatsoever requisite and necessary or
desirable, hereby ratifying and confirming all that said attorney-
in-fact, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Anthony A. Marnell II Chairman of the Board of January 25, 1996
Anthony A. Marnell II Directors and Chief
Executive Officer
(Principal Executive
Officer)
/s/ James A. Barrett, Jr. President, Chief January 25, 1996
James A. Barrett, Jr. Operating Officer and
Director
/s/ Roger M. Szepelak Treasurer and Chief January 25, 1996
Roger M. Szepelak Financial Officer
(Principal Financial and
Accounting Officer)
/s/ John A. Stuart Director January 25, 1996
John A. Stuart
/s/ Thomas Y. Hartley Director January 25, 1996
Thomas Y. Hartley
/s/ Peter M. Thomas Director January 25, 1996
Peter M. Thomas
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Number Exhibit Description Page
<C> <S>
4.01 Amended and Restated Articles of Incorporation of Rio
Hotel & Casino, Inc. filed July 19, 1994, are
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Report on Form 10-Q for the
Quarter Ended June 30, 1994, Part II, Item 6(a),
Exhibit 4.01.
4.02 Amended and Restated Bylaws of Rio Hotel & Casino,
Inc., certified March 3, 1993, are incorporated herein
by reference from the Company's (SEC File No. 0-13760)
Report on Form 10-K for the Year Ended December 31,
1992, Part IV, Item 14, Exhibit 4.02.
4.03 Specimen common stock certificate for the common stock 23
of Rio Hotel & Casino, Inc.
4.04 Agreement and Plan of Exchange by and between Rio
Hotel & Casino, Inc., a Nevada corporation, and Rio
Properties, Inc., a Nevada corporation, dated
August 14, 1992, is incorporated herein by reference
from the Company's (SEC File No. 33-51092)
Registration Statement on Form S-3 filed on August 24,
1992, Part II, Item 16, Exhibit 2.01.
4.05 Form of Subscription and Exchange Agreement between
Rio Properties, Inc., MarCor Resorts, Inc., and
subscriber is incorporated herein by reference from
the Company's (SEC File No. 33-51092) Registration
Statement on Form S-3 filed on August 24, 1992,
Part II, Item 16, Exhibit 2.02.
4.06 Rio Hotel & Casino, Inc. Non-Statutory Stock Option
Plan, as amended September 5, 1991, as amended
February 28, 1992 (to reflect change in Company name)
and as amended June 22, 1993, is incorporated herein
by reference from the Company's (SEC File No.
33-38752) Registration Statement on Form S-8 filed on
October 5, 1993, Part II, Item 8, Exhibit 4.04.
4.07 Rio Hotel & Casino, Inc. Directors' Stock Option Plan
As Amended February 28, 1992 (to reflect change in
Company name only) is incorporated herein by reference
from the Company's (SEC File No. 2-88147) Report on
Form 10-K for the Year Ended December 31, 1991,
Part IV, Item 14(c), Exhibit 4.07.
4.08 Rio Suite Hotel & Casino Employee Retirement Savings
Plan Trust Agreement dated February 11, 1991; First
Amendment to the Rio Suite Hotel & Casino Employee
Retirement Savings Plan dated March 20, 1992,
effective April 1, 1992; Second Amendment to the Rio
Suite Hotel & Casino Employee Retirement Savings Plan
dated March 20, 1992, effective April 1, 1992; Third
Amendment to the Rio Suite Hotel & Casino Employee
Retirement Savings Plan dated December 14, 1992,
effective August 15, 1992, and Rio Suite Hotel &
Casino Employee Retirement Savings Plan, Participant
Loan Program dated March 19, 1992 are incorporated
herein by reference from the Company's (SEC File No.
33-56860) Registration Statement on Form S-8, filed
January 8, 1993, Part II, Item 8, Exhibit 4.11; Rio
Suite Hotel & Casino Employment Retirement Savings
Plan dated February 21, 1991 is incorporated herein by
reference from the Company's (SEC File No. 33-56860)
Registration Statement on Form S-8 filed February 3,
1993, Part II, Item 8, Exhibit 4.11; Fourth Amendment
to the Rio Suite Hotel & Casino Employee Retirement
Savings Plan dated April 30, 1993, effective July 1,
1993; Fifth Amendment to the Rio Suite Hotel & Casino
Employee Retirement Savings Plan dated August 17,
1993, effective July 1, 1993; Sixth Amendment to the
Rio Suite Hotel & Casino Employee Retirement Savings
Plan dated October 27, 1993, effective October 25,
1993; Seventh Amendment to the Rio Suite Hotel &
Casino Employee Retirement Savings Plan Trust
Agreement dated and effective December 16, 1993; and
Eighth Amendment to the Rio Suite Hotel & Casino
Employee Retirement Savings Plan dated May 3, 1994,
effective May 1, 1994 are incorporated herein by
reference from the Company's (SEC File No. 0-13760)
Report on Form 10-Q for the Quarter Ended June 30,
1994, Part II, Item 6(a), Exhibit 4.03; Ninth
Amendment to the Rio Suite Hotel & Casino Employee
Retirement Savings Plan dated August 26, 1994,
effective August 25, 1994; Tenth Amendment to the Rio
Suite Hotel & Casino Employee Retirement Savings Plan
dated and
18
<PAGE>
effective January 1, 1995; and Eleventh Amendment to
the Rio Suite Hotel & Casino Employee Retirement
Savings Plan dated and effective January 12, 1995 are
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Report on Form 10-K for the
Year Ended December 31, 1994, Part IV, Item 14(c),
Exhibit 4.08.
4.09 Rio Hotel & Casino, Inc. 1995 Long-Term Incentive
Plan, as adopted January 16, 1995 is incorporated
herein by reference from the Company's (SEC File No. 0-
13760) Report on Form 10-K for the Year Ended December
31, 1994, Part IV, Item 14(c), Exhibit 4.09.
4.10 Credit Agreement among Bank of America National Trust
and Savings Association, as agent for itself and other
financial institutions, as Lenders, and Rio
Properties, Inc., as Borrower, dated July 15, 1993;
Line A Note executed by Rio Properties, Inc., as
Borrower, in favor of Bank of America National Trust
and Savings Association, in the amount of
$9,692,307.70 dated July 15, 1993; Line A Note
executed by Rio Properties, Inc., as Borrower, in
favor of Bank of America Nevada, in the amount of
$3,230,769.23, dated July 15, 1993; Line A Note
executed by Rio Properties, Inc., as Borrower, in
favor of Societe Generale, in the amount of
$6,461,538.46, dated July 15, 1993; Line A Note
executed by Rio Properties, Inc., as Borrower, in
favor of NBD Bank, N.A., in the amount of
$6,461,538.46, dated July 15, 1993; Line A Note
executed by Rio Properties, Inc., as Borrower, in
favor of First Security Bank of Idaho, N.A., in the
amount of $6,461,538.46, dated July 15, 1993; Line A
Note executed by Rio Properties, Inc., as Borrower, in
favor of First Interstate Bank of Nevada, N.A., in the
amount of $6,461,538.46, dated July 15, 1993; Line A
Note executed by Rio Properties, Inc., as Borrower, in
favor of U.S. Bank of Nevada, in the amount of
$3,230,769.23, dated July 15, 1993; Line B Note
executed by Rio Properties, Inc., as Borrower, in
favor of Bank of America National Trust and Savings
Association, in the amount of $5,307,692.30 dated July
15, 1993; Line B Note executed by Rio Properties,
Inc., as Borrower, in favor of Bank of America Nevada,
in the amount of $1,769,230.77, dated July 15, 1993;
Line B Note executed by Rio Properties, Inc., as
Borrower, in favor of First Interstate Bank of Nevada,
N.A., in the amount of $3,538,461.54, dated July 15,
1993; Line B Note executed by Rio Properties, Inc., as
Borrower, in favor of First Security Bank of Idaho,
N.A., in the amount of $3,538,461.54, dated July 15,
1993; Line B Note executed by Rio Properties, Inc., as
Borrower, in favor of NBD Bank, N.A., in the amount of
$3,538,461.54, dated July 15, 1993; Line B Note
executed by Rio Properties, Inc., as Borrower, in
favor of Societe Generale, in the amount of
$3,538,461.54, dated July 15, 1993; Line B Note
executed by Rio Properties, Inc., as Borrower, in
favor of U.S. Bank of Nevada, in the amount of
$1,769,230.77, dated July 15, 1993; Revolving Note
executed by Rio Properties, Inc., as Borrower, in
favor of Bank of America National Trust and Savings
Association, in the amount of $15,000,000, dated July
15, 1993; Revolving Note executed by Rio Properties,
Inc., as Borrower, in favor of Bank of America Nevada,
in the amount of $5,000,000, dated July 15, 1993;
Revolving Note executed by Rio Properties, Inc., as
Borrower, in favor of First Interstate Bank of Nevada,
N.A., in the amount of $10,000,000, dated July 15,
1993; Revolving Note executed by Rio Properties, Inc.,
as Borrower, in favor of First Interstate Bank of
Idaho, N.A., in the amount of $10,000,000, dated July
15, 1993; Revolving Note executed by Rio Properties,
Inc., as Borrower, in favor of NBD Bank, N.A., in the
amount of $10,000,000, dated July 15, 1993; Revolving
Note executed by Rio Properties, Inc., as Borrower, in
favor of Societe Generale, in the amount of
$10,000,000, dated July 15, 1993; Revolving Note
executed by Rio Properties, Inc., as Borrower, in
favor of U.S. Bank of Nevada, in the amount of
$5,000,000, dated July 15, 1993; Security Agreement
executed by Rio Properties, Inc., as Debtor, in favor
of Bank of America National Trust and Savings
Association, as agent for itself and other financial
institutions, as Secured Party, dated July 15, 1993;
Construction Deed of Trust With Assignment of Rents
and Fixture Filing among Rio Properties, Inc., as
Trustor, Equitable Deed Company, as Trustee, and Bank
of America National Trust and Savings Association, as
agent for itself and the other financial institutions,
as Beneficiary, dated July 15, 1993; Unsecured
Indemnity Agreement executed by Rio Properties, Inc.,
as Indemnitor, in favor of Bank of America National
Trust and Savings Association, as agent for itself and
other financial institutions, dated July 15, 1993;
Guaranty executed by Rio Hotel & Casino, Inc., as
Guarantor, in favor of Bank of America National Trust
and Savings Association, as agent for itself and other
financial institutions, as Guaranteed Parties, dated
July 15, 1993; and, Parent
19
<PAGE>
Guarantor Security Agreement by Rio Hotel & Casino,
Inc., as Debtor, in favor of Bank of America
National Trust and Savings Association, as agent for
itself and other financial institutions, as Secured
Party, dated July 15, 1993 are incorporated by
reference from the Company's (SEC File No. 2-88147)
Report on Form 8-K dated July 15, 1993, Item 7(c),
Exhibit 28.01; First Amendment to Credit Agreement
dated as of October 25, 1993 and Second Amendment and
Waiver to Credit Agreement dated as of November 8,
1993 among Rio Properties, Inc., Bank of America
National Trust and Savings Association, Bank of
America Nevada, First Interstate Bank of Nevada,
First Security Bank of Idaho, N.A., NBD Bank, N.A.,
Societe Generale, and U.S. Bank of Nevada are
incorporated by reference from the Company's (SEC
File No. 0-13760) Report on Form 10-K for the Year
Ended December 31, 1993, Part IV, Item 14(c), Exhibit
4.09.
4.11 Third Amendment to Credit Agreement dated as of April
15, 1994 among Rio Properties, Inc., Bank of America
National Trust and Savings Association, as Agent and
as a Bank, Bank of America, Nevada, First Interstate
Bank of Nevada, First Security Bank of Idaho, N.A, NBD
Bank, N.A., Societe Generale, and U.S. Bank of Nevada;
Memorandum of Amendments to Credit Agreement and
Amendment to Construction Deed of Trust with
Assignment of Rents and Fixture Filing dated as of May
9, 1994 by Rio Properties, Inc. and Bank of America
National Trust and Savings Association are
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Report on Form 10-Q for the
Quarter Ended June 30, 1994, Part II, Item 6(a),
Exhibit No. 4.02; and Fourth Amendment to Credit
Agreement among Rio Properties, Inc., as Borrower, and
Bank of America National Trust and Savings
Association, First Interstate Bank of Nevada, First
Security Bank of Idaho, N.A., NBD Bank, N.A., Societe
Generale, Bank of America, Nevada, U.S. Bank of
Nevada, Bank of Scotland and Midlantic Bank, N.A., as
Lenders; and Second Memorandum of Amendment to Credit
Agreement and Amendment to Construction Deed of Trust
with Assignment of Rents and Fixture Filing between
Borrower and Bank of America National Trust and
Savings Association, as agent for Lenders, dated
December 16, 1994 are incorporated herein by reference
from the Company's (SEC File No. 0-13760) Report on
Form 8-K dated December 16, 1994, Item 7(c), Exhibit
10.01; Fifth Amendment to Credit Agreement dated as of
March 20, 1995, among Rio Properties, Inc., Bank of
America National Trust and Savings Association, as
Agent and as a Bank, First Interstate Bank of Nevada,
First Security Bank of Idaho, N.A., NBD Bank, N.A.,
Societe Generale, Bank of America Nevada, U.S. Bank of
Nevada, Bank of Scotland and Midlantic Bank, N.A., as
Banks, is incorporated herein by reference from the
Company's (SEC File No. 0-13760) Report on Form 10-K
for the Year Ended December 31, 1994, Part IV, Item
14(c), Exhibit 10.09; Sixth Amendment to Credit
Agreement dated as of July 31, 1995 among Rio
Properties, Inc., Bank of America National Trust and
Savings Association, as Agent and as a Bank, and First
Interstate Bank of Nevada, First Security Bank of
Idaho, N.A., NBD Bank, N.A., Societe Generale, Bank of
America Nevada, U.S. Bank of Nevada, Bank of Scotland,
Midlantic Bank, N.A., and Bank of Hawaii, as Banks is
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Report on Form 8-K dated
September 15, 1995, Item 7(c), Exhibit 4.01.
4.12 Indenture dated as of July 21, 1995, among Rio Hotel &
Casino, Inc., Rio Properties, Inc. and IBJ Schroder
Bank & Trust Company for the Company's 105/8% Senior
Subordinated Notes Due 2005 is incorporated herein by
reference from the Company's (SEC File No. 0-13760)
Report on Form 8-K dated July 18, 1995, Item 7(c),
Exhibit 4.3.
4.13 Registration Agreement dated July 18, 1995 by Rio
Hotel & Casino, Inc. and accepted July 18, 1995 by
Salomon Brothers Inc. and Montgomery Securities is
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Report on Form 8-K dated July
18, 1995, Item 7(c), Exhibit 4.2.
4.14 Form of Letter of Transmittal to IBJ Schroder Bank &
Trust Company as Exchange Agent for exchange of 105/8%
Senior Subordinated Notes Due 2005 is incorporated
herein by reference from the Company's (SEC File No.
33-62163) Registration Statement on Form S-4 filed
August 28, 1995, Part II, Item 21(a), Exhibit 4.14.
20
<PAGE>
4.15 Form of Stock Option Agreement issued to certain 26
employees of Marnell Corrao, Inc.
5.01 Opinion and Consent of Kummer Kaempfer Bonner & 33
Renshaw as to the legality of the securities being
registered.
10.01 Agreement by and among MarCor Resorts Inc., Marnell
Corrao, Inc., Marnell Corrao Associates, Inc., MarCor
Partnership, The Anthony A. Marnell II Revocable
Living Trust dated June 16, 1982, Anthony A. Marnell
II, Sandra J. Marnell, Barrett Family Revocable Living
Trust dated December 18, 1981, James A. Barrett, Jr.
and Maureen M. Barrett dated February 22, 1989, is
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Annual Report on Form 10-K for
the Year Ended December 31, 1994, Part IV, Item 14(c),
Exhibit 10.01; First Amendment to Agreement dated
October 25, 1993 by and among Rio Hotel & Casino,
Inc., and Marnell Corrao, Inc., Marnell Corrao
Associates, Inc., MarCor Partnership, Anthony A.
Marnell II, Barrett Family Revocable Living Trust
dated December 18, 1981, James A. Barrett, Jr. and
Maureen M. Barrett incorporated herein by reference
from the Company's (SEC File No. 0-13760) Report on
Form 10-K for the Year Ended December 31, 1993, Part
IV, Item 14(c), Exhibit 10.01
10.02 Interest Rate Swap Agreement dated as of July 28, 1993
between Rio Properties, Inc. and Bank of America
National Trust and Savings Association is incorporated
herein by reference from the Company's (SEC File No. 0-
13760) Report on Form 10-K for the Year Ended December
31, 1993, Part IV, Item 14(c), Exhibit 10.11.
10.03 Architectural Agreement entered into as of February
25, 1994 between Rio Hotel & Casino, Inc., as Owner,
and Anthony A. Marnell II, Chartered, as Architect, is
incorporated herein by reference from the Company's
(SEC File No. 0-13760), Report on Form 10-K for the
Year Ended December 31, 1993, Part IV, Item 14(c),
Exhibit 10.12.
10.04 Building Contract entered into as of February 25, 1994
between Marnell Corrao Associates, Inc., as General
Contractor, and Rio Properties, Inc., as Owner, is
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Report on Form 10-K for the
Year Ended December 31, 1993, Part IV, Item 14(c),
Exhibit 10.13.
10.05 Architectural Agreement entered into as of February 9,
1995 between Rio Hotel & Casino, Inc., as Owner, and
Anthony A. Marnell, Chartered, as Architect, is
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Annual Report on Form 10-K for
the Year Ended December 31, 1994, Part IV, Item 14(c),
Exhibit 10.08.
10.06 Building Contract entered into as of February 27, 1995
between Marnell Corrao Associates, Inc., as General
Contractor, and Rio Properties, Inc., as Owner, is
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Annual Report on Form 10-K for
the Year Ended December 31, 1994, Part IV, Item 14(c),
Exhibit 10.09.
10.07 Real Estate Purchase and Sale Agreement entered into
as of January 25, 1995 between Focus 2000, Inc., as
Seller, and Rio Properties, Inc., as Buyer, is
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Annual Report on Form 10-K for
the Year Ended December 31, 1994, Part IV, Item 14(c),
Exhibit 10.10.
10.08 Exchange Agreement entered into as of January 6, 1995
between Allied Building Materials, Cinderlane, Inc.,
and Rio Hotel & Casino, Inc. is incorporated herein by
reference from the Company's (SEC File No. 0-13760)
Annual Report on Form 10-K for the Year Ended December
31, 1994, Part IV, Item 14(c), Exhibit 10.11.
21
<PAGE>
10.09 Letter Agreement regarding Rate Cap Transaction dated
August 11, 1994 between Bank of America National Trust
and Savings Association and Rio Properties, Inc. is
incorporated herein by reference from the Company's
(SEC File No. 0-13760) Annual Report on Form 10-K for
the Year Ended December 31, 1994, Part IV, Item 14(c),
Exhibit 10.12.
10.10 Architectural Agreement entered into as of July 27, 35
1995 between Rio Hotel & Casino, Inc., as Owner, and
Anthony A. Marnell II, Chtd., as Architect.
10.11 Building Contract entered into as of August 14, 1995 68
by and between Marnell Corrao Associates, Inc., as
General Contractor, and Rio Properties, Inc., as
Owner.
23.01 Consent of Kummer Kaempfer Bonner & Renshaw is
contained in Exhibit 5.01
23.02 Consent of Arthur Andersen LLP. 118
24.01 Power of Attorney concerning Rio Hotel & Casino, Inc.
is included on p. II-7.
</TABLE>
22
<PAGE>
<PAGE>
EXHIBIT 4.03
23
<PAGE>
Temporary Certificate - Exchangeable for Definitive Certificate
When Ready for Delivery
Number MD Rio Hotel & Casino, Inc.
Shares
Common Stock-$0.01 Par Value
Incorporated under the
See reverse for
laws of the State of Nevada
certain definitions
This certifies that
CUSIP 767147 10 1
is The Owner Of
Shares of the Common Stock Par Value $0.01 per Share, of
Rio Hotel & Casino, Inc.
transferable only on the books of the Corporation by the holder
hereof in person or by attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid
until countersigned by the Transfer Agent and Registrar.
In Witness Whereof the Corporation has caused this
Certificate to be signed by the facsimile signatures of its duly
authorized officers and to be sealed with the facsimile seal of
the Corporation.
Dated:
Rio Hotel & Casino, Inc.
Corporate Seal
1988
Nevada
Secretary and Treasurer
President and
Chief Operating Officer
Countersigned and Registered:
American Stock Transfer & Trust Company
(New York, New York)
Transfer Agent and Registrar
By:
Authorized Signature
<PAGE>
RIO HOTEL & CASINO, INC.
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - . . . . . . . . .Custodian . . . . . . . .
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants in Act. . . . . . . . . . . . . . . . . . . .
common (State)
UNIF TRF MIN ACT - . . . . . Custodian (until age . . . . . )
(Cust)
. . . . . . . . . under Uniform Transfers
(Minor)
to Minors Act . . . . . . . . . . . . . .
(State)
</TABLE>
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, _______________________ hereby sell, assign
and transfer unto
Please insert social security or other
identifying number of assignee
_________________________________________________________________
(Please print or typewrite name and
address, including zip code, of assignee)
_________________________________________________________________
_________________________________________________________________
___________________________________________________________Shares
of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint
_________________________________________________________Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated: ___________________________
X
X
NOTICE: The signature(s) to this
assignment must correspond with
the name(s) as written upon the
face of the certificate in
every particular, without
alteration or enlargement or
any change whatever.
Signature(s) Guaranteed
By:
The signature(s) should be guaranteed
by an eligible eligible guarantor
institution (banks, stockbrokers,
savings and loan associations and
credit unions with membership in an
approved signature guarantee
medallion program), pursuant to
S.E.C. rule 17 Ad-15.
<PAGE>
<PAGE>
EXHIBIT 4.15
26
<PAGE>
STOCK OPTION AGREEMENT
Marnell Corrao, Inc., a Nevada corporation ("Optionor"), and
____________________ ("Optionee") hereby agree as of the 11th day
of December, 1991, as follows:
W I T N E S S E T H:
WHEREAS, Optionor is the owner of shares of MarCor Resorts,
Inc., a Nevada corporation (the "Company");
WHEREAS, Optionee has paid Optionor the sum of Ten and
No/100ths Dollars ($10.00);
WHEREAS, Optionor acquired its shares of the Company with an
intent to invest in said shares and did not and does not intend
to distribute said shares in contravention of the federal
securities laws or of the laws of the State of Nevada or any
other state;
WHEREAS, Optionor and Optionee acknowledge that the shares
of the Company held by Optionor are restricted shares under the
federal and state securities laws, and any resales of shares are
subject to such federal and state securities laws;
WHEREAS, Optionor desires to grant an option to Optionee to
acquire a stated amount of Optionor's shares;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, Optionor and Optionee hereby agree as
follows:
1. Optionee is entitled to purchase from Optionor, at the
price of $2.50 per share up to __________ (__________) shares,
fully paid and non-assessable Common Shares of the Company, $.01
par value (hereinafter called "capital stock"), subject, however,
to the provisions and upon the terms and conditions hereinafter
set forth. The rights granted pursuant to this paragraph shall
hereinafter be referred to as the "Option."
2. The Option and all rights granted hereunder shall
expire on the first to occur of the following:
(a) At 11:59 P.M., Las Vegas, Nevada time, on December
12, 1996.
(b) At 11:59 P.M., Las Vegas, Nevada time, on the
thirtieth day following Optionee's cessation of employment,
including service as an officer or director, by or with Optionor
or its affiliates. As used herein "affiliate" is a person that
directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with,
Optionor.
(c) At 11:59 P.M., Las Vegas, Nevada time, on the one
hundred eightieth day following the date of death of Optionee.
<PAGE>
3. The Option may be exercised by the Optionee hereof, in
whole or in part (but not for fractional shares of capital stock)
by delivery of notice in writing at the office of Optionor (or
such other office or agency as Optionor may designate by notice
in writing to the Optionee at the address of such Optionee
appearing at the end of this Agreement at any time within the
period above named) and upon payment to Optionor by certified
check or cashier's check of the purchase price for such shares.
In the event of any exercise of the rights represented by this
Option, certificates for the shares of capital stock so purchased
shall be delivered to the Optionee hereof within a reasonable
time after the rights represented by this Option shall have been
so exercised.
4. The above provisions are, however, subject to the
following:
(a) In case the Company shall declare any dividend or
other distribution upon its outstanding capital stock payable in
capital stock or shall subdivide its outstanding shares of
capital stock into a greater number of shares, then the number of
shares of capital stock which may thereafter be purchased upon
the exercise of the rights represented hereby shall be increased
in proportion to the increase through such dividend or
subdivision and the purchase price per share shall be decreased
in such proportion. In case the Company shall at any time
combine the outstanding shares of its capital stock into a
smaller number of shares, the number of shares of capital stock
which may thereafter be purchased upon the exercise of the rights
represented hereby shall be decreased in proportion to the
decrease through such combination and the purchase price per
share shall be increased in such proportion.
(b) In case the Company shall declare a dividend upon
the capital stock payable otherwise than out of earnings or
surplus (other than paid-in surplus) or otherwise than in capital
stock, the purchase price per share in effect immediately prior
to the declaration of such dividend shall be reduced by an amount
equal, in the case of a dividend in cash, to the amount (hereof
payable) per share of the capital stock or, in the case of any
other dividend, to the fair value thereof per share of the
capital stock as determined by the Board of Directors of the
Company. For the purposes of the foregoing a dividend other than
in cash shall be considered payable out of earnings or surplus
(other than paid-in surplus) only to the extent that such
earnings or surplus are charged an amount equal to the fair value
of such dividend as determined by the Board of Directors of the
Company. Such reductions shall take effect as of the date on
which a record is taken for the purpose of such dividend, or, if
a record is not taken, the date as of which the holders of
capital stock of record entitled to such dividend are to be
determined.
(c) If any capital reorganization or reclassification
of the capital stock of the Company, or consolidation or merger
of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation shall be
effected, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and
adequate provision shall be made by Optionor whereby Optionee
shall thereafter have the right to purchase and receive from
Optionor upon the basis and upon the terms and conditions
specified in this Option and in lieu of the shares of the capital
stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby,
such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of
outstanding shares of such capital stock equal to the number of
shares of such capital stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby
had
2
<PAGE>
such reorganization, reclassification, consolidation, merger
or sale not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests
of the Optionee to the end that the provisions hereof (including
without limitation provisions for adjustment of the purchase
price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable, as
nearly as may be in relation to any shares of applicable, as
nearly as may be in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof. Any
such shares of stock, securities or assets which the Optionee
hereof may be entitled to purchase pursuant to this paragraph (c)
shall be included within the "capital stock" as used herein.
(d) Upon any adjustment of the number of shares of
capital stock which may be purchased upon the exercise of the
rights represented hereby and/or of the purchase price per share,
then and in each such case the Optionor shall give written notice
thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which
notice shall state the purchase price per share resulting from
such adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise of
this Option, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
5. Optionee represents that this Option is being acquired
with no present intention of selling or distributing any capital
stock received upon the exercise hereof, unless registered under
federal and applicable state laws or pursuant to exemptions from
such registration.
6. This Option is personal to Optionee and may not be
sold, transferred or assigned to any person whatsoever. This
Option shall inure to the benefit of Optionee's heirs, successors
and assigns for the sole purpose of the right to exercise said
Option, subject to the time limitation in Section 2 hereof.
Neither this Option, nor the shares to be acquired
hereunder, have been registered under the Securities Act of 1933,
as amended, or the laws of any other jurisdiction, and neither
this Option nor the shares to be acquired hereunder may be
offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from
registration is available pursuant to law.
The sale, assignment or other disposition of this Option and
the shares to be acquired hereunder are further restricted by
Rule 144, promulgated by the Securities and Exchange Commission.
The Optionee accepts and receives such securities without a
view to the distribution of same.
Before any transfer in connection with the resale of this
Option, or sale of the shares issuable to be acquired hereunder,
written approval must first be obtained from counsel for the
Optionor and counsel for the Company, and such approval will be
based upon compliance with the requirements of the Securities Act
of 1933 and appropriate state law.
3
<PAGE>
7. (a) Optionor agrees that if, and on each occasion that,
subsequent to the date hereof and prior to December 12, 1996, the
Board of Directors of the Company shall authorize the filing of a
registration statement (a "Registration Statement") under the
Securities Act of 1933, as amended (the "Act") or a qualification
pursuant to Regulation A thereunder (a "Qualification"), in
connection with the proposed offer of any of the capital stock by
it or any of its shareholders for cash (other than an offering
solely to employees of the Company), Optionor shall use its best
efforts to cause the Company (i) to promptly notify Optionee that
such Registration Statement or Qualification will be filed and,
if not detrimental to the Company's interests, that the capital
stock then held by the Optionee or subject to the Option granted
herein will, at the Optionor's or Optionee's request, be included
in such Registration Statement or Qualification, (ii) if not
detrimental to the Company's interests, to include in the
securities covered by such Registration Statement or
Qualification all capital stock which it has been so requested to
include, (iii) if not detrimental to the Company's interests, to
use the Company's best efforts to cause such Registration
Statement or Qualification to become effective as soon as
practicable and (iv) if not detrimental to the Company's
interests, to take all other action necessary under any federal
or state law or regulation of any governmental authority to
permit all capital stock which it has been so requested to
include in such Registration Statement or include in such
Registration Statement or Qualification to be sold or otherwise
disposed of, and will maintain such compliance with each such
federal and state law and regulation of any governmental
authority for ninety (90) days, unless the Company determines in
its best interests to maintain appropriate compliance in effect
for a longer period. The Optionee agrees that it will not sell
any of the capital stock pursuant to the Registration Statement
or Qualification other than by or through an underwriter selected
by the Company, if any. Notwithstanding the foregoing, if any
such offering is underwritten and the representative of the
underwriters notifies the Company in writing that the
underwriters can proceed with such offering only with respect to
a smaller number of shares of capital stock than the total number
proposed to be offered by the Company and others, then the number
of shares of capital stock proposed to be included in the
Registration Statement or Qualification by the Optionee together
with all other sellers, other than the Company, shall be reduced
pro rata by the amount necessary to reduce the offering to the
number of shares of capital stock which the representative of the
underwriters indicates in its notice to the Company. In the
event any of the capital stock subject to the Option is to be
sold as provided in this subparagraph (a), the Option shall be
exercisable to the extent necessary simultaneously with the
effectiveness of the Registration Statement or Qualification,
notwithstanding any other terms hereof.
(b) Whenever the Optionor is required pursuant to the
provisions of this Section 7 to use its best efforts to take
action pursuant to any federal or state law or regulation of
governmental authority to permit the sale or other disposition of
any capital stock, the Optionor shall use its best efforts to
cause the Company to (i) furnish Optionee with such copies of the
prospectus, including the preliminary prospectus, conforming to
the Act and such other documents as Optionee or each such
underwriter may reasonably request) in order to facilitate the
sale or distribution of the capital stock; (ii) use its best
efforts to register or qualify the capital stock covered by the
Registration Statement under the blue sky laws (to the extent
applicable) of such jurisdiction or jurisdictions as the Optionee
and each underwriter of the capital stock being sold shall
reasonably request; and (iii) take such other actions as may be
reasonably necessary or advisable to enable Optionee and such
underwriters to consummate the sale or distribution in such
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jurisdiction or jurisdictions in which Optionee shall have
requested that the capital stock be sold; provided, however, that
the Company shall not be required to qualify as a foreign
corporation in any jurisdiction or to file a general consent to
service or process in any jurisdiction in any action other than
one arising out of the offering or sale of the capital stock.
Optionor agrees that the expenses of each Registration
Statement and Qualification referred to in subsection (a) hereof
which are not paid by the Company will be paid by the Optionor.
Any underwriter's discounts, if any, or brokerage commissions, if
any, applicable to the sale of shares of capital stock of
Optionee or shares subject to the Option granted herein shall be
borne by Optionee.
8. This Option shall be construed in accordance with the
laws of the State of Nevada.
9. Until December 12, 1996, should Optionee or his heirs,
successors and assigns, acquire the shares under this Option and
subsequently agree to sell all or a portion of the shares at a
price in excess of $3.00 per share, (subject to adjustment as
provided in Section 4 hereof), Optionee or his heirs, successors
and assigns, as the case may be, must immediately notify Optionor
in writing, and Optionee, or his heirs, successors and assigns,
as the case may be, grants to Optionor a right of first refusal
for a period of 7 days to purchase all or a portion of such
shares at a price equal to ninety percent (90%) of the closing
market price of the shares on the date of notice. The 7-day
period hereunder commences on the date Optionor receives the
written notice.
10. Optionee warrants and acknowledge that:
(a) Optionee has received and carefully reviewed the
Articles of Incorporation, as amended, of the Company and has
executed this Option with a knowledge and understanding of the
fundamental aspects of the investment and its risks, and in so
entering has relied solely on his/her own independent
investigation and his/her independent advisors, and has not
relied upon any other written materials or oral representations.
(b) Optionee has had an opportunity to obtain all
information which may be related to the grant of this Option and
the rights hereunder so as to make a reasonable investment
decision with regard to the entering into this Option.
(c) Optionee has been informed by Optionor that
neither the Option nor the shares issuable thereunder have been
registered under the Securities Act of 1933 or the Securities Act
of any other State, and may not be offered, sold or transferred
in the absence of such registration or an option of counsel for
the Company that an exemption from registration is available.
(d) Optionee is entering into this Option Agreement
and will acquire the shares issuable pursuant hereto for his/her
own investment, not on behalf of others, and not with a view to
resell or otherwise distribute the capital stock, will not sell
or otherwise distribute the capital stock without registration
under the Securities Act of 1933 or other applicable State
Securities Acts or exemptions therefrom.
(e) The Optionee understands that the Company and/or
Optionor will permit the transfer of the capital stock only if,
in the opinion of the Company's counsel and Optionor's
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counsel, neither the sale nor the proposed transfer of such
capital stock will result in a violation of any applicable
Securities Law, Rule or Regulation.
(f) Optionee has been informed by Optionor and agrees
that (a) stock transfer notations may be made on the stock
transfer records of the Company with respect to the shares
related to this Agreement, and (b) that a legend will be placed
on any certificate or other document evidencing ownership of the
capital stock regarding the restrictions on transfer and sale of
the capital stock.
(g) Optionee represents that his/her financial
condition is presently adequate to justify this investment,
he/she, either alone or with his/her personal representative, has
sufficient knowledge and experience in investment and business
matters in order to evaluate this investment and he/she is aware
of the risks involved in any enterprises such as the Company.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the 11th day of December, 1991.
OPTIONOR OPTIONEE
Marnell Corrao, Inc.
By:
Anthony A. Marnell II
President
4495 South Polaris
Avenue
Las Vegas, Nevada 89103
ADDRESS
SOCIAL SECURITY NUMBER
<PAGE>
EXHIBIT 5.01
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February 7, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rio Hotel & Casino, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel to Rio Hotel & Casino, Inc., a Nevada corporation
(the "Company"), we are rendering this opinion in connection with
the registration by the Company of 142,000 shares of Common
Stock, $1.00 par value (the "Shares"), of the Company and the
proposed sale thereof by a selling stockholder.
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination and subject to the limitations
hereinabove provided, we are of the opinion that the Company has
the full power and authority under the laws of the State of
Nevada, and under its Articles of Incorporation and Bylaws, as
amended, to issue the Shares which will be sold by the selling
stockholder and that such Shares are validly authorized shares of
Common Stock of the Company, and when sold, will be legally
issued, fully paid and nonassessable and not subject to any
preemptive or similar rights.
We hereby consent to the filing of the foregoing Opinion as
an Exhibit to the above-referenced Registration Statement filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and to the use of our name in such
Registration Statement and in the related prospectus under the
heading "Legal Matters."
Very truly yours,
KUMMER KAEMPFER BONNER & RENSHAW
<PAGE>
EXHIBIT 10.10
35
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THE AMERICAN INSTITUTE OF ARCHITECTS
AIA Document B141
STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR
MODIFICATION.
AGREEMENT
made as of the Twenty-seventh day of July in the year of Nineteen
Hundred and Ninety Five
BETWEEN the Owner:
(Name and address) Rio Hotel & Casino, Inc.
3700 West Flamingo Road
Las Vegas, Nevada 89103
and the Architect:
(Name and address) Anthony A. Marnell II, Chtd.
4495 South Polaris Avenue
Las Vegas, Nevada 89103
For the following Project:
(Include detailed description of Project, location, address and
scope)
RIO PHASE 5 EXPANSION
Architect's Project No. AAM 205-95
See Attachment #1
The Owner and Architect agree as set forth below.
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TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services
performed by the Architect, Architect's employees and Architect's
consultants as enumerated in Articles 2 and 3 of this Agreement
and any other services included in Article 12.
1.1.2 The Architect's services shall be performed as
expeditiously as is consistent with professional skill and care
and the orderly progress of the Work. Upon request of the Owner,
the Architect shall submit for the Owner's approval a schedule
for the performance of the Architect's services which may be
adjusted as the Project proceeds, and shall include allowances
for periods of time required for the Owner's review and for
approval of submissions by authorities having jurisdiction over
the Project. Time limits established by this schedule approved
by the Owner shall not, except for reasonable cause, be exceeded
by the Architect or Owner.
1.1.3 The services covered by this Agreement are subject to the
time limitations contained in Subparagraph 11.5.1.
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basic Services consist of those described
in Paragraphs 2.2 through 2.6 and any other services identified
in Article 12 as part of Basic Services, and include normal
structural, mechanical and electrical engineering services.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect shall review the program furnished by the
Owner to ascertain the requirements of the Project and shall
arrive at a mutual understanding of such requirements with the
Owner.
2.2.2 The Architect shall provide a preliminary evaluation of the
Owner's program, schedule and construction budget requirements,
each in terms of the other, subject to the limitations set forth
in Subparagraph 5.2.1.
2.2.3 The Architect shall review with the Owner alternative
approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and
construction budget requirements, the Architect shall prepare,
for approval by the Owner, Schematic Design
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Documents consisting of drawings and other documents illustrating
the scale and relationship of Project components.
2.2.5 The Architect shall submit to the Owner a preliminary
estimate of Construction Cost based on current area, volume or
other unit costs.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approves Schematic Design Documents and any
adjustments authorized by the Owner in the program schedule or
construction budget, the Architect shall prepare, for approval by
the Owner, Design Development Documents consisting of drawings
and other documents to fix and describe the size and character of
the Project as to architectural, structural, mechanical and
electrical systems, materials and such other elements as may be
appropriate.
2.3.2 The Architect shall advise the Owner of any adjustments to
the preliminary estimate of Construction Cost.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any
further adjustments in the scope or quality of the Project or in
the construction budget authorized by the Owner, the Architect
shall prepare, for approval by the Owner, Construction Documents
consisting of Drawings and Specifications setting forth in detail
the requirements for the construction of the Project.
2.4.2 See Exhibit "A."
2.4.3 The Architect shall advise the Owner of any adjustments to
previous preliminary estimates of Construction Cost indicated by
changes in requirements or general market conditions.
2.4.4 The Architect shall assist the Owner in connection with the
Owner's responsibility for filing documents required for the
approval of governmental authorities having jurisdiction over the
Project.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 See Exhibit "A."
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION
CONTRACT
2.6.1 See Exhibit "A."
2.6.2 See Exhibit "A."
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2.6.3 Duties, responsibilities and limitations of authority of
the Architect shall not be restricted, modified or extended
without written agreement of the Owner and Architect with consent
of the Contractor, which consent shall not be unreasonably
withheld.
2.6.4 The Architect shall be a representative of and shall advise
and consult with the Owner (1) during construction until final
payment to the Contractor is due, and (2) as an Additional
Service at the Owner's direction from time to time during the
correction period described in the Contract for Construction.
The Architect shall have authority to act on behalf of the Owner
only to the extent provided in this Agreement unless otherwise
modified by written instrument.
2.6.5 The Architect shall visit the site at intervals appropriate
to the stage of construction or as otherwise agreed by the Owner
and Architect in writing to become generally familiar with the
progress and quality of the Work completed and to determine in
general if the Work is being performed in a manner indicating
that the Work when completed will be in accordance with the
Contract Documents. However, the Architect shall not be required
to make exhaustive or continuous on-site inspections to check the
quality or quantity of the Work. On the basis of one-site
observations as an architect, the Architect shall keep the Owner
informed of the progress and quality of the Work, and shall
endeavor to guard the Owner against defects and deficiencies in
the Work. (More extensive site representation may be agreed to
as an Additional Service, as described in Paragraph 3.2.)
2.6.6 The Architect shall not have control over or charge of and
shall not be responsible for construction means, methods,
techniques, sequences or procedures, or for safety precautions
and programs in connection with the Work, since these are solely
the Contractor's responsibility under the Contract for
Construction. The Architect shall not be responsible for the
Contractor's schedules or failure to carry out the Work in
accordance with the Contract Documents. The Architect shall not
have control over or charge of acts or omissions of the
Contractor, Subcontractors, or their agents or employees, or of
any other persons performing portions of the Work.
2.6.7 The Architect shall at all times have access to the Work
wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract
Documents or when direct communications have been specially
authorized, the Owner and Contractor shall communicate through
the Architect. Communications by and with the Architect's
consultants shall be through the Architect.
2.6.9 See Exhibit "A."
2.6.10 See Exhibit "A."
2.6.11 The Architect shall have authority to reject Work which
does not conform to the Contract Documents. Whenever the
Architect considers it necessary or advisable for implementation
of the intent of the Contract Documents, the Architect will have
authority to require additional inspection or testing of the Work
in accordance with the provisions of the
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Contract Documents, whether or not such Work is fabricated,
installed or completed. However, neither this authority of the
Architect nor a decision made in good faith either to exercise
or not to exercise such authority shall give rise to a duty or
responsibility of the Architect to the Contractor, Subcontractors,
material and equipment suppliers, their agents or employees or
other persons performing portions of the Work.
2.6.12 The Architect shall review and approve or take other
appropriate action upon Contractor's submittals such as Shop
Drawings, Product Data and Samples, but only for the limited
purpose of checking for conformance with information given and
the design concept expressed in the Contract Documents. The
Architect's action shall be taken with such reasonable promptness
as to cause no delay in the Work or in the construction of the
Owner or of separate contractors, while allowing sufficient time
in the Architect's professional judgment to permit adequate
review. Review of such submittals is not conducted for the
purpose of determining the accuracy and completeness of other
details such as dimensions and quantities or for substantiating
instructions for installation or performance of equipment or
systems designed by the Contractor, all of which remain the
responsibility of the Contractor to the extent required by the
Contract Documents. The Architect's review shall not constitute
approval of safety precautions or, unless otherwise specifically
stated by the Architect, of construction means, methods,
techniques, sequences or procedures. The Architect's approval of
a specific item shall not indicate approval of an assembly of
which the item is a component. When professional certification
of performance characteristics of materials, systems or equipment
is required by the Contract Documents, the Architect shall be
entitled to rely upon such certification to establish that the
materials, systems or equipment will meet the performance
criteria required by the Contract Documents.
2.6.13 See Exhibit "A."
2.6.14 See Exhibit "A."
2.6.15 The Architect shall interpret and decide matters
concerning performance of the Owner and Contractor under the
requirements of the Contract Documents on written request of
either the Owner or Contractor. The Architect's response to such
requests shall be made with reasonable promptness and within any
time limited agreed upon.
2.6.16 Interpretations and decisions of the Architect shall be
consistent with the intent of and reasonably inferable from the
Contract Documents and shall be in writing or in the form of
drawings. When making such interpretations and initial
decisions, the Architect shall endeavor to secure faithful
performance by both Owner and Contractor, shall not show
partiality to either, and shall not be liable for results of
interpretations or decisions so rendered in good faith.
2.6.17 The Architect's decisions on matters relating to
aesthetic effect shall be final if consistent with the intent
expressed in the Contract Documents.
2.6.18 The Architect shall render written decisions within a
reasonable time on all claims, disputes or other matters in
question between the Owner and Contractor relating to the
execution or progress of the Work as provided in the Contract
Documents.
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2.6.19 The Architect's decisions on claims, disputes or other
matters, including those in question between the Owner and
Contractor, except for those relating to aesthetic effect as
provided in Subparagraph 2.6.17, shall be subject to arbitration
as provided in this Agreement and in the Contract Documents.
ARTICLE 3
ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not included
in Basic Services unless so identified in Article 12, and they
shall be paid for by the Owner as provided in this Agreement, in
addition to the compensation for Basic Services. The services
described under Paragraphs 3.2 and 3.4 shall only be provided if
authorized or confirmed in writing by the Owner. If services
described under Contingent Additional Services in Paragraph 3.3
are required due to circumstances beyond the Architect's control,
the Architect shall notify the Owner prior to commencing such
services. If the Owner deems that such services described under
Paragraph 3.3 are not required, the Owner shall give prompt
written notice to the Architect. If the Owner indicates in
writing that all or part of such Contingent Additional Services
are not required, the Architect shall have no obligation to
provide those services.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 See Exhibit "A."
3.2.2 See Exhibit "A."
3.2.3 Through the observations by such Project Representatives,
the Architect shall endeavor to provide further protection for
the Owner against defects and deficiencies in the Work, but the
furnishing of such project representation shall not modify the
rights, responsibilities or obligations of the Architect as
described elsewhere in this Agreement.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making revisions in Drawings, Specifications or other
documents when such revisions are:
.1 inconsistent with approvals or instructions previously
given by the Owner, including revisions made necessary
by adjustments in the Owner's program or Project
budget;
.2 required by the enactment or revision of codes, laws or
regulations subsequent to the preparation of such
documents; or
.3 due to changes required as a result of the Owner's
failure to render decisions in a timely manner.
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3.3.2 Providing services required because of significant changes
in the Project including, but not limited to, size, quality,
complexity, the Owner's schedule, or the method of bidding or
negotiating and contracting for construction, except for services
required under Subparagraph 5.2.5.
3.3.3 Preparing Drawings, Specifications and other documentation
and supporting data, evaluating Contractor's proposals, and
providing other services in connection with Change Orders and
Construction Change Directives.
3.3.4 Providing services in connection with evaluating
substitutions proposed by the Contractor and making subsequent
revisions to Drawings, Specifications and other documentation
resulting therefrom.
3.3.5 Providing consultation concerning replacement of Work
damaged by fire or other cause during construction, and
furnishing services required in connection with the replacement
of such Work.
3.3.6 Providing services made necessary by the default of the
Contractor, by major defects or deficiencies in the Work of the
Contractor, or by failure of performance of either the Owner or
Contractor under the Contract for Construction.
3.3.7 See Exhibit "A."
3.3.8 Providing services in connection with a public hearing,
arbitration proceeding or legal proceeding except where the
Architect is party thereto.
3.3.9 Preparing documents for alternative, separate or sequential
bids or providing services in connection with bidding,
negotiation or construction prior to the completion of the
Construction Documents Phase.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing analyses of the Owner's needs and programming the
requirements of the Project.
3.4.2 Providing financial feasibility or other special studies.
3.4.3 Providing planning surveys, site evaluation or comparative
studies of prospective sites.
3.4.4 See Exhibit "A."
3.4.5 Providing services relative to future facilities, systems
and equipment.
3.4.6 Providing services to investigate existing conditions or
facilities or to make measured drawings thereof.
3.4.7 Providing services to verify the accuracy of drawings or
other information furnished by the Owner.
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3.4.8 Providing coordination of construction performed by
separate contractors or by the Owner's own forces and
coordination of services required in connection with construction
performed and equipment supplied by the Owner.
3.4.9 Providing services in connection with the work of a
construction manager or separate consultants retained by the
Owner.
3.4.10 Providing detailed estimates of Construction Cost.
3.4.11 Providing detailed quantity surveys or inventories of
material, equipment and labor.
3.4.12 Providing analyses of owning and operating costs.
3.4.13 See Exhibit "A."
3.4.14 Providing services for planning tenant or rental
spaces.
3.4.15 Making investigations, inventories of materials or
equipment, or valuations and detailed appraisals of existing
facilities.
3.4.16 Preparing a set of reproducible record drawings showing
significant changes in the Work made during construction based on
marked-up prints, drawings and other data furnished by the
Contractor to the Architect.
3.4.17 Providing assistance in the utilization of equipment or
systems such as testing, adjusting and balancing, preparation of
operation and maintenance manuals, training personnel for
operation and maintenance, and consultation during operation.
3.4.18 See Exhibit "A."
3.4.19 Providing services of consultants for other than
architectural, structural, mechanical and electrical engineering
portions of the Project provided as a part of Basic Services.
3.4.20 Providing any other services not otherwise included in
this Agreement or not customarily furnished in accordance with
generally accepted architectural practice.
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall provide full information regarding
requirements for the Project, including a program which shall set
forth the Owner's objectives, schedule, constraints and criteria,
including space requirements and relationships, flexibility,
expandability, special equipment, systems and site requirements.
4.2 The Owner shall establish and update an overall budget for
the Project, including the Construction Cost, the Owner's other
costs and reasonable contingencies related to all of these costs.
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4.3 If requested by the Architect, the Owner shall furnish
evidence that financial arrangements have been made to fulfill
the Owner's obligations under this Agreement.
4.4 See Article 12.
4.5 The Owner shall furnish surveys describing physical
characteristics, legal limitations and utility locations for the
site of the Project, and a written legal description of the site.
The surveys and legal information shall include, as applicable,
grades and lines of streets, alleys, pavements and adjoining
property and structure; adjacent drainage; rights-of-way,
restrictions, easements, encroachments, zoning, deed
restrictions, boundaries and contours of the site; locations,
dimensions and necessary data pertaining to existing buildings,
other improvements and trees; and information concerning
available utility services and lines, both public and private,
above and below grade, including inverts and depths. All the
information on the survey shall be referenced to a Project
benchmark.
4.6 See Exhibit "A."
4.6.1 The Owner shall furnish the services of other consultants
when such services are reasonably required by the scope of the
Project and are requested by the Architect.
4.7 The Owner shall furnish structural, mechanical, chemical,
air and water pollution tests, tests for hazardous materials, and
other laboratory and environmental tests, inspections and reports
required by law or the Contract Documents.
4.8 The Owner shall furnish all legal, accounting and insurance
counseling services as may be necessary at any time for the
Project, including auditing services the Owner may require to
verify the Contractor's Applications for Payment or to ascertain
how or for what purposes the Contractor has used the money paid
by or on behalf of the Owner.
4.9 The services, information, surveys and reports required by
Paragraphs 4.5 through 4.8 shall be furnished at the Owner's
expense, and the Architect shall be entitled to rely upon the
accuracy and completeness thereof.
4.10 Prompt written notice shall be given by the Owner to the
Architect if the Owner becomes aware of any fault or defect in
the Project or nonconformance with the Contract Documents.
4.11 The proposed language of certificates or certifications
requested of the Architect or Architect's consultants shall be
submitted to the Architect for review and approval at least 14
days prior to execution. The Owner shall not request
certifications that would require knowledge or services beyond
the scope of this Agreement.
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ARTICLE 5
CONSTRUCTION COST
5.1 DEFINITION
5.1.1 The Construction Cost shall be the total cost or estimated
cost to the Owner of all elements of the Project designed or
specified by the Architect.
5.1.2 The Construction Cost shall include the cost at current
market rates of labor and materials furnished by the Owner and
equipment designed, specified, selected or specially provided for
by the Architect, plus a reasonable allowance for the
Contractor's overhead and profit. In addition, a reasonable
allowance for contingencies shall be included for market
conditions at the time of bidding and for changes in the Work
during construction.
5.1.3 Construction Cost does not include the compensation of the
Architect and Architect's consultants, the costs of the land,
rights-of-way, financing or other costs which are the
responsibility of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary
estimates of Construction Cost and detailed estimates of
Construction Cost, if any, prepared by the Architect, represent
the Architect's best judgment as a design professional familiar
with the construction industry. It is recognized, however, that
neither the Architect nor the Owner has control over the cost of
labor, materials or equipment, over the Contractor's methods of
determining bid prices, or over competitive bidding, market or
negotiating conditions. Accordingly, the Architect cannot and
does not warrant or represent that bids or negotiated prices will
not vary from the Owner's Project budget or from any estimate of
Construction Cost or evaluation prepared or agreed to by the
Architect.
5.2.2 No fixed limit of Construction Cost shall be established as
a condition of this Agreement by the Furnished, proposal or
establishment of a Project budget, unless such fixed limit has
been agreed upon in writing and signed by the parties hereto. If
such a fixed limit has been established, the Architect shall be
permitted to include contingencies for design, bidding and price
escalation, to determine what materials, equipment, component
systems and types of construction are to be included in the
Contract Documents, to make reasonable adjustments in the scope
of the Project and to include in the Contract Documents alternate
bids to adjust the Construction Cost to the fixed limit. Fixed
limits, if any, shall be increased in the amount of an increase
in the Contract Sum occurring after execution of the Contract for
Construction.
5.2.3 If the Bidding or Negotiation Phase has not commenced
within 90 days after the Architect submits the Construction
Documents to the Owner, any Project budget or fixed limit of
Construction Cost shall be adjusted to reflect changes in the
general level of pries in the construction industry between the
date of submission of the Construction Documents to the Owner and
the date on which proposals are sought.
5.2.4 If a fixed limit of Construction Cost (adjusted as provided
in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or
negotiated proposal, the Owner shall:
.1 give written approval of an increase in such fixed
limit;
.2 authorize rebidding or renegotiating of the Project
within a reasonable time;
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.3 if the Project is abandoned, terminate in accordance
with Paragraph 8.3; or
.4 cooperate in revising the Project scope and quality as
required to reduce the Construction cost.
5.2.5 If the Owner chooses to proceed under Clause 5.2.5.5, the
Architect, without additional charge, shall modify the Contract
Documents as necessary to comply with the fixed limit, if
established as a condition of this Agreement. The modification
of Contract Documents shall be the limit of the Architect's
responsibility arising out of the establishment of a fixed limit.
The Architect shall be entitled to compensation in accordance
with this Agreement for all services performed whether or not the
Construction Phase is commenced.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared
by the Architect for this Project are instruments of the
Architect's service for use solely with respect to this Project
and, unless otherwise provided, the Architect shall be deemed the
author of these documents and shall retain all common law,
statutory and other reserved rights, including the copyright.
The Owner shall be permitted to retain copies, including
reproducible copies, of the Architect's Drawings, Specifications
and other documents for information and reference in connection
with the Owner's use and occupancy of the Project. The
Architect's Drawings, Specifications or other documents shall not
be used by the Owner or others on other projects, for additions
to this Project or for completion of this Project by others,
unless the Architect is adjudged to be in default under this
Agreement, except by agreement in writing and with appropriate
compensation to the Architect.
6.2 Submission or distribution of documents to meet official
regulatory requirements or for similar purposes in connection
with the Project is not to be construed as publication in
derogation of the Architect's reserved rights.
ARTICLE 7
ARBITRATION
7.1 Claims, disputes or other matters in question between the
parties to this Agreement arising out of or relating to this
Agreement or breach thereof shall be subject to and decided by
arbitration in accordance with the Construction Industry
Arbitration Rules of the American Arbitration Association
currently in effect unless the parties mutually agree otherwise.
7.2 Demand for arbitration shall be filed in writing with the
other party to this Agreement and with the American Arbitration
Association. A demand for arbitration shall be made within a
reasonable time after the claim, dispute or other matter in
question has arisen. In no event shall the demand for
arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other
matter in question would be barred by the applicable statutes of
limitations.
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7.3 No arbitration arising out of or relating to this Agreement
shall include, by consolidation, joinder or in any other manner,
an additional person or entity not a party to this Agreement,
except by written consent containing a specific reference to this
Agreement signed by the Owner, Architect, and any other person or
entity sought to be joined. Consent to arbitration involving an
additional person or entity shall not constitute consent to
arbitration of any claim, dispute or other matter in question not
described in the written consent or with a person or entity not
named or described therein. The foregoing agreement to arbitrate
and other agreements to arbitrate with an additional person or
entity duly consented to by the parties to this Agreement shall
be specifically enforceable in accordance with applicable law in
any court having jurisdiction thereof.
7.4 The award rendered by the arbitrator or arbitrators shall
be final, and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
ARTICLE 8
TERMINATION, SUSPENSION OR ABANDONMENT
8.1 This Agreement may be terminated by either party upon not
less than seven days' written notice should the other party fail
substantially to perform in accordance with the terms of this
Agreement through no fault of the party initiating the
termination.
8.2 If the Project is suspended by the Owner for more than 30
consecutive days, the Architect shall be compensated for services
performed prior to notice of such suspension. When the Project
is resumed, the Architect's compensation shall be equitably
adjusted to provide for expenses incurred in the interruption and
resumption of the Architect's services.
8.3 This Agreement may be terminated by the Owner upon not less
than seven days' written notice to the Architect in the event
that the Project is permanently abandoned. If the Project is
abandoned by the Owner for more than 90 consecutive days, the
Architect may terminate this Agreement by giving written notice.
8.4 Failure of the Owner to make payments to the Architect in
accordance with this Agreement shall be considered substantial
nonperformance and cause for termination.
8.5 If the Owner fails to make payment when due the Architect
for services and expenses, the Architect may, upon seven days'
written notice to the Owner, suspend performance of services
under this Agreement. Unless payment in full is received by the
Architect within seven days of the date of the notice, the
suspension shall take effect without further notice. In the
event of a suspension of services, the Architect shall have no
liability to the Owner for delay or damage caused the Owner
because of such suspension of services.
8.6 In the event of termination not the fault of the Architect,
the Architect shall be compensated for services performed prior
to termination, together with Reimbursable Expenses then due and
all Termination Expenses as defined in Paragraph 8.7.
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8.7 Termination Expenses are in addition to compensation for
Basic and Additional Services, and include expenses which are
directly attributable to termination. Termination Expenses shall
be computed as a percentage of the total compensation for basic
Services and Additional Services earned to the time of
termination, as follows:
.1 Twenty percent of the total compensation for Basic
and Additional Services earned to date if termination
occurs before or during the predesign, site analysis,
or Schematic Design Phases; or
.2 Ten percent of the total compensation for Basic and
Additional Services earned to date if termination
occurs during the Design Development Phase; or
.3 Five percent of the total compensation for Basic and
Additional Services earned to date if termination
occurs during any subsequent phase.
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 Unless otherwise provided, this Agreement shall be governed
by the law of the principal place of business of the Architect.
9.2 See Exhibit "A."
9.3 Causes of action between the parties to this Agreement
pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence
to run not later than either the date of Substantial Completion
for acts or failures to act occurring prior to Substantial
Completion, or the date of issuance of the final Certificate for
Payment for acts or failures to act occurring after Substantial
Completion.
9.4 See Exhibit "A."
9.5 The Owner and Architect, respectively, bind themselves,
their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners,
successors, assigns and legal representatives of such other party
with respect to all covenants of this Agreement. Neither Owner
nor Architect shall assign this Agreement without the written
consent of the other.
9.6 This Agreement represents the entire and integrated
agreement between the Owner and Architect and supersedes all
prior negotiations, representations or agreements, either written
or oral. This Agreement may be amended only by written
instrument signed by both Owner and Architect.
9.7 Nothing contained in this Agreement shall create a
contractual relationship with or a cause of action in favor of a
third party against either the Owner or Architect.
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9.8 Unless otherwise provided in this Agreement, the Architect
and Architect's consultants shall have no responsibility for the
discovery, presence, handling, removal or disposal of or exposure
of persons to hazardous materials in any form at the Project
site, including but not limited to asbestos, asbestos products,
polychlorinated biphenyl (PCB) or other toxic substances.
9.9 The Architect shall have the right to include
representations of the design of the Project, including
photographs of the exterior and interior, among the Architect's
promotional and professional materials. The Architect's
materials shall not include the Owner's confidential or
proprietary information if the Owner has previously advised the
Architect in writing of the specific information considered by
the Owner to be confidential or proprietary. The Owner shall
provide professional credit for the Architect on the construction
sign and in the promotional materials for the Project.
ARTICLE 10
PAYMENTS TO THE ARCHITECT
10.1 DIRECT PERSONNEL EXPENSE
10.1.1 Direct Personnel Expense is defined as the direct
salaries of the Architect's personnel engaged on the Project and
the portion of the cost of their mandatory and customary
contributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick
leave, holidays, vacations, pensions and similar contributions
and benefits.
10.2 REIMBURSABLE EXPENSES
10.2.1 Reimbursable Expenses are in addition to compensation
for Basic and Additional Services and include expenses incurred
by the Architect and Architect's employees and consultants in the
interest of the Project, as identified in the following Clauses.
10.2.1.1 Expense of transpiration in connection with the
Project; expenses in connection with authorized out-of-town
travel; long-distance communications; and fees paid for securing
approval of authorities having jurisdiction over the Project.
10.2.1.2 See Exhibit "A."
10.2.1.3 If authorized in advance by the Owner, expense of
overtime work requiring higher than regular rates.
10.2.1.4 See Exhibit "A."
10.2.1.5 Expense of additional insurance coverage or limits,
including professional liability insurance, requested by the
Owner in excess of that normally carried by the Architect and
Architect's consultants.
10.2.1.6 See Exhibit "A."
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10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
10.3.1 An initial payment as set forth in Paragraph 11.1 is
the minimum payment under this Agreement.
10.3.2 Subsequent payments for Basic Services shall be made
monthly and, where applicable, shall be in proportion to services
performed within each phase of service, on the basis set forth in
Subparagraph 11.2.2.
10.3.3 If and to the extent that the time initially
established in Subparagraph 11.5.1 of this Agreement is exceeded
or extended through no fault of the Architect, compensation for
any services rendered during the additional period of time shall
be computed in the manner set forth in Subparagraph 11.3.2.
10.3.4 When compensation is based on a percentage of
Construction Cost and any portions of the Project are deleted or
otherwise not constructed, compensation for those portions of the
Project shall be payable to the extent services are performed on
those portions, in accordance with the schedule set forth in
Subparagraph 11.2.2, based on (1) the lowest bona fide bid or
negotiated proposal, or (2) if no such bid or proposal is
received, the most recent preliminary estimate of Construction
Cost or detailed estimate of Construction Cost for such portions
of the Project.
10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
10.4.1 Payments on account of the Architect's Additional
Services and for Reimbursable Expenses shall be made monthly upon
presentation of the Architect's statement of services rendered or
expenses incurred.
10.5 PAYMENTS WITHHELD
10.5.1 No deductions shall be made from the Architect's
compensation on account of penalty, liquidated damages or other
sums withheld from payments to contractors, or on account of the
cost of changes in the Work other than those for which the
Architect has been found to be liable.
10.6 ARCHITECT'S ACCOUNTING RECORDS
10.6.1 Records of Reimbursable Expenses and expenses
pertaining to Additional Services and services performed on the
basis of a multiple of Direct Personnel Expense shall be
available to the Owner or the Owner's authorized representative
at mutually convenient times.
ARTICLE 11
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
11.1 AN INITIAL PAYMENT of Zero Dollars ($0) shall be made upon
execution of this Agreement and credited to the Owner's account
at final payment.
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11.2 BASIC COMPENSATION
11.2.1 FOR BASIC SERVICES, as described in Article 2, and any
other services included in Article 12 as part of Basic Services,
Basic Compensation shall be computed as follows:
(Insert basis of compensation, including stipulated sums,
multiples or percentages, and identify phases to which particular
methods of compensation apply, if necessary.)
See Attachment #2
11.2.2 Where compensation is based on a stipulated sum or
percentage of Construction Cost, progress payments for Basic
Services in each phase shall total the following percentages of
the total Basic Compensation payable:
(Insert additional phases as appropriate)
<TABLE>
<S> <C>
Schematic Design Phase: Ten percent (10%)
Design Development Phase: Twenty percent (20%)
Construction Documents Phase: Sixty percent (60%)
Bidding or Negotiation Phase: Zero percent (0%)
Construction Phase: Ten percent (10%)
Total Basic Compensation One hundred percent
(100%)
</TABLE>
11.3 COMPENSATION FOR ADDITIONAL SERVICES
11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as
described in Paragraph 3.2, compensation shall be computed as
follows:
Compensation shall be paid to the Architect in an amount
and at the times as may be agreed upon between Owner and
Architect, should project representation beyond Basic Services be
required and authorized by Owner.
11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described
in Articles 3 and 12, other than (1) Additional Project
Representation, as described in Paragraph 3.2, and (2) services
included in Article 12 as part of Basic Services, but excluding
services of consultants, compensation shall be computed as
follows:
(Insert basis of compensation, including rates and/or multiples
of Direct Personnel Expense for Principals and employees, and
identify Principals and classify employees, if required.
Identify specific services to which particular methods of
compensation apply, if necessary.)
a. Total hours per classifications multiplied by (x)
hourly rate;
b. Total payroll of all classifications multiplied (x) by
.30 (insurance/payroll tax burden);
c. total payroll including payroll taxes multiplied by (x)
one and one-half times.
16
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11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including
additional structural, mechanical and electrical engineering
services and those provided under Subparagraph 3.4.19 or
identified in Article 12 as part of Additional Services, a
multiple of one and one quarter (1.25) times the amounts billed
to the Architect for such services.
(Identify specific types of consultants in Article 12, if
required.)
11.4 REIMBURSABLE EXPENSES
11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph
10.2, and any other items included in Article 12 as Reimbursable
Expenses, a multiple of one and one quarter (1.25) times the
expenses incurred by the Architect, the Architect's employees and
consultants in the interest of the Project.
11.5 ADDITIONAL PROVISIONS
11.5.1 IF THE BASIC SERVICES covered by this Agreement have
not been completed within twenty (20) months of the date hereof,
through no fault of the Architect, extension of the Architect's
services beyond that time shall be compensated as provided in
Subparagraphs 10.3.3 and 11.3.2.
11.5.2 Payments are due and payable twenty-one (21) days from
the date of the Architect's invoice. Amounts unpaid twenty-two
(22) days after the invoice date shall bear interest at the rate
entered below, or in the absence thereof at the legal rate
prevailing from time to time at the principal place of business
of the Architect.
(Interest rate of interest agreed upon). Current prime rate of
interest plus 2% as that rate is established by Bank of America
of Nevada.
(Usury laws and requirements under the Federal Truth in Lending
Act, similar state and local consumer credit laws and other
regulations at the Owner's and Architect's principal places of
business, the location of the Project and elsewhere may affect
the validity of this provision. Specific legal advice should be
obtained with respect to deletion or modifications, and also
regarding requirements such as written disclosures or waivers.)
11.5.3 The rates and multiples set forth for Additional
Services shall be annually adjusted in accordance with normal
salary review practices of the Architect.
ARTICLE 12
OTHER CONDITIONS OR SERVICES
(Insert descriptions of other services, identify Additional
Services included within Basic Compensation and modifications to
the payment and compensation terms included in this Agreement.)
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ARCHITECT'S RELATIONSHIP WITH CONTRACTOR
12.1 The Owner acknowledges that the Architect on this Project
is a professional corporation which is owned by Anthony A.
Marnell II, who, in addition to being a licensed Architect within
the State of Nevada, is also the majority stockholder of Marnell
Corrao Associates, Inc., the Contractor on this Project. The
Owner acknowledges this relationship between Architect and
Contractor and accepts in every respect this close association
between the two of them. In light of the special relationship
existing between the Architect and Contractor, the Owner agrees
that in case of termination of the Contractor for whatever
reason, the terms and conditions of this Agreement will, at the
option of the Architect, be renegotiated. The Owner and Architect
agree that all documents provided herein shall be solely for use
on this Project, and the Owner understands and agrees that
Marnell Corrao Associates, Inc., shall be the General Contractor
on this Project.
OWNER'S PROJECT REPRESENTATIVE
12.2 The Owner shall designate representative(s) authorized to
act in the Owner's behalf with respect to this Project. The Owner
or such authorized representative(s) shall examine the documents
submitted by the Architect and shall render decisions pertaining
thereto promptly, to avoid unreasonable delay in the progress of
the Architect's services. For purposes of this Agreement, the
representative(s) shall be _______________________ (to be
completed by Owner).
INSURANCE
12.3 The Architect shall effect and maintain insurance to
protect himself from claims under Workmen's Compensation Acts;
claims for damages because of bodily injury including personal
injury, sickness or disease, or death of any of his employees,
and for claims for damages because of injury to or destruction of
tangible property including loss of use resulting therefrom; and
from claims arising out of the performance of professional
services caused by any errors, omissions or negligent acts of the
Architect. Architect shall secure Professional Liability
Insurance in the amount of ONE MILLION DOLLARS ($1,000,000) and
shall remain in full force and effect during the entire course of
the work and shall endeavor to maintain that dollar amount of
insurance for a period of seven (7) years after completion of the
Project.
This Agreement entered into as of the day and year first written
above.
(Article 12: Continued on Next Page)
OWNER ARCHITECT
(Signature) (Signature)
(Printed name and title) (Printed name and title)
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(Article 12: Continued)
OTHER SERVICES
12.4 The Architect shall furnish the services to provide and be
responsible for any submissions and/or the coordination required
to gain approval by any public or private company and/or other
governmental agencies having jurisdiction over the Project
including the Paradise Town Board, Clark County Planning
Commission; Clark County Commissioners; Clark County Department
of Building and Safety; Clark County Fire Department; State of
Nevada Fire Marshall; Las Vegas Valley Water District; Clark
County Sanitation District; Nevada Power Company; Central
Telephone Company and Southwest Gas Corporation. The Architect
hereby acknowledges that other professional Architectural and
Engineering services provided for within this Agreement which are
beyond the normal Architectural, Structural, Mechanical and
Electrical Engineering services for the Project are as follows:
A. Soils Investigation Report and Foundation Engineering.
B. Civil Engineering.
C. Food and Beverage Service Equipment Design and
Specifications.
D. Traffic Investigation and Report.
E. Hotel Tower Glazing System Design and Specifications.
F. Life Safety Systems Design and Consultation.
G. Interior and Exterior Signage/Lighting Design
Consultation.
H. Sound and Page Design and Consultation.
I. Interior Design Documents/Specifications and
Consultation.
J. Landscape Design Documents and Specifications.
K. Drainage Study and Update.
Where individuals are specifically designated, Owner and
Architect grant each other the right to substitute other
individuals in the event of death, disability, or dismissal with
approval of the other party with such approval not to be
unreasonably withheld.
The Architect shall provide lien releases for the Project from
all consultants upon completion and final payment for the Project
to Architect, only if requested by Owner.
OTHER OWNER'S RESPONSIBILITIES
12.5 The Owner shall furnish the services of a Professional
Engineer to provide those services which may include a Traffic
Report and/or a Drainage Flood Report should they be required to
gain approval by any public or private company and/or other
governmental agencies having jurisdiction over the Project.
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ATTACHMENT #1
WHEREAS, the Owner intends to design, construct and maintain
a new forty one (41) story hotel tower addition to the existing
Rio Hotel and Casino and provide some 1,025 guest rooms with a
restaurant and lounge at the top floor. Also included in the
expansion of the main casino is back of house and support areas;
a second level restaurant/retail and support area; basement
support and the main entrance Ring Road are being re-aligned.
Additionally being constructed is a 4-level Parking Garage
for public parking and a 3- Level Valet Parking Garage. Also
included is the expansion of the pool/recreation area onto the
existing parking deck adjacent to the pool area. A detailed
listing is as follows:
I. SITE
A. ROADWAYS (Approximately 11.2 Acres)
- New entry re-alignment at Hotel Rio Drive (includes
4 exit lanes to Flamingo).
- Two entrance lanes off Flamingo Road.
- Three entrance lanes to Porte Cochere.
- Five Ring Road lanes from front of project back to
Employee Parking area.
- One exit lane to (Flamingo Road) from Parking
Garage Area to Hotel Rio Drive.
- One valet lane from Parking Garage area to Porte
Cochere.
- Three lanes off Ring Road to Parking Garage self
parking.
- New Valet Parking tunnel extension.
- Re-align Ring Road on West side (adjacent to Valley
View) for new Valet Garage.
B. SURFACE PARKING
- Re-align self parking east and north of existing
parking deck.
- Re-align valet parking parallel with Flamingo Road.
- Provide new Employee Parking on new Cind-R-Lite
parcel and at Old Valley Foods property.
C. LANDSCAPE
- Landscape modifications as required for new
construction as a part of this expansion.
II. HOTEL/CASINO BUILDING
A. BASEMENT
NEW
PAGE 1
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1. Approximately 78,500 sf of new basement (to
include):
Receiving dock; dry storage; central plant
facilities; housekeeping; training rooms; security
offices; employee lounges; wine cellar; liquor
storage andfresh seafood butcher shop; show
dressing rooms/lockers/storage; retail storage and
miscellaneous back of house storage. Also a new
tunnel extension to connect to existing tunnels.
REMODEL AREAS:
2. Phase IV Human Resources/Payroll areas to be re-
aligned towards existing storage area .
3. Uniform issue area to be reworked and expanded into
existing training area.
B. FIRST FLOOR
NEW
1. Approximately 120,000 sf of new first floor (to
include):
New casino (26,900 sf); three (3) restaurants
(17,100 sf); eight (8) retail spaces (11,300 sf);
restrooms; hardcount; softcount; associated back of
house spaces and circulation.
Front Desk Hotel Registration Office and baggage
expansion (5,780 sf).
REMODEL AREAS:
2. Existing hard count and public restrooms (at
existing east expansion) to removed and replaced
with expanded casino and a new vestibule entrance.
Front Desk Hotel Registration/Lobby re-alignment.
C. SECOND FLOOR
NEW
1. Approximately 79,000 sf new second floor (to
include):
Two (2) restaurants (8,400 sf); 13 retail spaces
(20,800 sf); one (1) night club (11,300 sf);
associated back of house spaces and circulation.
D. THIRD FLOOR (TOWER)
NEW
PAGE 2
<PAGE>
1. Approximately 23,950 sf new third floor within
Hotel Tower footprint (to include):
Two (2) wedding chapels; reception space; room
service kitchen; Two (2) Honeymoon Suites;
associated back of house spaces and circulation.
2. Approximately 5,000 sf of new third floor (to
include):
Night Club (3,000 sf); Show Control Room (800 sf);
Mechanical Room (1,200 sf)
E. HOTEL TOWER (4th thru 41st)
NEW
1. Typical Floors 4-39
- Approximately 26,550 sf each floor
- Twenty-six (26) typical suites each floor.
- Two (2) end hospitality suites each floor.
- Twenty-second floor Exercise Room.
2. 40th Floor
- Approximately 18,870 sf
- Approximately 220 seat restaurant with outdoor
balcony
- Two (2) Hospitality suites
- One (1) Hospitality suite with outdoor balcony
and swimming pool
- One (1) Typical Guest Room interconnecting to
Hospitality Suite
3. 41st Floor
- Approximately 11,500 sf.
- One (1) Lounge with outdoor balcony
- One (1) Presidential Suite with outdoor
balcony and swimming pool.
4. 42nd & 43rd Floors
- Approximately 4,750 sf each floor
- Mechanical and Machine Rooms
- Radio Room
III. POOL/RECREATION AREA
A. EXISTING POOL AREA
- New Pool (approximately 5,000 sf) with new
decking around.
PAGE 3
<PAGE>
B. POOL RECREATION AREA (to be constructed on existing
Parking Deck (approximately 70,000 sf) to include):
- New Deck Lounge area
- Two (2) new Sand Volleyball Courts
- Sports courts (i.e. Bocce Ball and
Shuffleboard)
- various landscape areas
- water spray-down elements
C. VEHICLE SERVICE RAMP
- Approximately 2,160 sf from parking area up to
Recreation Deck.
D. PEDESTRIAN WALKWAY
- Extension of existing walkway (adjacent to
pool area), between new Recreation Deck and
New Casino Building - approximately 7,000 sf.
E. POOL EQUIPMENT ROOM
- Approximately 260 sf for new pool room,
located at existing lower level of Parking
Deck.
IV. PARKING GARAGES
A. PUBLIC PARKING GARAGE
- Four (4) levels (3 raised)
- Approximately 418,000 sf / 1,080 spaces
B. VALET PARKING GARAGE
- Three (3) levels (1 Basement / 1 raised)
- Approximately 175,000 sf / 470 spaces
For purposes of this Agreement, the Scope of Work delineated
above shall be titled: Rio Phase S Expansion, Architect's Project
AAM 205-95, hereinafter referred to as the "Project".
PAGE 4
<PAGE>
ATTACHMENT #2
BASIC COMPENSATION
11.2.1 For BASIC SERVICES, as described in Article 2, and any
other services included in Article 12 as a part of Basic
Compensation shall be computed as follows:
Basic Compensation shall be the Architectural and Engineering
Fee, calculated at four and twenty-five percent (4.25%) of actual
construction costs including specialty equipment (i.e. food and
bar service equipment, elevators, lighting, sound equipment,
etc., and actual F.F. & E. buyout, which includes: wallcovering,
carpet, specialty lighting, fixtures, furnishings, millwork and
finishes). This Architectural and Engineering Fee would equal to
four and twenty-five percent (4.25 %) of the Construction/F.F. &
E. costs, or Six Million Six Hundred Thirty Thousand Dollars,
($6,630,000).
Owner shall be invoiced monthly in Twenty (20) equal payments of
Three Hundred Thirty-One Thousand, Five Hundred Dollars
($331,500) commencing June 1995 and continuing through January
1997 for "Basic Services" rendered by the Architect, and shall be
invoiced separately for any expenses incurred for Additional
Services of the Architect, Additional Services of Consultants and
Reimbursable Expenses.
PAGE 5
<PAGE>
EXHIBIT "A"
2.4.2 The Architect shall assist the Owner in the preparation of
necessary bidding information, bidding forms, the Conditions of
the Contract, and the form of Agreement between the Owner and
Contractor.
Amended to read:
2.4.2 The Architect shall assist the Owner, only if requested by
the Owner, in the preparation of the necessary bidding
information, bidding forms, the Conditions of the Contract, and
the form of Agreement between the Owner and Contractor.
2.5.1 The Architect, following the Owner's approval of the
Construction Documents and of the latest preliminary estimate of
Construction Cost, shall assist the Owner in obtaining bids of
negotiated proposals and assist in awarding and preparing
contracts for construction.
Amended to read:
2.5.1 The Architect, following the Owner's approval of the
Construction Documents and of the latest preliminary estimate of
Construction Cost, shall assist the Owner and negotiated
Contractor, only if requested by Owner, in obtaining bids of
negotiated proposals and assist in awarding and preparing
contracts for construction.
2.6.1 The Architect's responsibility to provide Basic Services
for the Construction Phase under this Agreement commences with
the award of the Contract for Construction and terminates at the
earlier of the issuance to the Owner of the final Certificate for
Payment or 60 days after the date of Substantial Completion of
the Work unless extended under the terms of Subparagraph 10.3.3.
Amended to read:
2.6.1 The Architect's responsibility to provide Basic Services
for the Construction Phase under this Agreement commences with
the award of the Contract for Construction and terminates at the
earlier of the issuance to the Owner of the Final Certificate for
Payment by the Contractor or 60 days after the date of
Substantial Completion of the Work, unless extended under the
terms of Subparagraph 10.3.3.
2.6.2 The Architect shall provide administration of the Contract
for Construction as set forth below and in the edition of AIA
Document A201, General Conditions of the Contract for
Construction, current as of the date of this Agreement, unless
otherwise provided in this Agreement.
Amended to read:
2.6.2 The Architect shall provide administration of the Contract
for Construction as set forth below, unless otherwise provided in
this Agreement
PAGE 1
<PAGE>
2.6.9 Based on the Architect's observations and evaluations of
the Contractor's Applications for Payment, the Architect shall
review and certify the amounts due the Contractor.
Amended to read:
2.6.9 Based on the Architect's observations and evaluations of
the Contractor's Applications for Payment, the Architect shall
review and certify the amounts due the Contractor, only if
requested by the Owner.
2.6.10 Delete.
2.6.13 The Architect shall prepare Change Orders and Construction
Change Directives, with supporting documentation and data if
deemed necessary by the Architect as provided in Subparagraphs
3.1.1 and 3.3.3 for the Owner's approval and execution in
accordance with the Contract Documents, and may authorize minor
changes in the Work not involving an adjustment in the Contract
Sum or an extension of the Contract Time which are not
inconsistent with the intent of the Contract Documents.
Amended to read:
2.6.13 The Architect may authorize minor changes in the Work not
involving an adjustment in the Contract Sum or an extension of
the Contract Time which are not inconsistent with the intent of
the Contract Documents.
2.6.14 The Architect shall conduct inspections to determine the
date or dates of Substantial Completion and the date of final
completion, shall receive and forward to the Owner for the
Owner's review and records written warranties and related
documents required by the Contract Documents and assembled by the
Contractor, and shall issue a final Certificate for Payment upon
compliance with the requirements of the Contract Documents.
Amended to read:
2.6.14 The Architect shall forward to the Owner for the Owner's
review and records, any other written warranties and related
documents required by the Contract Documents and not received,
assembled and issued directly to the Owner by the Contractor.
3.2.1 If more extensive representation at the site than is
described in Subparagraph 2.6.5 is required, the Architect shall
provide one or more Project Representatives to assist in carrying
out such additional on-site responsibilities.
Amended to read:
3.2.1 If more extensive representation at the site than is
described in Subparagraph 2.6.5 is required by the Owner, the
Architect shall provide one or more Project Representatives to
assist in carrying out such additional on-site responsibilities.
PAGE 2
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3.2.2 Project Representatives shall be selected, employed and
directed by the Architect, and the Architect shall be compensated
therefor as agreed by the Owner and Architect. The duties,
responsibilities and limitations of authority of Project
Representatives shall be as described in the edition of AIA
Document B352 current as of the date of this Agreement, unless
otherwise agreed.
Amended to read:
3.2.2 Project Representatives shall be selected, employed and
directed by the Architect, and the Architect shall be compensated
therefor as agreed by the Owner and Architect.
3.3.7 Delete.
3.4.4 Providing special surveys, environmental studies and
submissions required for approvals of governmental authorities or
others having jurisdiction over the Project.
Amended to read:
3.4.4 Providing special surveys, environmental studies and
submission required for approvals of governmental authorities or
others having jurisdiction over the Project beyond that normally
required to gain public hearing before the Clark County Planning
Commission and Clark County Commissioners with regard to
Architectural Review, Variance, etc. if required.
3.4.13 Delete.
3.4.18 Providing services after issuance to the Owner of the
final Certificate for Payment; or in the absence of a final
Certificate for Payment, more than 60 days after the date of
Substantial Completion of the Work.
Amended to read:
3.4.18 Providing services after issuance to the Owner of the
final Certificate for Payment by the Contractor, or in the
absence of a final Certificate for Payment, more than 60 days
after the date of Substantial Completion of the Work
4.6 Delete.
9.2 Delete.
9.4 The Owner and Architect waive all rights against each other
and against the contractors, consultants, agents and employees of
the other for damages, but only to the extent covered by property
insurance during construction, except such rights as they may
have to the proceeds of such insurance as set forth in the
edition of AIA Document A201, General Conditions of the Contract
for Construction, current as of the date of this Agreement. The
Owner and Architect each shall require similar waivers from their
contractors, consultants and agents.
Amended to read:
PAGE 3
<PAGE>
9.4 The Owner and Architect waive all rights against each other
and against the contractors, consultants, agents and employees of
the other for damages, but only to the extent covered by property
insurance during construction. The Owner and Architect each
shall require similar waivers from their contractors, consultants
and agents.
10.2.1.2 Expense of reproductions, postage and handling of
Drawings, Specifications and other documents.
Amended to read:
10.2.1.2 Expense of reproducing photographs and other documents
other than those used by the Architect for his Consultants or in-
house use.
10.2.1.4 Expense of renderings, models and mock-ups requested by
the Owner.
Amended to read:
10.2.1.4 Expense of additional renderings, artwork, not provided
for by Architect, and/or models and mock-ups as specifically
requested by the Owner for his exclusive use on the Project.
10.2.1.6 Delete.
PAGE 4
<PAGE>
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
AGREEMENT made this 1st day of November, 1995, by and
between A. A. Marnell II Chtd. with offices located at 4495 South
Polaris Avenue, Las Vegas, Nevada 89103 (hereinafter call
("Assignor") and RIO PROPERTIES, INC., a Nevada corporation, with
offices located at 3700 W. Flamingo Road, Las Vegas, Nevada 89103
(hereinafter call "Assignee").
RECITALS
WHEREAS, Assignor has created and authored various
Works (hereinafter "Works"), included but not
limited to the hotel and related facility
concepts, names, plans, designs, schematics, blue
prints, renderings, color applications and layouts
for the Rio Hotel and Casino in Las Vegas, Nevada,
all of which constitute protectable intellectual
properties including but not limited to copyright,
patent and trade secret interests, which may give
rise to trademark and trade dress rights,
(hereinafter "Interests"); all pursuant to
Architectural Agreement entered into by and
between Assignor and Assignee dated July 27, 1995.
WHEREAS, Assignor desires to transfer entire ownership
in the Work(s), and all Interests therein, to
Assignee for which Assignee has agreed to give
Assignor adequate consideration;
WHEREAS, Assignor and Assignee further acknowledge that
such an Agreement must be in writing and signed by
Assignor in order to be valid and binding, the
Parties thus agree that this Assignment shall
constitute that writing.
IT IS THEREFORE agreed between Assignor and Assignee as
follows:
1. Grant of Rights. Assignor hereby grants, transfers,
assigns, and conveys to Assignee, its successors and assigns, the
entire title, right, interest, ownership and all subsidiary
rights in and to the Works, and all Interests therein, which
Assignor may possess as the author or owner of the Works. Those
Works shall include but not be limited to those Works set forth
in Attachment I attached hereto and incorporated herein by
reference. Said Grant of Rights shall include but not be limited
to Assignor agreeing to assist and aid Assignee in any efforts or
actions undertaken by Assignee to protect the Interests
applicable to the Works, such actions including but not limited
to securing registration of copyrights, trademarks (Federal or
state), trade dress, or patent(s) therein which resulting
registrations shall be in Assignee's name as claimant, and the
right to secure renewals, reissues, and extension of any
Intellectual Property interests in the United States of America
or any foreign country.
2. Consideration. Assignor and Assignee further agree and
acknowledge that the consideration for Assignment by Assignor
shall be deemed to be (20%) twenty percent of architectural fees
to be paid pursuant to above referred Agreements. The Parties
hereto further
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agree that said consideration is full and adequate compensation
for such Assignment by the Assignor to the Assignee.
3. Warranty of Interests. Assignor hereby confirms and
warrants to Assignee that as of the date of this Assignment,
Assignor is the lawful owner of good and marketable title in and
to all of the works and interests therein described and has the
full legal rights to assign the same.
4. Execution of Future Documents. The Assignee agrees to
execute and deliver to Assignor any and all documents that may be
necessary or are helpful to the Assignee in securing or
perfecting the registration of the rights conveyed herein.
5. MISCELLANEOUS PROVISIONS. THE FOLLOWING PROVISIONS
SHALL FURTHER APPLY TO THIS ASSIGNMENT:
a. Scope of Agreement. All terms of this Agreement
are applicable to any portion or part of the Works, as
well as the Works in their entirety.
b. Construction. For purposes of construction of this
Agreement, the language used herein shall be construed
as the language of both parties and neither party shall
be deemed the draftee.
c. Notices. Any notice which either party desires to
give to the other in connection with this Agreement
shall be given in writing and shall be mailed by
certified mail or by registered mail to the address
herein set forth, return receipt requested, and such
notice shall be deemed to have been received by the
other party upon such mailing. Each party may change
its address by written notice in accords with this
provision.
d. Waiver. The failure of either party to insist on
strict compliance with any of the terms, covenants, or
conditions of this agreement by the other party shall
not be deemed a waiver of that term, covenant, or
condition, nor shall any waiver or relinquishment of
any right or power for all or any other time.
e. Arbitration. In the event a dispute arises between
the parties as to any term or condition in this
Agreement, the parties agree to resolve such dispute by
submitting the dispute to binding arbitration before
the Nevada Arbitration Association, or American
Arbitration Association in Las Vegas, Nevada. The
decision of the Arbitration shall be conclusive and
enforceable by any court of competent jurisdiction. The
prevailing party shall be entitled to its reasonable
attorney fees.
f. Interpretation and Enforcement. This Agreement
shall be interpreted under applicable intellectual
property laws of the United States, including but not
limited to the Copyright Act, the Trademark Act as
Revised, patent laws of the United States, as well as
any other and such applicable laws of the State of
Nevada.
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<PAGE>
g. Severability. All non-material terms and
conditions of this Agreement shall be severable one
from the other so should any provision be held illegal
or unenforceable by a competent court of jurisdiction,
the remaining provisions shall remain in effect.
h. Entire Agreement. This Agreement constitutes the
entire agreement between the Parties hereto relating as
to transfer of Assignor's rights in the Works and
supersedes any prior oral or written agreement or
understanding between the parties relating to such
rights in said Work(s).
IN WITNESS WHEREOF and intended to be legally bound by, the
Parties have hereunder set their hands, the day and the first
year written above.
____________________, Assignor _____________________,Assignee
Anthony A. Marnell II, Chartered RIO PROPERTIES, INC.
by: Anthony A. Marnell II James A. Barrett, Jr.
its President its President
<PAGE>
<PAGE>
EXHIBIT 10.11
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BUILDING CONTRACT
THIS CONTRACT is made and entered into as of this Fourteenth
day of August 1995, by and between MARNELL CORRAO ASSOCIATES,
INC., a Nevada Corporation (as General Contractor and hereinafter
referred to as Contractor), and Rio Properties, Inc., d/b/a Rio
Suite Hotel & Casino, a Nevada Limited Partnership (hereinafter
referred to as Owner).
WITNESSETH:
WHEREAS, the Owner intends to construct a 1,015 Room Hotel
Tower; an approximate 255,000 square foot Low-Rise Addition; a
1,080 car Public Parking Garage; a 473 car Valet Parking Garage;
remodel an approximate 18,000 square feet of existing Low-Rise
building area; and related Onsite and Offsite Improvements in Las
Vegas, Nevada, said Rio Phase V Expansion being hereinafter
referred to as the Project (Our Project #738-95), and
WHEREAS, the Owner requests the Contractor to perform the
work and supply said materials and equipment necessary to
complete the Project, and
WHEREAS, the Contractor desires to perform said work and to
supply said materials and equipment,
NOW THEREFORE, in consideration of the mutual benefits
arising therefrom, and for other good and valuable consideration,
it is hereby agreed as follows.
ARTICLE 1
CONTRACT DOCUMENTS
(A) The documents constituting the Contract between the
Owner and the Contractor (and hereby collectively referred to as
the Contract or this Contract) consist of the following:
(1) This Building Contract.
(2) Marnell Corrao Associates proposal dated 4 August
1995, attached hereto as Exhibit "B".
(3) Preliminary Project Plans entitled: Rio Phase V
Expansion sheets A2.1, A2.2, A2.3 dated 21 July
1995 and Sheets TA1.1, TA2.0. TA2.1, TA2.2, TA2.3,
TA5.0, TA5.1 and TA6.0 dated 11 July 1995, as
prepared by Anthony A. Marnell II, Chtd.,
Architect.
(B) In the event of any conflict between or among any of
the terms or conditions of the documents constituting this
Contract, the following order shall be employed in resolving any
such conflict and in determining what terms or conditions will
govern:
(1) This Building Contract, inclusive of Exhibit 'B'.
<PAGE>
(2) The Plans.
(C) This Contract constitutes the entire agreement between
the parties, and no modification of this contract shall be valid
or binding unless such modification is in writing duly dated and
signed by both parties. Neither Owner nor Contractor shall be
bound by prior terms, conditions, statements, or representations,
express or implied, oral or written, not otherwise contained in
this Contract.
ARTICLE 2
CHANGES IN THE WORK
(A) The Owner may, by written instructions or drawings to
the Contractor which, in the reasonable opinion of the
Contractor, do not materially affect the type, design, nature or
scheduling of the Project, make changes in the above-mentioned
plans and specifications, issue additional instructions, require
additional work, direct the omission of work previously shown or
ordered, or change work already incorporated into the Project,
and the provisions of this Contract shall apply to any and all
such changes with the same force and effect as though originally
embodied in this Contract.
(B) For changes which involve additional work or a
reduction in work as set forth in Paragraph (A) above, the
Guaranteed Maximum Cost as hereinafter set forth in Article 6
shall be increased or decreased by the Contractor in accordance
with the Contractor's estimate for said work, and the
Contractor's fee shall be appropriately adjusted. All changes in
the work must be authorized by a representative of Owner, who,
for the purposes of this Project, shall be Mr. John Lipkowitz.
(C) However, Owner and Contractor specifically agree that
should a change be requested by Owner which, in the reasonable
opinion of the Contractor, would materially affect the type,
design, nature or schedule of the Project as a whole, the
Contractor reserves the right to renegotiate the terms of the
Contract.
ARTICLE 3
CONTRACTOR'S DUTIES
(A) The Contractor agrees to provide all labor, materials
and equipment necessary for the proper completion of the Project
in a manner consistent with the requirements of the work to be
performed, subject only to the provisions of Article 18; and
during the course of construction, the Contractor agrees to
furnish its best skill and judgment in effecting this goal.
(B) The Contractor shall maintain at the site for the Owner
one (1) record copy of drawings, specifications, addenda, change
orders and other modifications.
(C) The Contractor shall, during the course of
construction, keep the premises free from accumulation of waste
materials or rubbish caused by its operations. Within a
reasonable period of time after substantial completion of the
Project, the Contractor shall remove its waste
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materials and rubbish from and about the Project site as well
as all tools, construction equipment, machinery and surplus
materials.
(D) The Contractor shall comply with all applicable laws,
ordinances, rules, codes, regulations and lawful orders of any
public authority relating to construction of the Project.
(E) Irrespective of Paragraph (D) above, it is the
responsibility of the Project Architect to use his best efforts
to make certain that the Project is designed in accordance with
applicable laws, ordinances, rules, statutes, building codes and
regulations. If the Contractor observes that the Project, or any
portion thereof, may be at variance therewith, the Contractor
shall notify the Architect, and any change shall be accomplished
by an appropriate modification as provided in Article 2.
(F) Any other duties as may be set forth in this Contract.
ARTICLE 4
OWNER'S DUTIES
(A) The Owner shall, at the request of the Contractor,
prior to the time of execution of this Contract, furnish to the
Contractor and Contractor's Surety and Bonding Company acceptable
evidence that the Owner has made suitable financial arrangements
to fulfill its obligations under this Contract.
(B) The Owner shall furnish all surveys to the Architect
describing the physical characteristics, legal limitations and
utility locations for the site of the Project, and a legal
description of the site. A copy of the legal description shall be
attached to this Contract and marked as Exhibit A.
(C) The Owner shall secure and pay for necessary approvals,
easements, assessments and charges required for the construction,
use or occupancy of permanent structures or for permanent changes
in existing facilities.
(D) Information or services under the Owner's control shall
be furnished by the Owner with reasonable promptness so as to
avoid any delay in the orderly progress of the work.
(E) The Owner shall provide the Architect with those
facilities required by Article 5 (A) (3).
(F) The Owner shall pay for and obtain all necessary
utility company extensions or service fees related to this
project; i.e., Clark County Sanitation District, Nevada Power
Company, Centel Telephone, and Southwest Gas Company etc.
(G) Any other duties as may be set forth in this Contract.
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<PAGE>
ARTICLE 5
ARCHITECT'S DUTIES
The Owner is informed that the Architect on this
Project is Anthony A. Marnell II, who, in addition to being a
licensed Architect within the State of Nevada, is also a majority
stockholder and employee of Contractor. The Owner acknowledges
this relationship between Architect and Contractor on this
Project, and herein accepts in every respect this close
association between the two of them. In light of the special
relationship existing between the Architect and the Contractor,
the Owner agrees that in case of the termination of the
Architect, for whatever reason, at the option of the Contractor
the terms and conditions of this Contract will be renegotiated.
(A) The Architect will provide administration of the
Project as follows:
(1) The Architect shall advise and consult with the
Owner, and shall act on behalf of the Owner and
Contractor to the extent provided in this
Contract.
(2) The Architect shall visit the site at intervals
appropriate to the stage of construction or as
otherwise agreed by the Architect in writing to
become generally familiar with the progress and
quality of the work and to determine in general if
the work is proceeding in accordance with the
Contract. However, the Architect shall not be
required to make exhaustive or continuous on-site
inspections to check the quality or quantity of
the work. On the basis of such on-site
observations as an Architect, the Architect shall
keep the Owner informed of the progress and
quality of work. However, the Architect shall not
be responsible for the acts or omissions of the
Contractor, Subcontractors, or any other persons
performing any of the work in the Project, or for
failure of any of them to carry out the work in
accordance with this Contract.
(3) The Architect shall at all times have access to
the work wherever it is in preparation or
progress, and Owner shall provide facilities for
such access so that the Architect may perform his
functions under this Contract.
(4) On written request of either the Owner or
Contractor, the Architect shall, with reasonable
promptness, render interpretations of the plans
and specifications necessary for the proper
execution or progress of the work.
(5) The Architect's decisions in matters relating to
artistic effect shall be final if consistent with
the intent of this Contract.
(6) The Architect shall have authority to reject work
which does not conform to the requirements of this
Contract and the given standards of the industry;
and whenever, in the Architect's reasonable
opinion, it is necessary to evaluate conformity,
the Architect will have authority to require
special inspection or testing of the work in
accordance with the
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provisions of this Contract, whether or not such
work be then fabricated, installed or completed.
(a) If inspection or testing of the work reveals
a material failure of the work to comply with
the requirements of the Contract and the
standards of the industry, the Contractor
shall promptly correct any such deficient
work, and the cost involved in correcting
that work shall be borne solely by the
Contractor. However, should the inspection or
testing reveal that the work has been in
material compliance with the requirements of
the Contract and standards of the industry,
then the Owner shall bear any and all costs
involved in the inspection, testing, and
correction of the work and an appropriate
change order shall be issued as provided in
Article 2.
(b) If the law, rules, ordinances, regulations or
orders of any public authority having
jurisdiction require any portion of the work
to be inspected, tested or approved, the
Contractor shall arrange for such inspections
and the Owner shall bear all the costs of
such inspections, tests or approval.
(7) The Architect shall review and approve or take
other appropriate action upon the Contractor's
submittals such as shop drawings, product data and
samples, for conformance with the design concept
of the work, and with the information given in the
Contract. Such action shall be taken with
reasonable promptness so as to cause no delay in
the Project. The Architect's approval of a
specific item shall not indicate approval of any
assembly of which the item is a component.
(8) Any other duties as may be set forth in this
Contract.
ARTICLE 6
CONTRACTOR'S FEE
In consideration of the Contractor's performance of its
obligations under this Contract, the Owner agrees to pay the
Contractor as compensation for its services all costs (as costs
are defined in Article 7) plus a fee equal to Seven (7%) percent
of the total cost of the Project. Costs shall be paid to the
Contractor at the time and in the manner set forth in Article 15.
In addition, the Contractor shall be paid ninety percent (90%) of
the proportional amount of its fee with each payment request made
by Contractor until such time that the work is fifty percent
(50%) complete. Thereafter the Contractor shall be paid One
Hundred Percent (100%) of the proportional amount of its fee with
each payment request. The balance of the fee shall be paid at the
time of final payment. The Contractor guarantees that the maximum
cost to the Owner for the completion of the Project, which cost
includes the Contractor's fee, shall not exceed ONE HUNDRED
SIXTY-TWO MILLION, NINE HUNDRED EIGHT THOUSAND, SEVEN HUNDRED
THIRTY-FIVE DOLLARS ($162,908,735.00). This amount, however, is
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predicted upon the aforementioned original plans and the scope of
work as outlined in Marnell Corrao Associates proposal dated 4
August 1995 (Exhibit B), and does not contemplate any changes as
may be requested by the Owner as provided for in Article 2.
ARTICLE 7
COSTS TO BE REIMBURSED
(A) The Owner agrees to reimburse the Contractor for all
costs incurred in the execution of the work. Such costs include,
but are not limited to, the following items:
Item I. Any and all costs of labor, including but not
limited to social security, unemployment insurance, old age
benefits, all applicable taxes, travel time, subsistence wherever
applicable, contributions to labor union benefits, such as health
and welfare, vacation, pension, etc. Weekly payrolls shall be
made up from daily time sheets and shall set forth the name,
classification, social security number, hours worked, travel
time, subsistence, rate of pay, gross amount, all deductions, and
net amount paid for each employee. The payroll sheet shall bear a
sequence number and dates indicating the payroll period.
Contractor is to pay when due all employee
labor tax contributions, all state, county and federal taxes, as
pertains to labor, and all contributions to labor union benefit
funds. Contractor shall submit on its payment request the billing
for aforementioned amounts.
Item II. The salary and expenses of one off-site
administrative employee who is to expend whatever time and energy
is required to see that the job is properly administered from the
home office. However, his services are not to be exclusive for
this Project. Services of additional off-site administrative
personnel are to be covered by the allowance of the salary of the
administrative employee and may not be added to the cost of the
job.
Item III. Any and all materials and supplies purchased
for the Project or required for execution of the work, including
temporary buildings and structures. Cost of materials shall
include all applicable taxes and costs of transportation of these
materials. Fuel or energy for vehicle and equipment shall be
included. All materials paid for, or reimbursed, by the Owner
shall become the property of the Owner.
Item IV. The amounts of all subcontracts, said amount
to include all subcontractor's costs and profits.
Item V. Premiums on all insurance or bonds required
and or maintained for the Project (see Article 10 and Article
17). Premiums shall be included as costs as to which markup
applies in determining Contractor's fee. The cost of General
Liability Insurance is a reimbursable cost. The rate for the
General Liability Insurance shall be a minimum of $7.50 per
$1,000 dollars of contract value. This rate is subject to change.
Cost to be reimbursed shall be actual cost incurred by
Contractor.
Item VI. Transportation, traveling expenses, including
meals and hotel expenses of the Contractor of its officers or
employees incurred in the discharge of duties connected with this
work.
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Item VII. All expenses incurred for transportation to
and from the work of the personnel required for its prosecution
as pertaining to Article 7, Item Vl.
Item VIII. Permit fees, plan check fees, royalties,
direct field surveying for construction purposes, county
inspectors, damages for infringement of patents and costs of
defending suits therefore, and for deposits lost for causes other
than the Contractor's negligence.
Item IX. Losses and expenses not compensated by
insurance or otherwise sustained by the Contractor in connection
with the work, provided they have resulted from causes other than
the fault or negligence of the Contractor. Such losses shall
include settlements made with the written consent and approval of
the Owner. No such losses shall be included in the cost fee, but
if after a loss from fire, flood or similar causes not due to the
negligence of the Contractor, Contractor be required to
reconstruct damages portions of items, Contractor shall receive
for its services a fee in compliance with Article 6. Such work
shall be considered a change subject to the provision of Article
2, and the guaranteed maximum cost shall be increased
accordingly.
Item X. Minor expenses, such as telegrams, telephone
service, expressage, first aid supplies and similar petty cash
items.
Item XI. Cost, including transportation and
maintenance, of hand tools not owned by workmen, canvas,
tarpaulins, polyethylene film, and items consumed in the
prosecution of the work. Items used but not consumed remain the
property of Contractor.
Item XII. Rentals of tools, vehicles, trucks,
compressors, cranes, hoists, equipment and all construction plant
parts thereof. It is intended that rental shall be charged on all
items required for use in construction of the Project. Rentals
shall be charged on equipment owned by the Contractor as well as
equipment owned by others. Rental rates shall be as established
by prevailing area rates.
Item XIII. Interest at a rate in accordance with
Article 15, Paragraph (A), and as can be determined on funds
which the Contractor must provide or borrow in the event that
payments are not made by the Owner on time as provided
hereinafter in Article 15.
Item XIV. All items and expenses necessary for
providing of a temporary office at the jobsite. Salaries of
personnel required to maintain the field office shall be
incorporated in the payroll under the provisions of Article 7,
Item I. Supplies for the office shall be provided under the
provisions of Article 7, Item III.
Item XV. Costs incurred due to an emergency affecting
the safety of persons and property.
(B) Owner agrees to reimburse Contractor for all costs
incurred during or arising out of the course of construction,
even though billings for said costs may be submitted to the Owner
after the Contract has otherwise terminated, up to a maximum
period of 60 days after final payment.
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ARTICLE 8
COSTS NOT TO BE REIMBURSED
The following are the only costs which the Contractor shall
not be permitted to include as job costs:
Item I. Salary of any person employee during the
execution of the work in the main home office, except the one
administrative employee for whom provision is made in article 7,
Item II.
Item II. Overhead expenses not expressly included in
Article 7.
Item III. Interest on capital employed, except that
provided for in Article 7, Item XIII.
ARTICLE 9
DISCOUNTS, REBATES, REFUNDS
All cash and trade discounts shall accrue to the Owner,
provided payments to the Contractor are timely made according to
the provisions of Article 15. Should any payments to the
Contractor be withheld or delayed for whatever reason, all cash
and trade discounts shall accrue to the Contractor. Should a
discount be disallowed by a supplier due to a delay in payment
from the Owner, the undiscounted amount shall be considered the
cost. Rebates, refunds and all returns from sale of surplus
material shall accrue to the Owner.
ARTICLE 10
INSURANCE
(A) Property Insurance.
(1) The Owner shall purchase and maintain property
insurance on the entire work to the full insurable
value thereof. This insurance shall include the
Owner, the Contractor, Subcontractors, Sub-
subcontractors, and Materialmen. The insurance
shall insure against the perils of fire, extended
coverage and also include "all risk" for physical
loss not limited to theft, earthquake and flood
damages. If the Owner and Contractor agree to
waive any coverage's and a loss results from this
uninsured peril or lack of coverage, then the
Owner shall be solely responsible for any and all
resulting damage and costs.
(a) The Owner shall file a copy of all policies
with the Contractor before an exposure to
loss may occur. Said policies to be in a form
and content satisfactory to Contractor.
(b) If the Owner does not intend to purchase
insurance required by Paragraph (1) above,
Owner shall inform the Contractor in writing
prior to the commencement of the work. The
Contractor may then
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effect such insurance, and the cost shall be
charged to the Owner as a reimbursable cost
provided for in Article 7.
(2) The Owner shall purchase and maintain such
insurance as will insure Owner against loss of use
of Owner's property and/or damage to existing
property due to fire or other hazards, however
caused. This insurance shall include the Owner,
the Contractor, Subcontractors, Sub-subcontractors
and Materialmen. The Owner, for itself and on
behalf of its insurance company or companies,
waives all rights of recovery or causes of action
against the Contractor for all damage and/or loss
or use of its property, including consequential
losses, due to fire and other hazards, however
caused.
(3) The responsibility for payment of any deductible
under Paragraphs (1) and (2) above shall be borne
exclusively by the Owner.
(4) All policies of insurance obtained under
Paragraphs (1) and (2) above shall be secured with
recognized and established insurance companies and
no cancellation or modification of any policy or
policies shall be made by Owner without thirty
(30) days prior written notice to Contractor.
(B) Liability Insurance.
(1) The Owner shall be responsible for purchasing and
maintaining its own liability insurance, which
shall include such insurance as will protect the
Owner against claims which may arise from any
operations under this Contract.
(2) The Contractor will provide the Owner with
certificates of insurance evidencing that the
Contractor has liability and automobile liability
insurance, which insurance cannot be canceled by
or terminated or the coverage thereof materially
reduced, until the insurance company has attempted
to give thirty (30) days written notice thereof by
Registered Mail addressed to the Contractor and
Owner. The Contractor shall maintain:
(a) Public Liability:
Comprehensive General Liability Insurance
covering the Contractor, Owner and other
indemnities, as their interests may appear,
as additional insured, with limits of
liability as follows: Bodily Injury and
Property Damage: Not less than Ten Million
Dollars ($10,000,000.00) Combined Single
Limit.
(b) Workmen's Compensation:
Workmen's Compensation Insurance, in minimum
amounts as required by Law.
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(c) Automobile Liability:
Automobile Liability and Property Damage
Insurance for all owned, non-owned and hired
vehicles covering the Contractor and the
indemnities, as their interest may appear, as
additional insured, against liability for
bodily injury and death and for property
damage with limits of liability of not less
than One Million Dollars ($1,000,000.00)
Combined Single Limit.
(3) Owner agrees to defend, indemnify and hold
Contractor completely free and harmless from and
against any and all expenses, costs, including but
not limited to court costs and reasonable
attorney's fees which arise out of or which in any
way relate to any claim or demand being asserted,
or lawsuit arises out of any operations affecting
the Project. The agreement to indemnify and hold
the Contractor completely free and harmless shall
apply, save and except where it is legally
established by a Court of competent jurisdiction
that the Contractor has itself been principally
negligent. This Paragraph (3) shall survive the
termination of this Contract.
(C) Boiler Insurance.
The Owner shall purchase and maintain boiler and
machinery insurance in an amount necessary to protect the Owner
and Contractor from any and all risks or loss. This insurance
shall include the Owner, the Contractor, Subcontractors,
Sub-subcontractors and Materialmen.
(D) Notification of Any Claim.
Should either party to this Contract suffer injury or
damage to person or property because of any act or omission of
the other party or any of its employees, agents or others for
whose acts either the Owner or Contractor is or may be legally
liable, any claim of injury or damage shall be made in writing to
such other party within a reasonable time after the first
observance of such injury or damage.
ARTICLE 11
SUBCONTRACTS
(A) The Contractor may subcontract all or any portion of
the work at its discretion, and the total price of any and all
such Subcontracts shall be a reimbursable cost as provided for in
Article 7.
(B) Contractor acknowledges that under limited
circumstances the Owner may request the Contractor to use one or
more Subcontractors of the Owner's choice. However, in
recognition of the special relationship that must exist between
the Contractor and its Subcontractors, the Owner agrees that when
the Owner requests the use of any particular Subcontractor, the
Owner shall seek the advise and obtain the approval of the
Contractor. The
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Owner further agrees that should the Contractor agree to use the
Owner's Subcontractor, and should the price to be charged by the
Owner's Subcontractor exceed the price with the Contractor
otherwise intended to use, the difference in price will be added
to the Guaranteed Maximum Cost as provided for in Article 6, and
that the Contractor's fees will be increased accordingly.
(C) Regardless of which Subcontractors may be used on the
Project, there shall be no contractual relationship between the
Owner and the Subcontractors, and the Contractor shall have full,
complete and absolute directing authority over performance of the
work by all Subcontractors.
(D) The organization of the specifications into divisions,
sections and articles, and the arrangement of drawings shall not
control the Contractor in dividing the work among Subcontractors,
or in establishing the extent of the work to be performed by any
trade.
ARTICLE 12
OWNER'S REPRESENTATIVE
During the course of construction, the Owner shall provide
an individual who will be available on a regular basis to consult
with the Contractor concerning all phases of the Project. This
individual shall be the Owner's Representative, and shall be
solely responsible for bringing any problems to the attention of
the Contractor, and for approving any matters for which the
Owner's approval is required or sought. This individual shall
have total familiarity with all aspects of the building process,
and will have authority to represent and bind the Owner in any
and all matters affecting the Owner's rights and responsibilities
under this Contract. For the purposes of this Project, the
Owner's Representative shall be Mr. John Lipkowitz. If for any
reason or at any time, this individual will not be available to
the Contractor, then the Owner shall immediately designate
another individual to take his place and shall notify the
Contractor of such writing.
ARTICLE 13
TITLE OF THE WORK
The title to all work completed and in the course of
construction, and of all materials supplied, for which payment
has been made in full by Owner, shall be in the Owner.
ARTICLE 14
ACCOUNTING-INSPECTION AUDIT
The Contractor shall keep full and detailed accounts and
records of all costs. The Owner shall be afforded reasonable
access to the accounts and records of Contractor as reasonable
times for the purpose of inspecting, and where reasonably
requested by Owner, auditing the same.
However, neither the request for nor the conduct of any
audit shall be cause for failure of Owner to make timely payments
as provided herein. In any and all events, the Owner shall
request, conduct and close any monthly progress payment
accounting review within thirty (30)
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days after receipt of the progress payment request. Any final
payment request audit shall be conducted and closed within
twenty-five (25) days after receipt of the request for final
payment so as not to delay final payment including retention
which shall be paid Contractor within thirty (30) days after
substantial completion of the Project, and in no event, later
than thirty-nine (39) days after the filing of the Notice of
Completion for the Project.
ARTICLE 15
APPLICATION FOR PAYMENT
(A) The Contractor shall deliver to the Owner, on or about
the first day of each month, a request for payment on a form
substantially similar to that attached hereto as Exhibit C. The
Contractor shall include with this form an appropriate lien
release covering the work and materials enumerated in the payment
request. The Owner shall promptly approve the payment request so
that there will be no delay in processing of payment and shall,
save and except where a legitimate objection is raised as to a
particular item as provided in Paragraph (B) below, make payment
in full to the Contractor on or before the tenth (10th) day of
each month. Payments not made to the Contractor on or before the
tenth (10th) of the month shall bear interest at the then current
prime rate of interest plus 2% as that rate is established by
First Interstate Bank of Nevada. The inclusion of this interest
shall be in addition to any and all other rights and remedies
which the Contractor may have in the event of delinquent
payments.
(B) The Owner shall determine the amount owning to the
Contractor based on observations at the site and on evaluation of
the Contractor's request for payment. Should the Owner disapprove
an item in any payment request, payment for that specific item
may be withheld for a period not to exceed thirty (30) days
within which time it shall be adjudicated. However, the balance
requested in that payment request must be paid by the Owner to
the Contractor on or before the tenth (10th) day of the month.
(C) The Contractor specifically reserves the right to cease
work should requested payments be unreasonably withheld or
delayed.
(D) Payments will be made by the Owner for materials or
equipment whether the same have been incorporated into the
Project or suitable stored on or off the site. Payments for said
materials and equipment will be conditioned only upon inspection
of the materials and equipment by the Contractor, and the
Contractor's verification that suitable insurance has been
secured.
(E) If, after substantial completion of the work, final
completion thereof is materially delayed through no fault of the
Contractor or by issuance of change orders affecting final
completion, the Owner shall, upon application by the Contractor,
and without terminating the Contract, make payment of the balance
due for that portion of the work which has been fully completed.
(F) In the event of a lien or liens for material or labor
is filed against the property, the Owner may withhold from final
payment to Contractor an amount equal to the amount of the lien
plus a reasonable amount to meet the cost of possible litigation.
This amount shall be promptly released to the Contractor upon its
furnishing a bond in favor of the Owner and the lien claimant
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in the amount of the lien and probable litigation costs, or upon
the Contractor furnishing the Owner a release of lien from the
claimant.
(G) Final payment shall be paid to the Contractor within
thirty (30) days after substantial completion, as defined in
Article 16, Paragraph (B) and in no event later than thirty-nine
(39) days after, the filing of the Notice of Completion for the
Project.
(H) The making of final payment shall constitute a waiver
of all claims by the Owner except those arising from (1)
unsettled liens, or (2) faulty or defective work appearing after
substantial completion and within the term of the warranty given
by the Contractor, under the terms of Article 19.
(I) A ten percent (10%) retention shall be withheld from
each application for payment for work performed until the work is
fifty percent (50%) complete. Thereafter no retention shall be
withheld. Retention shall be released upon Final Payment.
ARTICLE 16
NOTICE OF COMPLETION
(A) The Owner shall promptly record a Notice of Completion
when the Project has been substantially completed. Substantial
completion is defined below in Paragraph (B). Final payment shall
be paid to the Contractor within thirty (30) days after
substantial completion, and in no event later than thirty-nine
(39) days after, the filing of Notice of Completion for the
Project.
(B) The date of substantial completion of the work, or any
designated portion thereof, is the date certified by the
Contractor when construction is sufficiently complete, in
accordance with the Contract, so the Owner can occupy or utilize
the Project or designated portion thereof for the use for which
it is intended.
ARTICLE 17
BOND
The Contractor shall endeavor to furnish a Contract
Performance Bond in an amount and form satisfactory to the Owner
at the Owner's expense should the Owner specifically request such
a bond. Should the Owner desire, the Contractor may pay for the
bond; however, in this event, the premium shall become a job cost
under the provision of Article 7, Item V, and the Guaranteed
Maximum Cost as set forth in Article 6, shall be increased
accordingly, treating this as a change subject to the provisions
of Article 2.
ARTICLE 18
PERIOD OF CONSTRUCTION
(A) The Contractor agrees to commence work hereunder within
five (5) work days after receipt of written notice from the Owner
to do so, to prosecute said work thereafter
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diligently and continuously to completion and in any and all
events to substantially complete the Project within 540 calendar
days after receipt of the Owner's notice to commence work.
(B) The Owner and Contractor specifically acknowledge,
however, that there are circumstances beyond the reasonable
control of Contractor which may result in a delay of the Project.
Consequently, Owner and Contractor agree that if the Contractor
is delayed or impeded by any acts of the Owner or its agents or
those claiming under agreement from the Owner, or by acts of God
which Contractor could not have reasonably foreseen and provided
against, or by stormy, inclement, or severely cold weather, or by
strike, boycott, or like obstructive actions of employees, third
persons or labor organizations, or for any other cause beyond the
reasonable control of Contractor, the time within which the
Contractor has to complete the Project shall be appropriately
extended.
(C) Should concealed conditions encountered in the
performance of the work below the surface of the ground, or
should concealed or unknown conditions in an existing structure
be at variance with the conditions indicated by the Contract, or
should unknown physical conditions below the surface of the
ground or should concealed or unknown conditions in an existing
structure of an unusual nature, differing materially from those
ordinarily encountered and generally recognized as inherent in
work of the character provided for in this Contract be
encountered, the Contract Sum shall be equitably adjusted under
Article 2, upon claim made within a reasonable time after the
first observance of the condition.
(D) The period of time set forth in Paragraph (A) above may
be necessarily or appropriately extended by any change orders
effected pursuant to Article 2.
(E) The term "day" as used throughout this Contract shall
mean calendar day unless otherwise specifically designated.
ARTICLE 19
WARRANTIES
(A) The entire work is hereby warranted against defects in
materials and workmanship for a period of one (1) year from the
date of substantial completion of the Project or substantial
completion of any designated portion thereof. If, within this one
(1) year period, any of the work or materials or equipment (for
which approval has not been previously given in writing by Owner)
is proven to be defective and not in accordance with the
Contract, the Contractor shall, at its expense, correct said
defect promptly after receipt of a written notice from the Owner
to do so. The Owner shall give notice promptly after discovery of
any defective condition.
(B) The Contractor warrants to the Owner that all equipment
and materials furnished under this Contract will be new unless
otherwise specified or approved by the Owner.
(C) Articles, materials or methods specified by proprietary
name or by name of vendor or manufacturer will be furnished or
applied by Contractor, except only where equal substitutions for
articles, materials or methods are approved by the Contractor for
use in lieu thereof. In
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determining the quality of substitute parts, materials or
methods, availability or procurement shall be a determining
factor.
(D) The Contractor shall secure and furnish to the Owner
through the Architect, all applicable written guarantees and
warranties as may be called for by this Contract.
ARTICLE 20
ARBITRATION
(A) All disputes, claims or questions not resolved
informally by Owner and Contractor may be subject to arbitration.
If both Owner and Contractor agree that a particular dispute,
claim or question should be arbitrated, then arbitration shall be
effected as provided in Paragraph (B) below, and the decision
therefrom shall be binding on both parties. If, however, either
the Contractor and/or the Owner elect not to proceed by way of
arbitration, then either or both parties may resort to
appropriate Court action, with the prevailing party being
entitled to receive all reasonable attorneys' fees, Court costs,
and any and all other fees, expenses, and costs arising out of or
in any way incurred in the institution or defense of that action.
(B) Should both the Owner and Contractor agree to
arbitration, the following procedures shall be employed:
(1) Notice of the demand for arbitration shall be
filed in writing with the other party to this Contract. This
demand shall be made within a reasonable time after the
dispute has risen, but in no case shall the demand be made
later than the time set in this Contract for final payment.
Any demand received after that time shall not be allowed.
(2) Owner and Contractor shall, within ten (10) days
of the written demand for arbitration, agree upon an
arbitrator. If within this said ten (10) day period the
Owner and Contractor are unable to agree upon a single
arbitrator, then the Owner and Contractor will, within three
(3) additional days, each select an arbitrator, and those
two arbitrators will then select a third.
(3) At such time as the arbitrator (or all three
arbitrators) has been selected as provided in Paragraph (2)
above, the election to arbitrate shall become final and
irrevocable.
(4) Unless both Owner and Contractor specifically
agree in writing to the contrary, the arbitration hearing
shall be conducted and the decision rendered therefrom no
more than forty-five (45) days after the written demand for
arbitration.
(5) The arbitrator, if he deems that the case requires
it, is authorized to award to the party whose contention is
sustained, such sums as he (or a majority of them) shall
deem proper to compensate the prevailing party for the time
and expense incident to the proceedings, including any and
all reasonable attorneys' fees expended, and, if the
arbitration was demanded without reasonable cause, he may
also award damages for delay. Unless Owner and Contractor
specifically agree in writing to the contrary, the
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arbitrator shall fix his own compensation and shall assess
costs and charges of the proceeding upon either or both
parties.
(6) The decision of the arbitrator shall be final,
save and except for the limited right of appeal as provided
for in the Nevada Revised Statutes. In the event the
decision of the arbitrator is appealed, reasonable
attorneys' fees and Court costs, as determined by a Court of
competent jurisdiction, shall be paid to the prevailing
party.
(7) Unless Owner and Contractor otherwise agree in
writing to the contrary, the Contractor shall carry on the
work during any arbitration proceedings, and the Owner shall
continue to make timely payments to the Contractor in
accordance with the Contract.
ARTICLE 21
TERMINATION OF THE CONTRACTOR
(A) Termination by the Contractor.
(1) If the work is stopped for a period of thirty (30)
days under an order of any Court or other public authority having
jurisdiction, or as the result of an act of government, such as
declaration of a national emergency making materials unavailable
through no act or fault of the Contractor or a Subcontractor or
their agents or employees, or any other person performing any of
the work under a contract with the Contractor, of if the work
should be stopped for a period of thirty (30) days by the
Contractor because the Owner has not made payment as provided
herein, then the Contractor may, upon three (3) additional days'
written notice to the Owner, terminate this Contract and recover
from the Owner payment for all work executed, and for any proven
loss sustained upon any materials, equipment, tools, construction
equipment and machinery, including reasonable profit and damages
thereon.
(B) Termination by the Owner.
(1) If the Contractor is adjudged a bankrupt or makes
a general assignment for the benefit of creditors, or if a
receiver is appointed on account of the Contractor's insolvency,
or if the Contractor persistently and repeatedly refuses or
fails, except in cases for which an extension of time is provided
for in Article 18, to supply enough workmen or materials, or if
the Contractor persistently and repeatedly fails to make payment
to Subcontractors or for materials or labor, or persistently
disregards laws, ordinancs, rules, regulations or orders of any
public authority having jurisdiction, or otherwise is guilty of a
substantial violation of the provisions of this Contract, then
the Owner may, without prejudice to any other rights or remedies
he may have, and after giving the Contractor and his surety, if
any, three (3) days' written notice, terminate the employment of
the Contractor and take possession of the site and all materials
for which the Owner has made payment in full.
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(C) Any termination of this Contract, whether by Contractor or
Owner, shall be subject to the rights and remedies available in
Article 20.
ARTICLE 22
MISCELLANEOUS PROVISIONS
(None)
ARTICLE 23
NOTICES
Any and all notices, demands or requests required or
appropriate under this Contract shall be given in writing either
by personal delivery or by registered or certified mail, return
receipt requested, addressed to the following addresses:
To Contractor: MARNELL CORRAO ASSOCIATES, INC.
4495 South Polaris Avenue
Las Vegas, NV 89103
To Owner: RIO PROPERTIES, INC., d/b/a
RIO SUITE HOTEL & CASINO
3700 West Flamingo Road
Las Vegas, NV 89103
When notice has been given by mail, it shall be deemed served the
date following deposit, postage prepaid in the United States
mail. The parties may change the place of notice by notifying the
other party as set forth herein.
ARTICLE 24
PARTIAL INVALIDITY
Should any term, condition, covenant or provision of this
Contract, or any application thereof, be held by a Court of
competent jurisdiction to be invalid, void or unenforceable, all
provisions, covenants or conditions of this Contract, and all
applications thereof, not held invalid, void or unenforceable,
shall continue in full force and effect and shall in no way be
effected, impaired or invalidated thereby.
ARTICLE 25
SUCCESSORS IN INTEREST
Neither Owner nor Contractor may transfer or assign this
Contract, or any interest therein, without the prior written
permission of the other. However, this Contract shall insure to
be benefit of, and be binding upon, the successors, assigns
(where permitted) and representatives of both the
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Owner and Contractor, and the Owner and Contractor covenant for
themselves and for their successors, assigns and representatives,
that they will fully perform on the terms and conditions of this
Contract.
ARTICLE 26
CAPTIONS AND PRONOUNS
The captions appearing at the commencement of the Articles
hereof are descriptive only and for convenience in reference to
this Contract, and in no way whatsoever define, limit or describe
the scope or intent of this Contract, or in any way affect this
Contract.
ARTICLE 27
CORPORATE AUTHORIZATION
The parties executing this Contract acknowledge and
represent that all corporate authorization has been obtained for
the execution of this Contract and for the compliance with each
and every term hereof.
ARTICLE 28
LEGAL SUITS
The terms and conditions of this Contract shall be construed
in accordance with and governed by the laws of the State of
Nevada, and the parties hereto acknowledge that the Courts of
this State shall have exclusive jurisdiction over any action or
proceeding brought under or by reason of this Contract.
In Witness Whereof, the Contractor and Owner have executed
this contract as of the day and year first above written.
RIO PROPERTIES, INC., d/b/a MARNELL CORRAO ASSOCIATES, INC.
RIO SUITE HOTEL & CASINO
By By
Its Its
Nevada State Contractor's
License No. 8152A
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Attachments: Exhibit "A" Legal Description
Exhibit "B" Proposal dated 4 August 1995
Exhibit "C" Billing Format
<PAGE>
EXHIBIT "A"
PARCEL I:
The Southwest Quarter (SW 1/4) of the Southwest Quarter (SW
1/4) of Section 17, Township 21 South, Range 61 East, M.D.B.&M.
EXCEPTING THEREFROM the Easterly 735 feet.
ALSO EXCEPTING THEREFROM the Westerly 50 feet and the
Southerly 50 feet, as conveyed to Clark County, for roads and
incidental purposes, by Deeds recorded December 21, 1966 in Book
766 as Document No. 615412, and recorded August 24, 1967 in Book
818 as Document No. 657103, of Official Records.
FURTHER EXCEPTING THEREFROM that portion of the Southwest
Quarter (SW 1/4) of the Southwest Quarter (SW 1/4) of Section 17,
Township 21 South, Range 61 East, M.D.B.&M., more particularly
described as follows:
BEGINNING at the intersection of the Owner's Easterly
property line and the left or Northerly right-of-way line of
Flamingo Road (Project M-5927(6)), at a point 105.00 feet left of
and measured radially from Highway Engineer's Station "M" 5+
85.38 P. O. C., said point of beginning further described as
bearing North 82 deg. 38'49" East a distance of 614.92 feet from
the Southwest corner of Section 17, Township 21 South, Range 61
East, M.D.B.&M., thence South 0 deg. 09'16" East along the
Owner's Easterly property line a distance of 30.05 feet to the
Southwest corner of Owner's property; thence North 89 deg. 52'24"
West along the Owner's Southerly property line a distance of
560.54 feet to the Southwest corner of Owner's property; thence
North 0 deg. 41'58" West along the Owner's Westerly property line
a distance of 43.27 feet to an intersection with the left or
Northerly right-of-way line of said Flamingo Road; thence South
89 deg. 00'00" East along said right-of-way line a distance of
286.54 feet to a point; thence from a tangent which bears the
last described course, curving to the right along said
right-of-way line, with a radius of 1075 feet, through an angle
of 3 deg. 46'06" an arc distance of 70.70 feet to a point; thence
North 4 deg. 46'06" East along said right-of-way line a distance
of 30.00 feet to a point; thence from a tangent which bears South
85 deg. 13'54" East, curving to the right along said right-of-way
line, with a radius of 1105 feet, through an angle of 10 deg.
37'17" an arc distance of 204.84 feet to the point of beginning.
FURTHER EXCEPTING THEREFROM those portions of the Southwest
Quarter (SW 1/4) of Section 17, Township 21 South, Range 61 East,
M.D.B. & M., Clark County, Nevada, being more particularly
described as follows:
PARCEL A:
COMMENCING at the West One-Sixteenth Corner of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada; thence South 89 deg. 17'22" East a distance of 50.01 feet
to the TRUE Point OF BEGINNING; thence continuing South 89 deg.
17'22" East a
<PAGE>
distance of 945.61 feet to a point; thence South 00 deg. 03'46"
West a distance of 30.00 feet to a point; thence North 89 deg.
17'22" West a distance of 945.03 feet to a point; thence North 00
deg. 29'59" West a distance of 30.01 feet to the TRUE POINT OF
BEGINNING.
PARCEL B:
COMMENCING at the West One-Sixteenth Corner of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada; thence South 89 deg. 17'22" East a distance of 50.01 feet
to a point; thence South 00 deg. 29'59" East a distance of 30.01
feet to the TRUE POINT OF BEGINNING; thence continuing South 00
deg. 29'59" East a distance of 25.53 feet to a point; thence
along a curve concave to the Southeast, having a radius of 25.00
feet, a central angle of 91 deg. 12'37" with an arc length of
39.80 feet to a point; thence North 89 deg. 17'22" West a
distance of 25.53 feet to the TRUE POINT OF BEGINNING.
PARCEL C:
COMMENCING at the Southwest Corner of Section 17, Township
21 South, Range 61 East, M.D.B. & M., Clark County, Nevada;
thence South 89 deg. 38'49" East a distance of 50.00 feet to a
point; thence North 00 deg. 29'59" West a distance of 93.27 feet
to the TRUE POINT OF BEGINNING; thence continuing North 00 deg.
29'59" West a distance of 52.40 feet to a point; thence along a
curve concave to the Northeast, having a radius of 54.00 feet, a
central angle of 88 deg. 16'26" with an arc length of 83.20 feet
to a point; thence North 88 deg. 46'25" West a distance of 52.40
feet to the TRUE POINT OF BEGINNING.
EXCEPTING THEREFROM that portion of said land as conveyed to
Clark County for road purposes by Deed recorded October 19, 1989,
in Book 891019, as Document No. 00833 and re-recorded January 18,
1990 in Book 900118, as Document No. 00862 of Official Records.
PARCEL II:
The East 735 feet of the Southwest Quarter (SW 1/4) of the
Southwest Quarter (SW 1/4) of Section 17, Township 21 South,
Range 61 East, M.D.M.
EXCEPT that portion of the North 300 feet of said land lying
West of the East 322.58 feet.
ALSO EXCEPT the interest in the Southerly Fifty (50) feet of
the Southwest Quarter (SW 1/4) of the Southwest Quarter (SW 1/4)
as conveyed to the County of Clark, for roads, utilities, other
public and incidental purposes by Deed recorded August 24, 1967
as Document No. 657103.
FURTHER EXCEPT the interest in a portion of said land
conveyed to Clark County for roads, utilities and other public
and incidental purposes by Deed recorded May 7, 1971 as Document
No. 98302, Official Records.
A-2
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FURTHER EXCEPTING THEREFROM that portion of the Southwest
Quarter (SW 1/4) of the Southwest Quarter (SW 1/4) of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada, being more particularly described as follows:
BEGINNING at the Northeast corner of the Southwest Quarter
(SW 1/4) of the Southwest Quarter (SW 1/4) of said Section 17, as
delineated on that certain recorded survey map performed by
ARMAND A. DUCHARME at the instance of STOCKS MILL AND SUPPLY INC.
dated June 28, 1973 in File 26, Page 12, Official Records, Clark
County, Nevada; thence South 00 deg. 03'48" West along the East
line of the Southwest Quarter (SW 1/4) of the Southwest Quarter
(SW 1/4) of said Section 17 a distance of 1261.96 feet to a point
in the North right-of-way line of FLAMINGO ROAD (100.00 feet
wide); thence North 89 deg. 38'49" West along said North
right-of-way line a distance of 282.59 feet to a point, being the
intersection of the North right-of-way line of FLAMINGO ROAD and
the East right-of-way line of HIGHLAND DRIVE (80.00 feet wide);
thence North 00 deg. 03'48" East along the East right-of-way line
of said HIGHLAND DRIVE a distance of 1263.78 feet to a point in
the North line of the Southwest Quarter (SW 1/4)`of the Southwest
Quarter (SW 1/4) of said Section 17; thence South 89 deg. 16'52"
East along the North line of the Southwest Quarter (SW 1/4) of
the Southwest Quarter (SW 1/4) of said Section 17, a distance of
282.58 feet to a point being the TRUE POINT OF BEGINNING.
FURTHER EXCEPTING those portions conveyed to Clark County by
Deed recorded October 10, 1985 in Book 2198 as Document No.
2157357, Official Records and described as follows:
PARCEL A:
Being a portion of the Southwest Quarter (SW 1/4) of Section
17, Township 21 South, Range 61 East, M.D.M., more fully
described by metes and bounds as follows, to wit:
Beginning at the intersection of the Grantor's westerly
property line as delineated on that certain survey map filed in
the Office of the County Recorder of Clark County, Nevada in File
26, Page 12 of Surveys as Document No. 300693 of Official Records
on June 28, 1973; and the left or Northerly right of way line of
Flamingo Road (Project M-592(6)) at a point 105.00 feet left of
and measured radially from Highway Engineer's Station ''M''
5+85.38 P.O.C., said point of beginning further described as
bearing North 82 deg. 38'49" East, a distance of 614.92 feet from
the Southwest corner of Section 17, Township 21 South, Range 61
East, M.D.M.; thence South 46 deg. 45'37" East, along said right
of way line, a distance of 43.97 feet to grantor's Southerly
property line, thence North 89 deg. 52'24" West, along Grantor's
Southerly property line, a distance of 31.95 feet to the
Southwest corner of Grantor's property; thence North 00 deg.
09'16" West, along the Grantor's Westerly property line, a
distance of 30.05 feet to the point of beginning.
PARCEL B:
Being a portion of the Southwest Quarter (SW 1/4) of Section
17, Township 21 South, Range 61 East, M.D.M., and more fully
described by metes and bounds as follows, to wit:
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Beginning at Grantor's Easterly property line as delineated
on that certain recorded survey map filed in the Office of the
County Recorder of Clark County, Nevada, in File 26, Page 12 of
Surveys as Document No. 300693 of Official Records on June 28,
1973, at a point 219.10 feet left of and at right angles to the
centerline of Flamingo Road (Project M-59(6)), at Highway
Engineer's Station "M" 9+37.96 P.O.T., said point of beginning
further described as bearing North 84 deg. 53'26" East, a
distance of 986.19 feet from the Southwest corner of Section 17,
Township 21 South, Range 61 East, M.D.M.; thence South 0 deg.
09'16" East, along the Grantor's Easterly property line, a
distance of 40.00 feet to the Southeast corner of Grantor's
property; thence North 89 deg. 52'24" West along Grantor's
Southerly property line, a distance of 50.00 feet to a point;
thence North 51 deg. 21'20" East, a distance of 63.88 feet to the
point of beginning.
FURTHER EXCEPTING from Parcel II any improvements located
thereon as excepted in Deed dated August 12, 1985, executed by
JAMES W. NEWMAN, In Favor of ALLAN D. SACHS, and recorded August
14, 1985 in Book 2167 as Document No. 2126328 and re-recorded
November 27, 1985 in Book 2225 as Document No. 2184489, of
Official Records.
PARCEL III:
That portion of the Southwest Quarter (SW 1/4) of the
Southwest Quarter (SW 1/4) of Section 17, Township 21 South,
Range 61 East, M.D.M., described as:
Lot Two (2) as shown by map thereof in File 47 of Parcel
maps, Page 51, in the Office of the County Recorder of Clark
County, Nevada.
PARCEL IV:
A portion of the Southwest quarter (SW 1/4) of the Southwest
Quarter (SW 1/4) of Section 17, Township 21 South, Range 61 East,
M.D.M., and more fully described by metes and bounds as follows,
to wit:
BEGINNING at a point on the left or Northerly right-of-way
line of SR-592 (Flamingo Road, (Project M-592(6)), 75.00 feet
left of and measured radially from Highway Engineer's Station
"M'' 4+00.00 P.O.C.; said point of beginning further described as
bearing North 78 deg. 13'43" East, a distance of 414.70 feet from
the Southwest corner of Section 17, Township 21 South, Range 61
East, M.D.M.; thence North 4 deg. 46'06" East, along the former
left or Northerly right-of-way line of said SR-592, a distance of
30.00 feet to a point; thence from a tangent which bears South 85
deg. 13'54" East, curving to the right along said former
right-of-way line, with a radius of 1,105 feet, through an angle
of 10 deg. 37'17", an arc distance of 204.85 feet to a point;
thence South 46 deg. 45'33" East, along said former right-of-way
line, a distance of 43.96 feet to an intersection with the left
or Northerly right-of-way line of said SR-562, 85.00 feet left of
and at right angles to Highway's Engineer's Station "M'' 6+22.66
P.O.T.; thence North 89 deg. 52'24" West, along said right-of-way
line, a distance of 35.97 feet to a point 75.00 feet left of and
measured radially from Highway Engineer's Station "M" 5+89.26
P.O.C.; thence from a tangent which bears North 74 deg. 23'17"
West, curving to the left along said right-of-way line, with a
radius of 1,075 feet, through an angle of 10 deg. 50'37", and arc
distance of 203.45 feet to the point of beginning: said parcel
contains an area of 6,665 square feet (0.15 of an acre), more or
less.
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PARCEL V:
A portion of the Southwest Quarter (SW 1/4) of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada, being more particularly described as follows (Highland
Avenue):
COMMENCING at the Southwest corner of Section 17, Township
21 South, Range 61 East, M.D.B. & M., Clark County, Nevada;
thence South 89 deg. 38'49" East a distance of 50.00 feet to a
point; thence North 00 deg. 29'59" West a distance of 93.27 feet
to a point on the North line of Flamingo Road; thence South 88
deg. 46'25" East a distance of 286.54 feet to a point; thence
South 82 deg. 24'46" East a distance of 308.90 feet to a point;
thence South 89 deg. 38'49" East a distance of 290.35 feet to the
TRUE POINT OF BEGINNING; thence continuing South 89 deg. 38'49"
East a distance of 130.00 feet to a point; thence North 00 deg.
03'46" East a distance of 836.29 feet to a point; thence along a
curve concave to the Northeast, having a radius of 60.00 feet, a
central angle of 83 deg. 37'14" with an arc length of 87.57 feet
to a point; thence South 00 deg. 03'46" West a distance of 795.88
feet to a point; thence South 51 deg. 34'48" West a distance of
63.87 feet to the TRUE POINT OF BEGINNING.
PARCEL VI:
A portion of the Southwest Quarter (SW 1/4) of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada, and a portion of the Northwest Quarter (NW 1/4) of
Section 20, Township 21 South, Range 61 East, M.D.B. & M., being
more particularly described as follows (Flamingo Road):
COMMENCING at the Southwest Quarter (SW 1/4) of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada; thence South 89 deg. 38'49" East a distance of 50.00 feet
to a point; thence North 00 deg. 29'59" West a distance of 93.27
feet to a point on the North right-of-way line of Flamingo Road;
thence South 88 deg. 46'25" East a distance of 286.54 feet to a
point; thence South 82 deg. 24'46" East a distance of 308.90 feet
to a point; thence South 89 deg. 38'49" East a distance of 290.35
feet to the TRUE POINT OF BEGINNING; thence continuing South 89
deg. 38'49" East a distance of 412.64 feet to a point; thence
South 00 deg. 03'46'' West a distance of 100.00 feet to a point;
thence North 89 deg. 38'49" West a distance of 282.64 feet to a
point; thence North 68 deg. 41'03" West a distance of 139.76 feet
to a point; thence North 00 deg. 21'11'' East a distance of 50.00
feet to the TRUE POINT OF BEGINNING.
PARCEL VII:
All that portion of the Northwest Quarter (NW 1/4) of the
Northwest Quarter (NW 1/4) of Section 20, Township 21 South,
Range 61 East, M.D.B.&M., lying Northeasterly of the following
described parcel, excepting therefrom the North Fifty (50) feet
thereof:
PARCEL NO. I-015-CL-038.344, WESTERN HOLDING COMPANY, A
NEVADA CORPORATION, TO BE ACQUIRED IN FEE SIMPLE
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Situate, lying and being in the County of Clark, State of
Nevada, and more particularly described as being a portion of the
North Half (N1/2) of the Northwest Quarter (NW 1/4) of the
Northwest Quarter (NW 1/4) of Section 20, Township 21 South,
Range 61 East, M.D.M., and more fully described by metes and
bounds as follows, to wit:
BEGINNING at a point on the right or Southerly right-of-way
line of Flamingo Road (SR-592), 80.00 feet right of and at right
angles to Highway Engineer's Station "M" 3+24.23 P.C., said point
of beginning further described as bearing South 78 deg. 38'34"
East, a distance of 339.31 feet from the Northwest corner of
Section 20, Township 21 South, Range 61 East, M.D.M.; thence
North 1 deg. 00'00" East, along said right-of way line a distance
of 16.08 feet to an intersection with the Owner's Northerly
property line; thence South 89 deg. 52'24" East along said
property line a distance of 777.38 feet to an intersection with
the left or Northerly right-of-way line of said Flamingo Road;
thence South 81 deg. 50'46" East along said right-of-way line a
distance of 201.59 feet to a point on the Westerly right-of-way
line of Interstate Route 15 (Project IR-015-1(68)38); thence
South 75 deg. 26'45" East a distance of 36.91 feet to an
intersection with the West 1/16 section line of Section 20,
Township 21 South, Range 61 East, M.D.M., and the Owner's
Easterly property line thence South 0 deg. 19'43" East along said
West 1/16 section line a distance of 319.14 feet to a point on
the right or Southerly right-of way line of Flamingo Road; thence
North 71 deg. 37'38" West along said right-of-way line a distance
of 129.16 feet to a point; thence North 67 deg. 47'31" along said
right-of-way line a distance of 699.39 feet to a point; thence
from a tangent which bears North 73 deg. 32'11" west curving to
the left along said right-of-way line with a radius of 920 feet
through an angle of 15 deg. 27'49", an arc distance of 248.30
feet to the point of beginning; said parcel contains an area of
3.75 acres, more or less.
TOGETHER WITH all of grantors' right, title and interest,
including abutters' rights, in and to that portion of FLAMINGO
ROAD (fifty-feet wide) which abuts the above described property
on its North line, from the West property corner to the East
property corner.
PARCEL VIII:
That portion of the Southwest Quarter (SW 1/4) of the
Southwest Quarter (SW 1/4) of Section 17, Township 21 South,
Range 61 East, M.D.B., described as follows:
Lots One (1) and Two (2) as shown by map thereof in file 46
of Parcel Maps, page 18, in the Office of the County Recorder of
Clark County, Nevada.
EXCEPTING Therefrom the Northerly 20 feet as described in
the Grant, Bargain and Sale Deed to Clark County, recorded
October 19, 1989 in Book 891019 as Document No. 834 and
re-recorded January 18, 1990 in Book 900118 as Document No. 00863
of Official Records, Clark County, Nevada.
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PARCEL IX:
PARCEL A:
That portion of the Southeast Quarter (SEl/4) of the
Southwest Quarter (SW 1/4) of Section 17, Township 21 South,
Range 61 East, M.D.B. & M., in the County of Clark, State of
Nevada, described as follows:
COMMENCING at the intersection of the South line of said
Section 17 with the Northwesterly right-of-way line of the Los
Angeles and Salt Lake (Union Pacific) Railroad (200 feet wide);
thence North 28 deg. 12'00" East along the said
Northwesterly right-of-way line a distance of 400.00 feet to the
Northeast corner of that certain property conveyed to WILMA
WILGAR, et al, by Deed recorded May 11, 1965 as Document No.
491993, said point being the TRUE POINT OF BEGINNING;
thence continuing North 28 deg. 12'00". East along the
Northwesterly right-of-way line of the railroad a distance of
428.37 feet to the Southeast corner of that certain parcel of
land conveyed to NEVADA CATHOLIC WELFARE BUREAU, INC. by Deed
recorded as Document No. 248789 in December of 1972;
thence North 61 deg. 48'00" West along the Southerly
boundary of the above mentioned WELFARE BUREAU PARCEL a distance
of 573.95 feet to a point in the West line of the Southeast
Quarter (SEl/4) of the Southwest Quarter (SWl/4) of said Section
17; thence South 0 deg. 22'49" West along the last mentioned West
line to the Northwest corner of the above mentioned WILGAR
PARCEL;
thence South 61 deg. 48'00" East along the Northerly
boundary of the said WILGAR PARCEL a distance of 368.00 feet to
the TRUE POINT OF BEGINNING.
PARCEL B:
A right-of-way and easement with the right of ingress and
egress for the construction, operation, maintenance, repair and
renewal of railroad spur track lines over and across the Easterly
10 feet of that certain parcel of property conveyed to T. E.
CONNOLLY, INC., a Delaware Corporation as reserved in that
certain Deed recorded May 18, 1955 as Document No. 46886,
Official Records, Clark County, Nevada.
PARCEL C:
A right-of-way and easement for the construction, operation,
maintenance, repair and renewal of a railroad spur track line
over, along and across the following described property:
A strip of land 20.00 feet wide lying Westerly and
immediately adjacent to the Northwesterly right of way line of
the Los Angeles, and Salt Lake City (Union Pacific) Railroad
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right of way (200 feet wide) bounded on the South by the
Northerly boundary line of the hereinabove conveyed parcel and
bounded on the North by the Southerly boundary line of that
certain parcel of land conveyed by CINDERLITE, INC. to T. E.
CONNOLLY, INC. by Deed recorded May 18, 1955 as Document No.
46886 in said County Official Records.
PARCEL D:
A non-exclusive right of way and easement for road and
utility purposes, over, along, and across the following described
property:
The Westerly 30.00 feet lying Easterly and immediately
adjacent to the West line of the East One Half (El/2) of the
Southwest Quarter (SWl/4) of said Section 17, bounded on the
South by the Northerly boundary line of the hereinabove conveyed
parcel and bounded on the North by the Southerly boundary line of
that certain parcel of land conveyed by CINOERLITE, INC. to T.E.
CONNOLLY, INC. by Deed recorded May 18, 1955 as Document No.
46886 in said County, Official Records.
PARCEL E:
A non-exclusive Easement for ingress, egress and public
utility purposes over and across that portion of the Southwest
Quarter (SWl/4) of the Southwest Quarter (SWl/4) of Section 17,
Township 21 South, Range 61 East, described as follows?
COMMENCING at the Northeast corner of the Southwest Quarter
(SWl/4) of the Southwest Quarter (Sl/4) of Section 17, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada;
thence South 00 deg. 03'48" West along the East line of said
Southwest Quarter (SWl/4) of the Southwest Quarter (SWl/4) a
distance of 288.00 feet to the TRUE POINT OF BEGINNING;
thence continuing South 00 deg. 03'48" West a distance of
40.00 feet to a point; thence North 89 deg. 16'32" West on a line
parallel with the North line of the Southwest Quarter (S1/4) of
the Southwest Quarter (SW1/4) a distance of 282.58 feet to a
point;
thence North 00 deg. 03'48" East a distance of 40.00 feet to
a point;
thence South 89 deg. 16'52" East a distance of 282.58 feet
to the TRUE POINT OF BEGINNING.
PARCEL X:
PARCEL A:
That portion of the Southwest Quarter (SWl/4) of the
Southwest Quarter (SWl/4) of Section 17, Township 21 South, Range
61 East, M.D.B. & M., in the County of Clark, State of Nevada
described as follows:
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BEGINNING at the intersection of the South line of the
Southwest Quarter (SWl/4) of said Section 17, with the
Northwesterly right-of-way line of Los Angeles and Salt Lake City
(Union Pacific) Railroad right-of-way, 200 feet wide;
thence North 28 deg. 12'00" East along the said
Northwesterly right-of-way line a distance of 400.00 feet;
thence North 61 deg. 48'00" West a distance of 368.00 feet
to a point in the West line of the East Half (El/2) of the
Southwest Quarter (SWl/4) of said Section 17, said West line
being also the East boundary of that certain parcel of land
conveyed to GIBBONS AND REED CO. to STOCKS MILL AND SUPPLY CO.,
INC. by Deed recorded December 31, 1963 as Document No. 404686 in
Clark County, Nevada, Official Records;
thence Southerly along the said East boundary line a
distance of 516.00 feet to the Southeast corner of said conveyed
parcel, said corner also being the Southwest corner of the East
Half (El/2) of the Southwest Quarter (SW1/4) of said Section 17;
thence Easterly along the South line of said Southwest
Quarter (SWl/4) of said Section 17;
thence Easterly along the South line of said Southwest
Quarter (SWl/4) to the POINT OF BEGINNING.
TOGETHER with that portion of vacated Flamingo Road
appurtenant thereto by Order of Vacation recorded November 3,
1989 in Book 891103 as Document No. 00683, Official Records.
PARCEL B:
A non-exclusive right-of-way and easement for road and
utility purposes over, along and across the following described
property:
The Westerly 30.00 feet lying Easterly and immediately
adjacent to the West line of the East Half (El/2) of the
Southwest Quarter (SWl/4) of said Section 27, bounded on the
South by the Northerly boundary line of the hereinabove conveyed
parcel and bounded on the North by the Southerly boundary line of
that certain parcel of land conveyed by CINDERLITE, INC., to T.E.
CONNOLLY, INC., by Deed recorded May 18, 1955 as Document No.
46886 in said County, Official Records.
PARCEL C:
A right-of-way and easement for the construction, operation,
maintenance, repair and renewal of a railroad spur track line
over, along and across the following described property:
A strip of land 20.00 feet wide lying Westerly and
immediately adjacent to the Northwesterly right-of-way line of
Los Angeles and Salt Lake City (Union Pacific) Railroad right-of-
way (200 feet wide), bounded on the South by the Northerly
boundary line of the hereinabove
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conveyed parcel and bounded on the North by the Southerly
boundary line of that certain parcel of land conveyed by
CINDERLITE, INC., to T.E. CONNOLLY, INC. by Deed recorded May 18,
1955 as Document No. 46886 in said County Official Records.
PARCEL D:
A right-of-way and easement with right of ingress and egress
for the construction, operation, maintenance, repair and renewal
of railroad spur track lines over and across the Easterly 10
feet of that certain parcel of property conveyed to T.E.
CONNOLLY, INC., a Delaware Corporation as reserved in that
certain Deed recorded May 18, 1955 as Document No. 46886,
Official Records, Clark County, Nevada.
PARCEL E:
A non-exclusive Easement for ingress, egress and public
utility purposes over and across that portion of the Southwest
Quarter (SW1/4) of the Southwest Quarter (SWl/4) of Section 17,
Township 21 South, Range 61 East, described as follows:
COMMENCING at the Northeast corner of the Southwest Quarter
(SWl/4) of the Southwest Quarter (SWl/4) of Section 17, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada;
thence South 00 deg. 03'48" West along the East line of said
Southwest Quarter (SW1/4) of the Southwest Quarter (SWl/4) a
distance of 288.00 feet to the TRUE POINT OF BEGINNING;
thence continuing South 00 deg. 03'48" West a distance of
40.00 feet to a point;
thence North 89 deg. 16'52" West on a line parallel with the
North line of the Southwest Quarter (SWl/4) of the Southwest
Quarter (SWl/4) a distance of 282.58 feet to a point;
thence North 00 deg. 03'46" East a distance of 40.00 feet to
a point;
thence South 89 deg. 16'52" East a distance of 282.58 feet
to the TRUE POINT OF BEGINNING.
PARCEL XI:
PARCEL A:
That portion of the Southeast Quarter (SEl/4) of the
Southwest Quarter (SWl/4) of Section 17, Township 21 South, Range
61 East, M.D.M., described as follows:
COMMENCING at the intersection of the South line of said
Section 17 with the Northwesterly right-of way line of the Los
Angeles and Salt Lake (Union Pacific) Railroad (200 feet wide);
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thence North 28 deg. 12'00" East along the said
Northwesterly right-of-way line a distance of 1028.37 feet to the
most Southerly corner of that certain parcel of land described in
a Deed from CINDERLITE INC., to T.E. CONNOLLY, INC., a Delaware
Corporation recorded May 18, 1955 as Document No. 46886, Clark
County, Nevada records, the TRUE POINT OF BEGINNING;
thence North 61 deg. 48'00'' West along the Southerly
boundary of the last mentioned parcel of land a distance of
679.49 feet to a point in the West line of the Southeast Quarter
(SEl/4) of the Southwest Quarter (SWl/4) of said Section 17;
thence South 0 deg. 22'49" West along the last mentioned
West line a distance of 226.14 feet to a point;
thence South 61 deg. 48'00" East a distance of 573.95 feet
to a point in the aforementioned Northwesterly right-of-way line
of the Los Angeles and Salt Lake (Union Pacific) Railroad;
thence North 28 deg. 12'00" East along the said right-of-way
line a distance of 200.00 feet to the TRUE POINT OF BEGINNING.
PARCEL B:
A right-of-way and easement with the right of ingress and
egress for the construction, operation, maintenance, repair and
renewal of railroad spur track lines over and across the Easterly
10 feet of that certain parcel of property conveyed to T.E.
CONNOLLY, INC., a Delaware Corporation as reserved in that
certain Deed recorded May 18, 1955 as Document No.46886, Official
Records, Clark County, Nevada.:
PARCEL C:
A non-exclusive Easement for ingress, egress and public
utility purposes over and across that portion of the Southwest
Quarter (SWl/4) of the Southwest Quarter (SWl/4) of Section 17,
Township 21 South, Range 61 East, described as follows:
COMMENCING at the Northeast corner of the Southwest Quarter
(SWl/4) of the Southwest Quarter (SW1/4) of Section 17, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada;
thence South 00 deg. 03'48" West along the East line of said
Southwest Quarter (SWl/4) of the Southwest Quarter (SWl/4) a
distance of 288.00 feet to the TRUE POINT OF BEGINNING;
thence continuing South 00 deg. 03'48" West a distance of
40.00 feet to a point;
thence North 89 deg. 16'52" West on a line parallel with the
North line of the Southwest Quarter (SWl/4) of the Southwest
Quarter (SWl/4) a distance of 282.58 feet to a point;
thence North 00 deg. 03'46" East a distance of 40.00 feet to
a point;
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thence South 89 deg. 16'52" East a distance of 282.58 feet
to the TRUE POINT OF BEGINNING.
PARCEL XII:
COMMENCING at the Northeast Corner of the Southwest Quarter
(SWl/4) of the Southwest Quarter (SWl/4) of Section 17, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada; said point
being the TRUE POINT OF BEGINNING;
thence South 00 deg. 03'48" West along the East line of said
Southwest Quarter (SW1/4) of the Southwest Quarter (SWl/4) a
distance of 328.00 feet to a point;
thence North 89 deg. 16'52" West on a line parallel with the
North line of the Southwest Quarter (SWl/4) of the Southwest
Quarter (SWl/4) a distance of 282.58 feet to a point;
thence North 00 deg. 03'48" East a distance of 328.00 feet
to a point;
thence South 89 deg. 16'52" East a distance of 282.58 feet
to the TRUE POINT OF BEGINNING.
ALSO DESCRIBED AS:
Parcel I as shown by map thereof on file in File 47 of
Parcel Maps, Page 51 in the Office of the County Recorder of
Clark County, Nevada.
EXCEPTING THEREFROM that property conveyed to the County of
Clark by an instrument recorded January 18, 1990 in Book 900118
as Instrument No. 00864 of Official Records, described as
follows:
A portion of the Southwest Quarter (SWl/4) of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada, being more particularly described as follows:
COMMENCING at the South One-Sixteenth Corner of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada;
thence South 89 deg. 17'22" East a distance of 1074.89 feet
to the TRUE POINT OF BEGINNING;
thence continuing South 89 deg. 17'22" East a distance of
282.66 feet to a point;
thence South 00 deg. 03'46" West a distance of 30.00 feet to
a point;
thence South 86 deg. 39'36" West a distance of 283.14 feet
to a point;
thence North 00 deg. 03'46" East a distance of 50.01 feet to
the TRUE POINT OF BEGINNING.
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ALSO EXCEPTING THEREFROM that portion conveyed to the County
of Clark by an instrument recorded December 28, 1989 in Book
891228 as Document No. 00778 of Official Records, described as
follows:
A portion of the Southwest Quarter (SWl/4) of the Southwest
Quarter (SWl/4) of Section 17, Township 21 South, Range 61 East,
M.D.M., Clark County, Nevada, being more particularly described
as follows:
COMMENCING at the Southwest One-Sixteenth Corner of Section
17, Township 21 South, Range 61 East, M.D.M., Clark County,
Nevada;
thence South 00 deg. 03'46" West a distance of 30.00 feet to
the TRUE POINT OF BEGINNING;
thence continuing South 00 deg. 03'46" West a distance of
20.00 feet to a point;
thence North 89 deg. 17'22'' West a distance of 282.66 feet
to a point;
thence North 86 deg. 39'36" East a distance of 282.14 feet
to the TRUE POINT OF BEGINNING.
PARCEL XIII:
COMMENCING at the Northwest corner of the Northeast Quarter
(NEl/4) of the Northwest Quarter (NWl/4) of Section 20, Township
21 South, Range 61 East, M.D.B. & M., said point being the TRUE
POINT OF BEGINNING;
thence South 89 deg. 53'33" East, along the North line of
Section 20, 177.49 feet to a point on the West right-of-way of
Union Pacific Railroad;
thence along said right-of-way South 27 deg. 39'44" West,
132.00 feet to a point on the North right-of-way of Flamingo
Road;
thence North 75 deg. 26'45" West, 119.56 feet;
thence North 0 deg. 19'45" West, 87.20 feet to the TRUE
POINT OF BEGINNING.
PARCEL XIV:
That portion of the Southwest Quarter (SWl/4) of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., being more
particularly described as follows:
COMMENCING at the Northeast Corner of the Southwest Quarter
(SWl/4) of said Section 17; thence Southerly along the East line
of the Southwest Quarter (SWl/4) of said Section 17 a distance of
236.20 feet to a point on the Northwesterly line of the L.A. and
S.L. (Union Pacific) railroad right-of-way line - 200.00 feet
wide; thence South 28 deg. 12'00" West along the said
right-of-way line a distance of 1644.81 feet to a point; thence
North 62 deg. 05'41" West a distance of
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679.68 feet to a point; thence North 00 deg. 03'46" East a
distance of 6.54 feet to the TRUE POINT OF BEGINNING; thence
continuing North 00 deg. 03'46" East a distance of 79.33 feet to
a point; thence South 89 deg. 16'40" East a distance of 91.95
feet to a point; thence South 49 deg. 39'16" West a distance of
120.75 feet to the TRUE POINT OF BEGINNING.
EXCEPTING THEREFROM that portion of said land conveyed to
the County of Clark by that certain Grant, Bargain, Sale Deed
recorded December 28, 1989 in Book 891228 as Document No. 00776
and re-recorded January 18, 1990 in Book 900118 as Document No.
01019 of Official Records, described as follows:
A portion of the Southwest Quarter (SWl/4) of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada, being more particularly described as follows:
COMMENCING at the South One-Sixteenth Corner of Section 17,
Township 21 South, Range 61 East, M.D.B. & M., Clark County,
Nevada; thence South 89 deg. 17'22" East a distance of 1357.85
feet to the TRUE POINT OF BEGINNING; thence continuing South 89
deg. 17'22" East a distance of 91.95 feet to a point; thence
South 49 deg. 39'16" West a distance of 45.67 feet to a point;
thence North 89 deg. 16'40" West a distance of 57.17 feet to a
point; thence North 00 deg. 03'46" East a distance of 30.00 feet
to the TRUE POINT OF BEGINNING.
FURTHER EXCEPTING THEREFROM that portion of said land
conveyed to the County of Clark by that certain Grant, Bargain,
Sale Deed recorded December 28, 1989 in Book 891228 as Document
No. 00778 of Official Records, described as follows:
A portion of the Southeast Quarter (SEl/4) of the Southwest
Quarter (SWl/4) of Section 17, Township 21 South, Range 61 East,
M.D.M., Clark County, Nevada, being more particularly described
as follows:
COMMENCING at the Southwest One-Sixteenth Corner of Section
17, Township 21 South, Range 61 East, M.D.M., Clark County,
Nevada; thence South 00 deg. 03'46" West a distance of 30.00 feet
to the TRUE POINT OF BEGINNING; thence continuing South 00 deg.
03'46" West a distance of 20.00 feet to a point; thence South 89
deg. 16'40" East a distance of 33.99 feet to a point; thence
North 49 deg. 39'16" East a distance of 30.44 feet to a point;
thence North 89 deg. 16'40" west a distance of 57.17 feet to the
TRUE POINT OF BEGINNING.
PARCEL XV:
A tract of land known as a portion of Highland Avenue
located in Section 17, Township 21 South, Range 61 East, M.D.M.,
more particularly described as follows:
COMMENCING at the Northwest corner of the Southwest Quarter
(SWl/4) of the Southwest Quarter (SWl/4) of said Section 17 being
the intersection of the centerline of Valley View Boulevard and
Viking Road; thence South 89 deg. 17'11" East along the
centerline of said Viking Road a distance of 1,035.12 feet to the
centerline of Highland Avenue and Viking Road; thence South 00
deg. 03'50" West along the centerline of said Highland Avenue a
distance of 50.00 feet to the TRUE POINT OF BEGINNING; thence
South 89 deg. 17'04"
A-14
<PAGE>
East a distance of 40.00 feet; thence South 00 deg. 03'50" West
a distance of 377.25 feet to a point of non-tangent curve concave
Northerly, having a radius of 60.00 feet and an initial radial
bearing of South 41 deg. 45'39" East; thence along said curve a
distance of 87.57 feet; thence North 00 deg. 03'50" East a
distance of 378.18 feet to a point on the South right-of-way
of said Viking Road; thence South 89 deg. 17'04" East a distance
of 40.00 feet to the TRUE POINT OF BEGINNING.
A-15
<PAGE>
EXHIBIT "B"
MARNELL CORRAO ASSOCIATES
4 August 1995
Mr. Harlan Braaten
RIO SUITE HOTEL & CASINO
3700 West Flamingo Road
Las Vegas, Nevada 89103
Reference: RIO PHASE V EXPANSION
GUARANTEED MAXIMUM PRICE (G.M.P.) PROPOSAL
Dear Harlan:
We are pleased to submit this Guaranteed Maximum Price
Proposal for construction of the Rio Phase V Expansion. This
proposal was prepared in accordance with Preliminary Project
Drawings A2.1, A2.2, A2.3 dated 21 July 1995 and TA1.1, TA2.0,
TA2.1, TA2.2, TA2.3, TA5.0, TA5.1, TA6.0 dated 11 July 1995, as
prepared by Anthony A. Marnell II, Chtd.
This G.M.P. Proposal is based on the following Scope of Work
as depicted in the above referenced drawings:
- Construction of a 41 story Hotel Tower containing 1,015
guestrooms similar to the existing Rio guestrooms;
- Construction of fully developed Basement and 1st Level
areas of the new Tower;
- Development of the 3rd Level of the Tower inclusive of
Conference Rooms, Exercise Room, Public Restrooms and
associated support areas;
- Development of portion of the top two levels of the
Tower to incorporate a restaurant and lounge;
- Construction of an approximate 255,000 square feet
Lowrise Addition including approximately 72,000 square
feet of Basement, 103,600 square feet of 1st Level and
79,400 square feet of 2nd Level. The Lowrise Addition
will include fully developed Public and Back of House
areas, as outlined in the attached Project Magnitude
Budget Estimate dated 25 July 1995, as well as an
approximate 32,400 square feet of undeveloped Retail
Tenant Improvement Areas;
- Allowances for the construction of an approximate 1,650
square foot Baggage Room Addition, a 2,500 square foot
Loading Dock Addition, a 4,100 square foot building
<PAGE>
"shell only" addition at the Race & Sports Book area,
and a 7,200 square foot covered roof structure at the
new Valet Pick-Up area;
- Remodel of existing Lowrise building areas including
approximately 16,150 square feet of East Casino areas
and 2,000 square feet of existing building to
accommodate expansion of the Employee Dining;
- Construction of a Four (4) Level 1,080 Car Public
Parking Garage, including a Pedestrian Bridge to the
2nd Level of the new Casino;
- Construction of a 473 space Valet Parking structure;
- Construction of a Valet Tunnel to the new Valet Parking
structure;
- Construction of a new Employee Parking Area at the
existing Cinderlite property;
- Construction of all related Onsite Improvements
including roadway modifications, entrance
modifications, parking area modifications, and new ramp
to the existing pool area parking structure;
- All site landscaping and irrigation work;
- Construction of a new swimming pool at the existing
Volleyball area;
- Expansion of the existing Pool Recreation Area into a
portion of the existing Parking Deck;
- An Allowance of $1,000,000 for all Utility Relocation
work and new Utilities work as required;
- An Allowance of $1,000,000 for Offsite Improvements;
- An Allowance of $500,000 to relocate Motorola and Laser
Equipment to the new Tower;
- An Allowance of $1,000,000 for relocation of the
existing Rio Pylon Sign;
- An Allowance of $1,000,000 for Permit and Planscheck
Fees;
- Interior Furnishings, Fixtures and Equipment (FF&E), as
required for all new and remodeled building areas,
excepting Retail Tenant Improvement Areas;
- An Allowance of $5,000,000 for the Casino Show Special
Feature/Effects;
- An Allowance of $300,000 for Sound, Lighting and
Rigging at the new Country Nightclub;
B-2
<PAGE>
- All Kitchen and Bar Equipment;
- All Elevators and Escalators at the Tower, Lowrise and
Parking Garage as required.
Our Guaranteed Maximum Price Proposal for the above outlined
Scope of Work is ONE HUNDRED SIXTY-TWO MILLION, NINE HUNDRED
EIGHT THOUSAND, SEVEN HUNDRED THIRTY-FIVE DOLLARS (162,908, 735).
Our cost estimate breakdown for the above G.M.P. amount is
attached hereto for your review. This cost estimate breakdown
dated 25 July 1995, provides a detailed square foot breakdown of
all of areas included in the above outlined Scope of Work. Also
attached hereto, please reference our list of Exclusions for
items specifically excluded from this G.M.P. Proposal.
We are very pleased that Marnell Corrao Associates has once
again been afforded the opportunity to be a part of the continued
growth and success of the Rio.
Very truly yours,
MARNELL CORRAO ASSOCIATES
Perry A. Eiman
PAE/dmm
Attachments
cc: Tony Marnell
Jay Barrett
File
B-3
<PAGE>
EXHIBIT "B"
MARNELL CORRAO ASSOCIATES
RLO PHASE V EXPANSION
EXCLUSION LIST
4 AUGUST 1995
1. Architectural Design Fees
2. Interior Design Fees
3. Engineering Fees
4. Bond Premiums
5. Development Tax (@ .50/sf)
6. Sewer Connection Fees
7. Towels & Linens, Sheets, Blankets, Pillows, Pillowcases and
all other various and Sundry and Paper and other Supplies,
including Housekeeping Equipment of any kind, and Uniforms
8. Master Antenna System
9. All Back-of-House Items associated with Cooking and Eating;
i.e. Flatware, China, Glasses, Cups, Linens, Kitchen Cooking
and Preparation Utensils, Pots, Pans, etc., including
required Cleaning Equipment
10. Employees' and all other Storage Lockers
11. Bus Carts & Associated Hardware
12. Dry Storage Shelving
13. Slot Repair Equipment, Small Tools, Work Benches, Storage
Shelves, Bins, etc.
14. Room Service Carts, Tables, Hardware, etc.
15. Beverage Dispensing Equipment, & Tubing therefore
16. Engineering Supplies, Tools, Storage Shelves or Bins, etc.
17. Loading & Receiving Carts or Dollies
B-4
<PAGE>
18. All Office Equipment, Desks,
19. All Office Equipment, Desks, Chairs, Adding Machines, Data
Processing Equipment, all other Office Furnishings, i.e.
Shelving, Conference Tables, File Cabinets, etc.
20. All closed circuit TV Monitoring Systems, Recorders,
Equipment and Conduit and wiring therefore
21. All Gaming and Related Equipment, i.e.:
a. Tables and Chairs
b. Crap Tables
c. Baccarat Tables & Chairs
d. Cards, Shoes, Dice, Stubs, Drop Boxes, etc.
e. Closed Circuit TV Systems, including Wiring & Conduit
therefore
f. All Pit Stands and Related Millwork
g. All Change Stands and Related Millwork
h. Slot Machines, Installation & Connection thereof
i. Slot Machine Stands
j. Soft or Hard Count Equipment
k. All Cage Equipment
l. All Money Carts, etc.
m. All Timeclocks, Payroll Systems, Time & Attendance
Systems, etc.
n. All Coat Room Systems (automated Coat Storage
Equipment)
o. All Safe Deposit Boxes and Vaults or Moveable Safes
p. All Keno Systems including Wiring therefore
q. Poker Tables & Chairs
r. Race & Sports Book Computer Systems (betting/display)
s. Race & Sports Book Boards
t. Bingo Systems
B-5
<PAGE>
22. All Public Telephones and all House and Guest Phone
Equipment, including wiring therefore
23. All Interior Electric Sign Work
24. All Exterior Signage, exception Allowance for relocation of
the existing Pylon Sign.
25. All Interior Security Systems, including Hand-carried Radios
26. All Laundry Equipment, including installation thereof
27. Vacuum Cleaners/Cleaning Devices
28. Linen Storage/Shelving/Supply Storage
29. Cabinetry or Shelving/Maintenance Shelving or Cabinetry
30. All Computer Systems, including Wiring therefore
31. Halon System
32. Computer Floors
33. Alarm Systems Conduit & Wiring
34. UPS System for Computer
35. Reader Boards
36. Data Cable for Message Centers
37. Retrofit Requirements
38. Course of Construction Insurance
39. Vending Machines
40. Trash Receptacles
41. Trash Compactors/Can Wash Equipment
42. Ash Trays & Receptacles
43. Attic Stock and/or Spare Equipment/Materials
44. Model Room Costs
B-6
<PAGE>
The above exclusions have been reviewed, and it is
understood that the cost of the items which pertain to this
Project must be added to Marnell Corrao Associates' estimates in
order to determine the overall budget.
By
Owner's Representative Date
B-7
<PAGE>
EXHIBIT B
RIO PHASE V
EXPANSION TABLE
B-8
<PAGE>
<TABLE>
<CAPTION>
RIO PHASE V
PROJECT MAGNITUDE BUDGET ESTIMATE
REVISED 7/25/95
DESCRIPTION AREA CONSTRUCTION
ONSITE / OFFSITE IMPROVEMENTS
<S> <C> <C> <C> <C>
Utility Relocations/New Utilities Allowance 1,000,000
PUBLIC Parking Garage (1080 Cars/4 Levels) 418,000 sf 20 8,360,000
VALET Parking Garage (473 Spaces) 174,600 sf 27.5 4,801,500
New Valet Tunnel 3,500 sf 65 227,500
Valet Tunnel Extension/Overpass Structure/Ret. Walls Allowance 350,000
New Employee Parking @ Cinderlite Property 310,000 sf 3.25 1,007,500
Revised Employee Parking Area 119,000 sf 2.25 267,750
New Site Roadways/Main Entrance Modifications 490,000 sf 3.75 1,837,500
Site Landscaping Allowance 1,000,000
New Swimming Pool @ Existing Pool Area 5,400 sf 40 216,000
Expanded Pool Recreation Area @ Parking Deck 70,000 sf 30 2,100,000
New Ramp to Existing Parking Deck 2,160 sf 50 108,000
Relocate Showroom Nitrogen Tank Allowance 100,000
OFFSITE IMPROVEMENTS Allowance 1,000,000
SUBTOTAL ONSITE / OFFSITE IMPROVEMENTS 22,375,750
LOWRISE (New Construction)
BASEMENT
B.O.H. @ Tower 22,500 sf 70 1,575,000
Loading Dock 912 sf 85 77,520
Receiving Area/Dry Storage 5,800 sf 85 493,000
Wine Cellar/Wine Storage 4,770 sf 150 715,500
Tunnels / B.O.H. Corridors 17,446 sf 90 1,570,140
Central Plant 2,350 sf 85 199,750
Security Offices 1,400 sf 85 119,000
Employee Lounge/Restrooms 2,500 sf 95 237,500
Training Rooms 1,570 sf 85 133,450
Storage/Unassigned 13,065 sf 80 1,045,200
72,313 SF
MAIN LEVEL
Public Elevator Lobbies @ Tower 1,600 sf 100 160,000
Service Elevator Lobbies @ Tower 300 sf 85 25,500
Event/Viewing Area 4,500 sf 120 540,000
Mardi Gras Casino (2-Story Space) 25,125 sf 135 3,391,875
Special Feature/Effects Allowance
Restaurants / Bars
CAFE (240 SEATS) 4,320 sf 115 496,800
TROPICAL RESTAURANT (202 SEATS) 7,200 sf 115 828,000
SPECIALTY BUFFET (380 SEATS) 9,630 sf 110 1,059,300
BAR (48 SEATS) 1,162 sf 125 145,250
Kitchens
CAFE 1,572 sf 110 172,920
TROPICAL RESTAURANT 1,865 sf 110 205,150
SPECIALTY BUFFET 4,622 sf 110 508,420
Retail (8 Spaces - TENANT IMPROVEMENT) 11,094 sf 80 887,520
Cage 1,604 sf 105 168,420
Public Restrooms 2,840 sf 115 326,600
Opening to Wine Cellar 450 sf 60 27,000
B.O.H. Storage/Circulation 24,696 sf 85 2,099,160
Hard Count 1,020 sf 85 86,700
103,600 SF
SECOND LEVEL
Service Elevator Lobby @ Tower 990 sf 90 89,100
Mechanical 1,800 sf 85 153,000
Restaurants / Nightclubs
NAPA'S RESTAURANT (150 SEATS) 4,360 sf 115 501,400
BACA'S (250 SEATS) 7,400 sf 115 851,000
COUNTRY CLUB NIGHTCLUB 7,150 sf 135 965,250
Kitchens
NAPA'S 1,200 sf 110 132,000
BACA'S 1,850 sf 110 203,500
Retail (9 Spaces - TENANT IMPROVEMENT) 21,300 sf 80 1,704,000
Show Staging 4,121 sf 85 350,285
B.O.H. Storage/Circulation 27,823 sf 85 2,364,955
Pedestrian Bridge to Garage Level 4 1,390 sf 150 208,500
79,384 SF
Lowrise Elevators/Escalators/Lifts (11 stops/2 pair/2 Allowance
lifts)
SUBTOTAL LOWRISE (NEW CONSTRUCTION) 255,297 SF 97.21 24,817,665
LOWRISE (Remodel Areas)
MAIN LEVEL
Existing East Casino (@ Existing Structure) 5,588 sf 75 419,100
Existing East Casino (New Structure) 4,306 sf 110 473,660
Old Michael's/Restrooms to Hardcount/B.O.H. (New 2,575 sf 100 257,500
Structure)
Old Michael's/Restrooms to Casino & Entry (New/Existing 3,680 sf 110 404,800
Structure)
Expanded Employee Dining Room (Existing Structure) 2,000 sf 70 140,000
SUBTOTAL LOWRISE (REMODEL AREAS) 18,149 SF 93.40 1,695,060
TOWER (Floors 3-40)
CONSTRUCTION
Level 3
CONFERENCE ROOMS 8,500 sf 105 892,500
RESTROOMS 900 sf 115 103,500
EXERCISE ROOM 1,690 sf 95 160,550
STORAGE 1,350 sf 70 94,500
B.O.H. / CIRCULATION 10,060 sf 70 704,200
Levels 4-39 (Typical Suites) 954,936 sf 70 66,845,520
Level 40
RESTAURANT 5,494 sf 150 824,100
KITCHEN 1,860 sf 125 232,500
GUESTROOMS 6,514 sf 85 553,690
B.O.H. / CIRCULATION 5,003 sf 70 350,210
Level 41
LOUNGE 3,667 sf 150 550,050
GUESTROOM 3,285 sf 90 295,650
B.O.H. / CIRCULATION 4,565 sf 70 319,550
Elevators (Passenger/Service/Observation) 250 stops
FF&E
Typical Suites 938 ea
End Suites 72 ea
Hospitality Suites 4 ea
Large Hospitality 1 ea
Corridors 38 ea
SUBTOTAL TOWER (1015 ROOMS) 1,007,824 SF 71.37 71,926,520
MISCELLANEOUS ITEMS
Baggage Room Addition 1,650 sf 90 148,500
Loading Dock Addition 2,500 sf 85 212,500
Race & Sports Addition (SHELL ONLY) 4,133 sf 60 247,980
Covered Roof Structure w/Skylights @ New Valet Pickup 7,200 sf 50 360,000
Relocated Motorola/Lasers to new Tower Allowance 500,000
Permit/Plans Check Fees Allowance 1,000,000
Transportation Tax (Approx. 600,000) By Owner
Sewer Connection Fees (Approx. 2,000,000) By Owner
PYLON SIGN Relocation Allowance 1,000,000
SUBTOTAL MISCELLANEOUS ITEMS 3,468,980
TOTAL PRELIMINARY MAGNITUDE BUDGET ESTIMATE 124,283,975
</TABLE>
<TABLE>
<CAPTION>
DESCRIPTION INTERIORS EQUIPMENT TOTAL
ONSITE / OFFSITE IMPROVEMENTS
<S> <C> <C> <C> <C> <C>
Utility Relocations/New Utilities 1,000,000
PUBLIC Parking Garage (1080 Cars/4 Levels) 8,360,000
VALET Parking Garage (473 Spaces) 4,801,500
New Valet Tunnel 227,500
Valet Tunnel Extension/Overpass Structure/Ret. Walls 350,000
New Employee Parking @ Cinderlite Property 1,007,500
Revised Employee Parking Area 267,750
New Site Roadways/Main Entrance Modifications 1,837,500
Site Landscaping 1,000,000
New Swimming Pool @ Existing Pool Area 216,000
Expanded Pool Recreation Area @ Parking Deck 2,100,000
New Ramp to Existing Parking Deck 108,000
Relocate Showroom Nitrogen Tank 100,000
OFFSITE IMPROVEMENTS 1,000,000
SUBTOTAL ONSITE / OFFSITE IMPROVEMENTS 22,375,750
LOWRISE (New Construction)
BASEMENT
B.O.H. @ Tower 5 112,500 1,687,500
Loading Dock 5 4,560 15 13,680 95,760
Receiving Area/Dry Storage 5 29,000 10 58,000 580,000
Wine Cellar/Wine Storage 125 596,250 50 238,500 1,550,250
Tunnels / B.O.H. Corridors 5 87,230 1,657,370
Central Plant 199,750
Security Offices 5 7,000 126,000
Employee Lounge/Restrooms 30 75,000 312,500
Training Rooms 25 39,250 172,700
Storage/Unassigned 1,045,200
MAIN LEVEL
Public Elevator Lobbies @ Tower 60 96,000 256,000
Service Elevator Lobbies @ Tower 5 1,500 27,000
Event/Viewing Area 100 450,000 990,000
Mardi Gras Casino (2-Story Space) 150 3,768,750 7,160,625
Special Feature/Effects Allowance 5,000,0 5,000,000
00
Restaurants / Bars
CAFE (240 SEATS) 110 475,200 15 64,800 1,036,800
TROPICAL RESTAURANT (202 SEATS) 110 792,000 15 108,000 1,728,000
SPECIALTY BUFFET (380 SEATS) 100 963,000 15 144,450 2,166,750
BAR (48 SEATS) 115 133,630 50,000 328,880
Kitchens
CAFE 150 235,800 408,720
TROPICAL RESTAURANT 150 279,750 484,900
SPECIALTY BUFFET 135 623,970 1,132,390
Retail (8 Spaces - TENANT IMPROVEMENT) By Tenant By Tenant 887,520
Cage 75 120,300 288,720
Public Restrooms 50 142,000 468,600
Opening to Wine Cellar 50 22,500 49,500
B.O.H. Storage/Circulation 5 123,480 10 246,960 2,469,600
Hard Count 5 5,100 91,800
SECOND LEVEL
Service Elevator Lobby @ Tower 5 4,950 94,050
Mechanical 153,000
Restaurants / Nightclubs
NAPA'S RESTAURANT (150 SEATS) 125 545,000 15 65,400 1,111,800
BACA'S (250 SEATS) 125 925,000 15 111,000 1,887,000
COUNTRY CLUB NIGHTCLUB 80 572,000 S/L/R 300,000 1,837,250
Kitchens
NAPA'S 150 180,000 312,000
BACA'S 150 277,500 481,000
Retail (9 Spaces - TENANT IMPROVEMENT) By Tenant By Tenant 1,704,000
Show Staging 5 20,605 370,890
B.O.H. Storage/Circulation 10 278,230 2,643,185
Pedestrian Bridge to Garage Level 4 75 104,250 312,750
Lowrise Elevators/Escalators/Lifts (11 stops/2 pair/2 750,000 750,000
lifts)
SUBTOTAL LOWRISE (NEW CONSTRUCTION) 41.11 10,495,26 34.27 8,747,810 44,059,760
LOWRISE (Remodel Areas)
MAIN LEVEL
Existing East Casino (@ Existing Structure) 60 335,280 754,380
Existing East Casino (New Structure) 60 258,360 732,020
Old Michael's/Restrooms to Hardcount/B.O.H. (New 20 51,500 309,000
Structure)
Old Michael's/Restrooms to Casino & Entry (New/Existing 60 220,800 625,600
Structure)
Expanded Employee Dining Room (Existing Structure) 50 100,000 15 30,000 270,000
SUBTOTAL LOWRISE (REMODEL AREAS) 53.22 965,940 1.65 30,000 2,691,000
TOWER (Floors 3-40)
CONSTRUCTION
Level 3
CONFERENCE ROOMS 40 340,000 200,000 1,432,500
RESTROOMS 50 45,000 148,500
EXERCISE ROOM 30 50,700 By Owner 211,250
STORAGE 94,500
B.O.H. / CIRCULATION 5 50,300 754,500
Levels 4-39 (Typical Suites) See Below 66,845,520
Level 40
RESTAURANT 100 549,400 25 137,350 1,510,850
KITCHEN 125 232,500 465,000
GUESTROOMS See Below 553,690
B.O.H. / CIRCULATION 10 50,030 400,240
Level 41
LOUNGE 85 311,695 50 183,350 1,045,095
GUESTROOM See Below 295,650
B.O.H. / CIRCULATION 10 45,650 365,200
Elevators (Passenger/Service/Observation) 15,000 3,750,000 3,750,000
FF&E
Typical Suites 9,500 8,911,000 8,911,000
End Suites 25,000 1,800,000 1,800,000
Hospitality Suites 50,000 200,000 200,000
Large Hospitality 150,000 150,000 150,000
Corridors 35,000 1,330,000 1,330,000
SUBTOTAL TOWER (1015 ROOMS) 13.73 13,833,77 4.47 4,503,200 90,263,495
MISCELLANEOUS ITEMS
Baggage Room Addition 15 24,750 173,250
Loading Dock Addition 10 25,000 237,500
Race & Sports Addition (SHELL ONLY) 247,980
Covered Roof Structure w/Skylights @ New Valet Pickup 360,000
Relocated Motorola/Lasers to new Tower 500,000
Permit/Plans Check Fees 1,000,000
Transportation Tax (Approx. 600,000) By Owner
Sewer Connection Fees (Approx. 2,000,000) By Owner
PYLON SIGN Relocation 1,000,000
SUBTOTAL MISCELLANEOUS ITEMS 24,750 25,000 3,518,730
TOTAL PRELIMINARY MAGNITUDE BUDGET ESTIMATE 25,319,75 13,306,010 162,908,735
</TABLE>
<PAGE>
EXHIBIT "C"
MARNELL CORRAO ASSOCIATES
Mr. Harlan Braaten
RIO SUITE HOTEL & CASINO
3700 West Flamingo Road
Las Vegas, Nevada 89103
Reference: RIO PHASE V EXPANSION (OUR PROJECT #738-95)
PAYMENT REQUEST NO. ________________
Dear Mr. Braaten:
Please consider this our Payment Request No. __________ for the
referenced Project.
Estimated Construction Work Performed
___________, 1995 thru ___________, 1995 $
1995
Our substantiation of costs incurred through _______________ is
herewith enclosed and recapped as follows:
Job Cost __________, 1995 thru __________, 1995 $
Overhead and Profit @ 7%
Gross Amount Billed _________, 1995 thru
__________, 1995 ($ )
Credit for Adjustment ($ )
Original Contract Amount $
Change Orders to Date
Current Contract Amount $
__________ Estimated Request $
Credit Adjustment ($
__________ Request $
Work Completed to Date $
Less Previous ($ )
Less Previous Request ($ )
Net __________ Request $
<PAGE>
Our substantiation of costs for the month of
________________ will accompany our next Payment Request.
Sincerely,
MARNELL CORRAO ASSOCIATES
Perry A. Eiman
PAE/dmm
cc: Accounting, File
C-2
<PAGE>
EXHIBIT "C"
MARNELL CORRAO ASSOCIATES
CONDITIONAL RELEASE AND WAIVER OF LIEN
RIO PHASE V EXPANSION
PROJECT #738-95
For valuable consideration, which has been received, the
undersigned corporation, partnership or individual does hereby
release RIO PROPERTIES, INC. d/b/a RIO SUITE HOTEL & CASINO,
hereinafter designated, of and from any and all claims, demands,
causes of action whatsoever, in law or equity, which the
undersigned has had, no has or may hereafter have in connection
with labor performed or materials supplied by or through MARNELL
CORRAO ASSOCIATES for that certain building on the premises
described as:
RIO PHASE V EXPANSION
in the County of Clark, State of Nevada, does hereby waive and
relinquish all right to a lien, or the right to file a stop
notice, upon said property, and the building located thereon; and
the property of said Owner either on behalf of the undersigned or
on behalf of any subcontractor, mechanic, journeyman, laborer,
material man, or person performing labor upon or furnishing
material and machinery for such property or improvement of said
Owner, and the undersigned does hereby waive all right to any
such lien under the laws of the State of Nevada for and on behalf
of himself and all other such persons furnishing labor and
materials as aforesaid in any form or manner whatsoever for the
erection, construction and completion of remodeling of said
buildings; and the undersigned does hereby agree that in the
event any liens shall be filed by any person, firm or corporation
for labor or materials furnished to the undersigned shall refund
to Rio Properties, Inc. d/b/a Rio Suite Hotel & Casino all monies
that the Owner may be compelled to pay in discharging said lien,
including but not limited to, reasonable attorney's fees and
court costs in connection therewith.
Payment Request #__________, dated __________, in the amount
of $_____________.
By ______________________________________
C-3
<PAGE>
State of Nevada
County of Clark
Subscribed and sworn
before me this _________
day ___________________ of
__________________________
Notary Public in and for
said County and State
C-4
<PAGE>
<PAGE>
EXHIBIT 23.02
118
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports and to all references to our Firm included in
or made a part of this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
February 6, 1996
