HOST COMMUNITY AGREEMENT ‘This Host Community Agreement (the “Agreement.” as more particularly defined below) dated as ofthe 27 day of August, 2013 (the “Effective Date" is made by and between the City ‘of Boston, Massachusetts, 2 municipal eqporaton (the “City,” as more pateulrly defined ‘below, acting by and through its Mayor, with a principal place of business at | City Hall Square, Suite 00, Boston, Massachusets 02201 and Selig Sufelk Racecourse, LLC, a Massachusetts limited lability company witha principal place of busines at 525 William F. MeClellan Highway, East Boston, Massachusetts 02128 (Sterling Suffolk”), Capitalized terms used and not defined elsewhere in this Agreement are defined in Article I. RECITALS WHEREAS, the Commonvvealth of Massachusetts (the “Commonwealth") on November 22, 2011 enacted “An Act Establishing Expanded Gaming inthe Commonwealth,” Chapter 194 ‘of the Acts of 2011, principally codified at M.G.L.c. 23K (as may be amended from time to time, and together with any rules, regulations, policies and guidance promulgated thereunder, the "Act; WHEREAS, the Act reflects the public policies ofthe Commonwealth with regard tothe ‘operation and regulation of expanded gaming as well as the public benefits tothe ‘Commonwealth and its citizens expected from a gaming project conducted in accordance with such policies, such asthe creation of jobs, the generation of revenues for public purposes, and the increase of tourism and economic development within the Commonwealth; WHEREAS, the Act established the Mas ‘ommission”) having the authority and responsibil ‘expanded gaming facilities inthe Commonwealth; usetts Gaming Commission (the ty to select, license, oversee and regulate WHEREAS, the Commission has the authority under the Act to issue not more than three ‘Category I licenses to qualified applicants based on the applications submited to the ‘Commission; WHEREAS, the Commission has the authority under the Act to award not more than one Category 1 license in Region A, which is defined in the Actas Suffolk, Middlesex, Essex, Norfolk and Worcester counties; WHEREAS, the Act establishes thatthe Commonwealth will receive 25% of annual ‘gross gaming revenue from a Category I licensee, and such revenue will be dispersed by the ‘Commonsveath into pre-determined funds as follows: 20% to Gaming Local Aid Fund, 149% to the Education Fund, 15% to Transportation Infrastructure and Development Fund, 10% to ‘Commonwealth Stabilization Fund, 10% to debt reduction, 9.5% to Gaming Economie Development Fund, 6.5% to Community Mitigation Fund, 5% to Public Health Trust Fund, 4.5% to Local Capital Projects Fund, 2.5% to Race Horse Development Fund, 2% to Massachusetts ‘Cultural Council, and 1% to Massachusetts Tourism Fund;WHEREAS, the Act provides that no applicant i eligible to receive a gaming license unless the applicant provides the Commission a signed agreement between the applicant and the ‘municipality or municipalities, designated as a host community, in which the applicant has proposed locating a gaming establishment (a “Host Community Agreement”), which Host Community Agreement sets forth the conditions for a gaming establishment in a host community and provides for the payment by such applicant of a community impact payment to the host community to mitigate the impacts ofthe gaming establishment upon the host eommunity;, WHEREAS, Sterling Suffolk is the owner ofa 161 acre parcel of land (as more particularly described herein, the “Psoperty”) located in both the East Boston neighborhood (Ward 1) of the City and in the City of Revere, Massachusetts (“Revere”), as shown on the plan attached hereto as Exhibit on which Sterling Suffoll operates Suffolk Downs, a thoroughbred horse racing facility licensed by the Commonwealth pursuant to the provisions of M.G.L.c 128A which is icensed by the Commonwealth to conduct simuleast wagering pursuant tothe provisions of MG.L.€, 128C; WHEREAS, Sterling Suffolk proposes to construct a resort-style destination gaming «establishment on the Property consisting of (i) two distinct gaming areas providing between 150,000 and 250,000 square feet of gaming space with between 4,000 to 6,600 gaming postions (consisting of an evolving combination of sot machines and table games), (i) a World Series of Poker™ room or rooms, (ii) two luxury htels providing a total of 450 rooms, (iv) between 24,000 and 46,000 square feet of meeting and entertainment space, (v) bars, nightelubs and between 10 and 17 restaurants, including fine dining concepts, casual dining and a local ‘marketplace, collectively containing between 1,700 and 2,600 seat, (vi) up to 30,000 square feet of retail space, ineluding a sp, (vi) thoroughbred horse racing and simuleast wagering, (vii) a seven-story parking garage with up t 2,600 spaces, (ix) valet parking area for up to 460 additional vehicles, &) up to approximately 2,100 surface parking spaces, (xi) a central utility plant, and (aii) other amenities and uses customarily accessory or ancillary tothe foregoing (as, the same may be approved by the City and the BRA, eolletively, the “Projeet"); WHEREAS, Sterling Suffolk has contracted with Caesars Massachusetts Management Company, LLC, to operate the Casino portion ofthe Project; WHEREAS, the Project, including the Casino, hotels and other components and amenities, will have all the superior level finishes, amenities and services provided at the highest level of easino developments in the United States and in no event any lesser quality than what is ‘ound at the Caesars Palace resort in Las Vegas, Nevada; WHEREAS, the Project has been designed to be one ofthe greenest casino development projects in the United States asa result ofthe sustainability commitments agrood to by the Parties, all as more particularly set forth herein: WHEREAS, the City, upon analysis, reporting and advice, has determined thatthe Project as planned Keeps the racetrack at Suffolk Downs open and operational and therefore ‘maintains jobs and a local industry, in addition to supporting related agriculture and the preservation of family farms and related open space in the Commonwealth;WHEREAS, the portion ofthe Property within the City, identified as Tax Parcel (0102524000, curently generates $1, 194,632.84 in annual real property taxes forthe City; WHEREAS, the Project will result in at least One Billion Dollars ($1,000,000,000) of capital investment by the Developer (as hereinafter defined) as well as at leat 2,500 construction jobs and 4,000 permanent jobs, as well as indirect jobs, revenue and expenditures, inclu ‘without limitation, increased tourism and vistor-reated revenue; WHEREAS, the City i # host community for this Project as such term is defined inthe ‘Act under the Act snd this Agreement is intended to be the Host Community Agreement with the City as required by the Act; WHEREAS, although the Project is located within two host communities, the ‘Community Impacts emanating from the Project will disproportionately burden the City as approximately 116 acres of the 161-acre Property are located in East Boston and approximately 45 acres of which are located in Revere as shown on Exhibit A, and in particular the East Boston ‘community, as result ofthe location ofthe Gaming establishment onthe portion of the Property Within the City and the related burdens resulting therefrom on the City and in particular the East Boston community, ineluding, without limitation, as a result of construction and demolition proximate to residential neighborhoods in the East Boston community and impacts on the ‘transportation and uit infrastructure in the City as approximately seventy percent (70%) of the traffic tothe Project is expected to arive via roads within the East Boston community in the following an extensive review process, including extensive ‘outreach and input from the community and anelysis and input by subject matter experts enyaged by the City, the City’s own departmental experts, and the Host Community Advisory Committe, a five-member non-governmental body established by the Mayor, enters into this Agreement to provide forthe mitigation of Project impacts as required by the Act; WHEREAS, this Agreement recognizes and provides forthe mitigation of Project, {impacts to dhe City and in particular the unique impacts on the East Boston community, which East Boston community will be most affected by the introduction of gaming ino their ‘community and subject toa disproportionally greater impact than any other community in the City during the construction period of the Project and thereafter, when the Project is open and operating inthe East Boston community, including, without limitation, disproportionate greater ‘impacts asa result of traffic, public transportation infrastructure, publi safety services and construction and demolition; WHEREAS, the Developer will pay an upfront fee to the City in the amount of Thirty ‘Taree Million Pour Hundred Thousand Dollars ($33,400,000.00) to be used by the City to support local businesses, construct a community center and improve schools and parks, all as ‘more particularly set forth herein;WHEREAS, the Devetoper will pay a minimum annual fee to the City in most years in the amount of Thrty-Two Million Dollars ($32,000,000.00) as well asa percentage of gross ‘gaming revenues all as more particulary st forth herein, which annual payment will cover both the real property taxes forthe portion ofthe Property in the City and mitigation payments to ‘enable the City to mitigate foreseen and unforeseen community impacts from the Project; WHEREAS, the Developer's obligations to pay the upftoat fee and annual fees set forth shove and fo comply with the terms ofthis Agreement are secured by, among other things, let of eredit; WHEREAS, when the Project is operational, dhe Developer will use best efforts to spend a minimum of Fifty Million Dollars ($50,000,000.00) annually in goods and services from vendors and companies located in the City of Boston with specific spending requirements for ‘vendors and companies located in East Boston, all as set forth herein; WHEREAS, the Developer shall implement and fund « minimum of Forty-Five Million Dollars ($45,000,000.00) of traffic and public transportation improvements in the East Boston ‘community and in Revere, all asset forth herein; WHEREAS, the City will establish, pursuant to this Agreement, Construction Impact ‘Working Group (as hereinaltr defined) to oversee impacts and mitigation to the City and the "East Boston community during the construction of the Project; WHEREAS, the City has or will establish the Gaming Accountability Office which will ‘work with the community the Construction Impact Working Group and all City impacted agencies, department, offices and commissions to roview, monitor, analyze and ele compensation from the Community Impact Trust forthe mitigation of impacts from the Project, including without limitation, Boston Police Department, Boston Fire Department, Emergency Medical Services, Boston Public Health Commission, Mayor's Office of Arts, Tourism and Special Events, Department of Neighborhood Development, Office of Small Business, ‘Transportation Department, Environment and Energy Services Cabinet, Boston Publi Librar Boston Centers for Youth and Families, the Commission on the Affi for the Elderly and the Parks and Recreation Department; WHEREAS, pursuant to the Act, ifthe gaming establishment is proposed to be located in ‘city witha population ofa least 125,000 residents as enumerated by the most recent enumerated federal census, “host community” shall mean the ward in which the gaming establishment is to be located forthe purpose of receiving a certified and binding vote on a ballot ‘question at an election; WHEREAS, the City has population of 617,594 residents as enumerated in the 2010 United States Census and the community of East Boston (Ward 1) has a population of 40,508 as ‘enumerated by the most recent enumerated federal census; WHEREAS, the Project is located within Ward I of the City, as more particularly shown ‘on Exhibit B; andWHEREAS, the Act requies that the governing body of the Cty seta date for a vote within Ward I forthe purpose of receiving a certified and binding vote on a ballot question; NOW, THEREFORE, in accordance withthe Act and in consideration of their mutual execution and delivery of this Agreement and other good and valuable consideration, the receipe and sufficiency of which ate hereby acknowledged, the Parties hereby agree as follows: 1. DEFINITIONS The following terms are expressly defined as follows: (a) “121A Approvals” means any and all agreements and approvals ftom the City and/or the BRA necessary to allow the Project to qualify for altemative tox payments pursuant to M.G.L. c. I21A and the regulations promulgated thereunder and the Massachusetts Acts und Resolves of 1960, Chapter 652, as amended (collectively, “M.GLL.c. 1214”), including, without limitation, the application by the Developer or its designee for authorization and approval ofthe Project as a Redevelopment Project pursuant to M.G.L.c. 121A, a Regulatory Agreement by and between the Developer fr its designee and the BRA, and the 6A Agreement by and betwoen the Developer or its designee and the City. (b) “6A Agreement” means the agroement between the City and Sterling Suffolk or its designee under M.G.L. c. 121A, § 6A. The payments due and owing under the 6A. ‘Agreement shall include payments to be made by the Developer or its designee tothe City, including, but not limited to, dhe Developer's Upfront Community Impact Fee and Annual Host Community Agreement Fee payments. (©) “Acquiting Party" shall have the meaning ascribed to it in Exhibit Q of this ‘Agreement, @ (©) “Additional Annual Host Community Agzoement Fee" shall have the meaning aseribed 10 it in Section IV.C. ofthis Agreement 1” shall have the meaning ascribed to it in the recitals ofthis Agreement (“Afiliate” means 4 Person in which a cumulative total of more than fifty percent (50%) ofthe beneficial interests are owned, directly or indirectly, by the owners of the beneficial interests in the Developer, as of the Effective Date, a trust or trast for the benefit of their immediate family members, or their respective heirs st law, [Notwithstanding the foregoing, the term “Affliate” shall include aay publicly-traded ‘compuny that diretly or indirectly owns more than ffly percent (50%) of the Developer, and the direct and indirect subsidiaries of such publicly-traded company, ‘but shall no include any doctor indirect shareholder or director of such publily- traded company or any Aliate of such shareholder or director of such publicly- traded company (other than the publicly-traded compaay’and the direct and indiect controlled subsidiaries of such publicly-traded company).® a @ 0 © 0 (ny o o o @ “Agreement” means this Host Community Agreement including all exhibits and Schedules attached hereto, asthe same may be reopened ftom time to time in sovordance withthe terms hein. “Annual Host Community Agreement Fee” shall ave the meaning ascribed to tin Section IV.C. of this Agreement. As noted herein, the Annual Host Community Agreement Fee shall be made payable to the City in accordance with the terms ofthe {6A Agreement, tothe extent the 121A Approvals are granted. “Approvals” means all or any licenses, permits, approvals, consents, actions and authorizations thatthe Developer is required to obtain from any Governmental ‘Authority to perform and carry out its obligations under this Agreement, including, bbut not limited to, the Approvals listed in Exhibit C attached hereto, the 121A Approvals (to the extent the 121A Approvals are granted by the City and the BRA) and such other permits and licenses necessary to complete the Work, and to open, ‘operate and occupy the Property and the Projet. “Authorized Lender” means any bank, insurance company or other entity () regularly involved in the business of making, servicing ar investing in real estate mortgages oF financing of personal property which isnot a Finance Affiliate, including, without limitation, Bank of America, N.A., a national banking association, or (i) that has been qualified for licensure pursuant to Sections 12 and 16 ofthe Actor been granted a waiver by the Commission pursuant to the Act and 205 CMR 116.03(1)e “Authorized Mortgage” shall have the meaning ascribed to it in Exhibit Q ofthis Agreement. “Authorized Representatives” means a Party's employees, agents, consultants, contractors, subcontractors and representatives, ‘ase Annual Host Community Agreement in Seation IV.C. ofthis Agreement * shall have the meaning ascribes to it “BRA” means the Boston Redevelopment Authority, a public body organized anal existing under M.G.L ¢. 1B, as amended ‘asina” means any premises on the Property wherein Gaming is conducted by the Developer pursuant to the Actor other applicable law and this Agreement, and includes all buildings, improvements, equipment and facilities developed, constructed, used, oF maintained in connection with such Gaming, “Casino Year” means the one-year period beginning on January 1 of each year and ending on December 31, except that (a) te frst Casino Year shal begin on the Early Opening Operations Commencement Date and end on the next succeeding December 31, and (b) the last Casino Year shall begin onthe day following expiration ofthe preceding Casino Year and ends on the date that is the last day of the Term. “Category L License” shall have the same meaning ascribed to it in the Act0 6 0 @ © o™ «) 0 @ “City” means the City of Boston, Massachusetts, a municipal corporation with & ‘modified Plan A form of government, as more particularly set forth in Chapter 452 of the Massachusetts Acts of 1948, as amended of modified by, among other references, (Chapter 376 of the Massachusetts Acts of 1951 and Chaptcr 605 ofthe Massachuscts ‘Acts of 1982, and all ofthe City’s agencies, departments, olfces and commissions. “City Councit” means the City Council ofthe City. “City Representative” means the Director ofthe Gaming Accountability Office or such other individual that may be designated by the Mayor from time to time who is the City’s authorized representative with respect to any matter related to or arising from this Agreement or the Project, and upon whose consent, approval or direction the Developer may rely asthe consent, approval or direction from the City forall ‘purposes ofthis Agreement “Commission” shall have the meaning aseribed to it in the recitals ofthis Agreement, “Commonwealth” shal have the meaning scribed to tin the recitals ofthis Agreement “Community Impacts” means both the known and unknown direct and indirect impacts to the community om or related to the development or operation of the Project, including, without limitation, () increased use of City services, (i) increased use of infastrucure ii) the need for additonal infrastructure, (iv) the need for ditional City employees, services and/or equipment, (¥) increased traffic nd traf congestion, (i) increased pollution, including ar, noise, water, and list pollution, (vi) issues related to publi health, safety, welfare, education and addictive behavior, (li loss of existing Cty revenue, (x) issues related to education, businesses, and housing, (x) issues related to public safety including police, fie and emergency medical services, (xi) issues related to quality of life, (xi) increased use of City slreels for parking, as well as a reduced use of public parking facilities asa result of ‘ditional parking being made availabe atthe Project, and (xii) costs related to mitigating ther impacts tothe City, its services and its residents. ‘Community Impact Trust” shall have the meaning ascribed to it in Section IV.D. of this Agreement. ‘ondemnation” means a taking ofall or any part ofthe Project by eminent domain, condemnation or similar proceeding by a competent authority for public or uasi- public purposes, “Construction Commencement Date” shall mean the date that any material Work on the Project begins pursuant to any Tull or partial buikding permit or demolition permit issued to Developer from the City’s Inspectional Service Department for any portion ‘or component of the Project, other than any Limited Preparatory Work, provided that the Construction Commencement Date shall be not later than sixty (60) days after the date Developer frst conducts any Limited Preparatory Work(a) oH) (©) (as) (cc) , ee (nny “Construction Impact Working Group” shall have the mesning ascribed to itin Section IILG, ofthis Agreement “-Consteuction Lotter of Credit” shall have the meaning ascribed to it in Article IX of this Agreement. “Contzots)" or “Controlled” means the possession, director indirect, ofthe power to director eause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contractor otherwise, as such terms are used by and interpreted under federal securities laws, rules and regulations shall mean the United States Department of Labor, Bureau of Labor Statistics, ‘Consumer Price Index forall Urban Consumers, Boston-Brockton-Nashua, MA-NH- ME-CT All tems, 1982-84100. In the event thatthe United States Department of Labor shall cease to promulgate the CPI, the Developer andthe City shall agree to meet and discuss in good faith the adoption ofthe commonly accepted alternative to the CPI forthe purposes hereo. “Damage Period” shall have the meaning ascribed toi in Section VIILD. ofthis Agreement. “Developer” means Sterling Suffolk, any designee of Sterling Suffolk under the 121A Approvals (to the extent the 121A Approvals are granted), the Operator, and each parties respective successors or assigns as permitted hereunder “Development Process Cost Fees” means, to the extent not otherwise previously paid by the Developer tothe City, whether directly or indirectly, a fe to reimburse the City forthe aggregate amount of any and all costs and expenses in good faith paid or incurred by the City and its agencies, including, without limitation, the BRA and the City’s Public Health Commission, to third partis (including attorneys, accountants, consultants, engineers and others) in connection with the planning, preparation and negotiation of this Agrecment, the enforcement of this Agreement, the Election, the planning, development, ownership, management and operation of the Project, and the issuance of a Category I License tothe Developer and any renewals thereof, provided, however, thal notwithstanding anything tothe contrary contained herein, Development Process Cost Fees shall not include costs and fees incurred by the City arising from or related to the City’s breach of its obligations under this Agreement or the gross negligence or willful miseonduct ofthe City or its Authorized Representatives “Development Dispute Cost Fees” means, to the extent not otherwise previously paid by the Developer tothe City, whether directly or indirectly, a foc to reimburse the City forthe aggregate amount of any and all reasonable costs and expenses (including, without limitation, attorneys" fees) in good faith paid or incurred by the City and its agencies, including, without limitation, the BRA and the Public Health ‘Commission in enforcing this Agreement and in defending lawsuits brought by third parties against the City and its employees and agencies asa result ofthe Project, theElection and/or any approvals granted by the City or its agencies for any portion of the Project; provided, however, that notwithstanding anything to the contrary ‘contained herein, Development Dispute Cost Fees shall not include costs and fees incurred by the City arising from or related to the City’s breach ots obligations under this Agreement or the gross negligence or willful misconduct of the City or its Authorized Representatives. rector Indirect interest” means an interest in an entity held directly or an interest Joel indirectly through interests in one or more intermediary entities connected ‘through a chain of ownership tothe entity in question, taking. into account dilutive effect ofthe interests of others in such intermediary entities. «i Gi) “Dispute” means any claim, demand, controversy, action or cause of action between the Developer and the City arising out of or relating tothe Project, this Agreement or the transactions contemplated hereby, including as a result of any Event of Default or concerning the construction, validity, performance, and interpretation of any provision ofthis Agreement. (kk) “Early Opening Component” means the components of the Project set forth in Exhi D attached hereto ofthis Agreement (W) “Early Opening Operations Commencement” means the completion ofthe Work for the Early Opening Component, as evidenced by the issuance ofa certificate of ‘eccupancy (final or temporary) forall portions ofthe Early Opening Component, and that portions ofthe Project applicable to Early Opening Component, including, ‘without limitation, the Early Oponing Transportation Improvements ure complete, ‘operational, and open for business tothe general public. (nm) “Early Opening Operations Commencement Date” means the date occurring no later than twelve (12) o fourteen (14) months after the Construction Commencement Date. (on) “Early Opening Transportation Improvements” means the transportation improvements identified in Exhibit E altached hereto to be completed prior tothe Early Opening Operations Commencement Date (00) “Effective Date” shall have the meaning ascribed to it inthe preamble of this Agreement (pp) “Election” means the election on the ballot question as required by Section 15(13) of the Act. vent of Default” shall have the meaning ascribed to it in Section VIIL.A. of this ‘Agreement (aa) (x) “Excise Tax” shall have the meaning ascribed to it in Exhibit K-2 of this Agreement,(ss) « (ow) ow) (ow) (x) oO @) (ea) “Financing” means the act, process or an instance of obtaining specifically designated funds forthe Project, whether seeured of unsecured, including: (i) issuing securities, (i) drawing upon any existing or new credit facility; or (ii) contributions to capital bby any Person. The Parties acknowledge and agree that this definition does not ‘include capital contibutions from any members ofthe Developer which may have ‘originated from the issuance of securities by the Developer to such members, contributions tothe capital ofthe Developer or any draws upon existing or new credit, facilities of such members, so long as such capital contributions, contebutions to ‘capital and draws on credit facilities are not secured by liens or encumbrances upon any portion ofthe Property or the Project. ‘means any Affiliate involved in Financing all or any portion of “Einish Work” refers to the finishes which ereate the internal and external appearance of the Project. “Birst Class Project Standards” means, at a minimum, a Project that complies with the terms and conditions of all Approvals and Goveramental Requirements ofthe City and the BRA, that demonstrates the ereative designs and overall concept excellence and compatibility with ts surroundings, as set forth in the Project plans approved by the City andthe BRA prior to the Construction Commencement Date, and contains Gaming Areas, hotels and other components and amenities that meet the general standards of quality for construction, maintenance, operations and customer service in ‘no event any lesser quality than the Caesars Palace resort in Las Vegas, Nevada as of| the Effective Date ‘Force Majeure” shall have the meaning ascribed to iin Article XV ofthis ‘Agreement ‘Pull Build-Out Component” means the components ofthe Project set forth in Ex E attached hereto and all other components ofthe Project not included in Early ‘Opening Component withthe exception ofthe second hotel “ull Build-Out Operations Commencement” means the completion ofthe Work for the Full Buid-Out Component, as evidenced by the issuance ofa certificate of ‘occupaney (final or temporary) for all portions ofthe Full Build-Out Component, and that all portions of the Project applicable tothe Full Build-Out Component, including, without limitation, the Full Build-Out Transportation Improvements, are complete, ‘operational, and open for business to the general public “ull Build-Out Operations Commencement Date” or “FBOOCD” means the date ‘occurring no later than twenty-four (24) to twenty-six (26) months after the Construction Commencement Date “Full Build-Out Transportation Improvements” means the transportation {improvements identified in Exhibit Eto be completed prior to the Full Build-Out Operations Commencement Date(bob) (eco) (aaa) (eve) co) (ea2) (by Gin Gi “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements ofthe Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements ofthe Financial ‘Accounting Standards Board or in such other statements by such other entities as may bbe approved by a significant segment ofthe accounting profession for use in the United States, which are applicable tothe circumstances as of the date of etermination, “Gaming” shall have the same definition asin the Act, or any after enacted law which allows for other forms of gaming such as intemet based gaming or sports betting; provided, however, that Gaming shall not include pari-mutuel wagering such as is currently authorized atthe Property under M.G.L.c. 128A and e. 128C ‘notwithstanding the possibility that those chapters may be amended or reenacted in the future “Gaming Accountability Office” shall have the meaning ascribed to it in Section LF. ofthis Agreement. “Gaming Area” means the spaces where Gaming occurs, “Gaming Authority” means all agencies, authorities, and instrumentalitis ofthe City, Commonwealth, or the United States, or any subdivision thereof, having jurisdiction cover the Gaming or related activities atthe Casino, including, without imitation, the ‘Commission or its successor and the Gaming Accountability Office or its successor. “Governmental Authority” means any federal, state, county or municipal governmental authority, including, without limitation, all executive legislative, Judicial and administrative departments and bodies thereof (including any Gaming ‘Authority) and ther suevessors or assigns having jurisdiction over the Developer andlor the Project. “Governmental Requirements” means the Act and all laws, ordinances, statutes, regulations, executive orders, rules, policies, zoning requirements, Approvals and agreements of any Governmental Authority that are applicable tothe Project. “Gross Revenue” oF “Gross Gaming Revenue” shall have the same meaning as given to such term in the Act, but shal also specifically include, tothe extent permitted by the Commonvvealth at any time in the future, gross revenucs attributable tothe Developer's Category I License or the Project and received by the Developer or its Afiliates from interet-based gaming, sports betting or any other forms of gaming authorized by laws enacted after the Effective Date; provided, however, that Gaming, shall not include pari-mutuel wagering such as is curently authorized atthe Property under M.G.L.c. 128A and c, 128C notwithstanding the possibility that those chapters ‘may be amended or reenacted inthe future. “Host Community Agreement” shall have the mesning ascribed to it in the recitals of this Agreement(Kk). “Host Community Agreement Letter of Credit” shall have the meaning ascribed to it in Anicle IX of this Agreement. (ll) “Letter of Credit Standards” shall have the meaning ascribed to it in Aticle IX of this ‘Agreement (rnmm) Letters of Credit” shall have the meaning aseribed to it in Article IX ofthis ‘Agreement, (non) “Limited Preparatory Work” shall mean Work undertaken for the purpose of facilitating the Developer’ efforts to complete construction ofthe Project at the «earliest possible date and thereby limit the Project's construction impacts on the ‘community that s (a) Work inthe nature of construction staging and mobilization, (6) Work undertaken to maintain or improve the existing racing facility (but not ‘grandstand renovations), (c) Work that is solely interior demolition, abatement or other such interior preparatory Work, (@) Work that is demolition of the minor satellite administrative building in the parking lot ofthe Property, () tothe extent approved by te Cty in its sole discretion, Work tha is site preparatory work, or (O any other early Work that precedes groundbreaking, demolition or foundation ‘work atthe Property that is otherwise approved hy the Cty in its sole diseretion. (000) “Major Condemnation” means « Condemnation either of (i the entre Projector (i) portion ofthe Project if, asa result ofthe Condemnation, the Parties mutually agree that it would be impossible or unfeasible to continue to operate the Project consistent with the Fest Class Project Standards even after making all reasonable repairs and restorations, (ppp) "Material Adverse Effect” means any change, effect, oceurence or circumstances (cach, an “Event” and collectively, “Events”) that is outside of the Developer's reasonable control and, individually ori the aggregate with other Events, is or would reasonably be expected to be materially adverse tothe condition (financial or otherwise), business, operations, prospects, properties, asets, cashflows or results of operations ofthe Projector the Developer, taken as a whole; provided, however, that none ofthe following should be taken into account in determining whether a Material Adverse Elect has occurred or would reasonably be expected to oceu: (0) any Event inthe United States or global economy generally including Events related to world financial or lending markets, or change affecting gencrally the industry in whieh the Developer operates i) any changes or proposed changes in GAAP or any applicable la; and (ii) the Developer's lack of funds, except inthe case of clauses (i), (i) or (ii) w the extent such Event(s) affect the Developer, taken asa whole, ina ) Litigation. 1, within twenty-one (21) days after such mesting (or such later date mutually acceptable tothe Parties), the Parties have not sueceeded in negotiating a resolution ofthe Dispute, then such Dispute shull be settled by suit or proceeding in federal or state court pursuant to the provisions of this Agreement, unless the Parties mutuslly agree in ‘writing to arbitration consistent withthe procedures set forth in 24 CMMI 127.05, L. —Sevenbility. Ifany term or provision of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be invalid, inoperative, oF unenforceable, the remainder ofthis Agreement, or the application of such term or provision to persons or circumstances other than those a to which iis held invalid, inoperative or ‘unenforceable, shall not be affected thereby; it shall not be deemed that any such invalid, inoperative or unenforceable provision affects the consideration for this Agrooment; and each tem and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. M. Entire Agreement. ‘This Agreement integrates all of the terms and conditions ‘mentioned herein or incidental hereto, and supersedes al negotiations or previous agreements ‘between the Parties with respect tall or any part ofthe subject matter hereof. All waivers ofthe provisions ofthis Agreement must be in writing and signed by the Mayor and the Developer. N. Exhibits; Counting of Days: Rules of Construction, The obligations ofthe Parties as set forth inthis Agreement are subject to compliance with the terms and conditions of the Exhibits atached hereto which are incorporated herein and shall be considered a part ofthis ‘Agreement. The titles or headings tothe various sections of this Agrecment are for convenience 3of reference only, do not define or limit the contents thereof, and should be ignored in any construction thereof. When used herein, the words “he” or “she” shall have the same meaning. Unless specifically noted tothe contrary, the term “day” as used inthis Agreement shall mean calendar day. ach party has cooperated in the drafting and preparation ofthis Agreement Accordingly, in any action to construc this Agreement, party's participation in such drafting shall not cause any language to be construed against it ©. Counterparts. This Agreement may be executed in multiple counterpart original, cach of which shall constitute one and the same instrument, P, Successors and Assigns. The provisions of this Agreement shal be binding upon, and shall inure tothe benefit of, the successors and assigns of the Developer and the public body or bodies succeeding tothe interests ofthe City, and to any subsequent grantees of any portion of the Property. Q. Non-Discrimination. The Developer shall comply with all federal, state and ‘municipal laws, eules, regulations and policies promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged ‘or otherwise subject to discrimination in the tenute, position, promotional opportunities, wages, ‘benefits or terms and conditions of their employment because of race, colo, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. R. Recording. The Parties shall eooperate in recording and filing a copy of a Notice ‘of Agreement with the Suffolk County Registry of Deeds and Suffolk County Registry District of| the Land Cour in the form attached hereto as Exhibit. Upon the termination ofthis Agreement pursuant to Section VIILC, the Parties shall cooperate in recording and filing a customary form ‘of a Notice of Termination Notice of Agreement with the Sutfolk County Reistry of Deeds and Sulfolk County Registry District of dhe Land Court. The costs of recording the Notice of ‘Agreement and Notice of Termination of Notice of Agreement shall be paid by the Developer. S. _Non-Survival Upon Termination Under Certain Provisions. If this Agreement is terminated pursuant to Section VIILC.1, Seetion VIILC2 ot Section VIILC.3 of this Agreement, then both Parties are relieved from all obligations under this Agreement, excepting the Developer's obligations regarding payment of Development Process Cost Fees and Development Dispute Cost Fees set forth in Section IV.K. ofthis Agreement. This provision of this Section ‘supersedes any other provisions ofthis Agreement contrary thereto, T. Morigagee Subordination. Sterling Suffotk agrees to obtain and record with the Suffolk County Registry of Deeds and fle with the Suffolk County Registry District ofthe Land ‘Court a suboedination agreement from all Mortgageo(s) similar in form and substance to the form. attached hereto as Exhibit P. The subordination shall be recorded and filed by Sterling Suffolk immediately following the recording and fling of the Notice of Agroement set forth in Section 4.XVILR bat in any event within thity-five (35) days after the issuance of a Category 1 License to the Developer by the Commission, for any existing Mortgagee as of the date ofthe recording of | the Notice of Agreement and forall subsequent Financings [SIGNATURES ON FOLLOWING PAGE} $8.EXECUTED as sealed instrument the day and year first above written APPROVED AS TO FORM cry oF Boston Agee ae Giyor Boson ereunt duly euthorzed DEVELOPER: ‘STERLING SUFFOLK RACECOURSE, LLC ‘Title: Chair ofthe Board Herounto duly authorizedLIMITED JOINDERS ‘The undersigned Operator, BRA and Boston Public Health Commission (collectively, the “Limited Joinder Parties”) join inthe foregoing Agreement solely forthe purpose of agreeing to the provisions of the Agreement applicable to such Limited Joinder Party that are specifically identified under each Limited Joinder Party's signature line below. gree that neither the execution ofthis jondr by the Li performance of an undertaking made herein shall subjeet the Limited Joinder Parties to any other provisions ofthis Agreement ‘CAESARS MASSACHUSETTS MANAGEMENT COMPANY, LLC, solely i its capacity as Operator By: Caesars Massachusetts Acquisition Company, LLG, its sole member By: Caesars Entertainment Operating Company, Inc. its sple member Partnership Development Hereunto duly authorized ‘with respect 10 Article I, Section IILA., Section IILC., Section HLE., Seaton IILH. through Section LJ. Section TILM. through Section IV, Section IILX through Section IILAA., Section IVA, Section IV.1, Antiele V1, Article VI, Section VHA through Section LVIILA.S, Section VILLA.8 through Section VIIL.A.12, Seetion VIILA.17, Seotion VIILB.i, Section VIILBaiv, Seation X.A., Section XILA.2 through Section XIA8, Article XII, Article XI, Article XV, Atticle XVI, Setio XVILB,, Section XVILD., Section XVILF., Section XVIL.G.. Section XVILL through Section XVILK., Section XVILP. and Section XVILO.BOSTON REDEVELOPMENT AUTHORITY By: Nam Title: Hereunto duly authorized with respect to Sections IILG., V.A., V.B., VI, Exhibit -2 and Exhibit 3 BOSTON PUBLIC HEALTH COMMISSION py Padocne “enna Name: Title: Hereunto duly authorized ‘with respect to Sections ILP., IILV., IV.A. IV.F. and IV.T 5AdADEXHIBITC List of Approvals ee “Per Review or Approval — US. Enviromental Postion Age | Naiora Polat Diclarge Elation System (NPDES) a __Ginsrscton General Permit (segue) Federal Avintion Admniration FAA) Notice of Proposed Construction Determination; Federal ‘Alrpuce view a State — a ss] Executive Office of Eneray aad | Masackascs Ensironmenal Poy Act Review (ct Public OS oem AM | ene eve for landlocked idea) | Masscases Deparment of Envioomenis| | Sewer Comnecton erat a ere) lan Approval or Envtenmentl Results Progam Ceritcaion fr sationay sir pollutant sourses) Demolition Perit || Asbestos Removal Permit Prequel) Supesediag Order of Conditions (only wpon appeal of cal = eee _ Mawsaases Off of Costa Zane Federal Cositansy Coicaton (Frequed) (oS Management (CZM) — ‘issectnsets Deparment of Trasporon Vehicular Acces Pris) (Category 0) [Non-Vebicuar Asooes Permit Ae Space Review ‘Mussachusts Water Resources Ako cia tes Damas racer WRAY Dewatering Permit required) Massohnsets Gaming Commision | Caiegory 1 Gaming License [MastachisensHisoncal Commission Sate Rete Review Massichusets Depart of Cnseraion | Aces: Pers) ud Recreation Mapa Soaaenes eal asTow ——— ee Ci of Boiss — os Commnity Asmat > Boston ive Design Commision Projet Review : = ‘ostn Cnet Commision One of Conia eal ost ie Departeat Fal Scag Pernt | Boston Redevelopment “Aubry “and |” Appiable Zoning Rei and Projet Review in accordance Tegered own, Zocing, Commision, e Soins tee, Boson, Zoning Commision | iy ets of Arie 6,7, 37, 5 and 80 of te Baton | Deparment Zong Cae IA Approval) | Boson Water and Sewer Commision Tosa Sewer Comecton Pest and Site Plan Approval (eae |____ Drainage Discharge Permit if reuies ‘Commies Liven Flamable toege Line Garage Permit Insgstionl Service Deparment Bulldig Prat cl‘REVERE Chyoticere J Host Community Ageeoeni Busing Depart Balding Perit Revere City Coun Revere Conservation Common “Appicale Zoning Relist and Project Review t tbe een] reed the Revere Zoning Odimpee lod Pain Approval Onder of Conions Sig Plan Review Conse —_ ‘Chesca Consenation omnia ‘Onier of Condon (ifsc waasparation iafasinciue ‘mprevemens) c2EXHIBIT D of Farly Oy yonent ‘Caesars Resor at Suffolk Downs isa redevelopment proposed on approximately 161 acres of land in East Boston and Revere with all major proposed construction occurring in Boston, The main access points to the site are from Route 1A tothe west and Tomasello Drive aswell as fom Winthrop Avenue at the north end of the property. Tso mass transit stops on the MBTA Blue Line (Suffolk Downs and Beachmont stations) curently serve the Project site. The property is curently home to Suffolk Downs, which opened in 1935 and remains New England’s ‘only operating thoroughbred racetrack. ‘Caesars Resort at Sufolk Downs provides a unique opportunity to create a world class entertinment complex located minutes from the heart of downtown Boston and Logan International Airpor. The Project will be constructed in one continuous phase, although certain portions of the Resort— described as Early Opening below—will en tothe publie before the Full Build is eomplete. As described below, the Project program includes two distinet casino ‘gaming areas (referred to herein as Casino Area I and Casino Area I), two hotels, multi-purpose Imecting/entertainmeat space, dedicated structured parking as well as surface parking, fine ining, retail space, and bars. Early Opening Project Narrative “The Early Opening portion of the project, consisting of Casino Area I, will be housed on the first floor of the existing, re-purposed grandstand, link, and clubhouse buildings on the Project ite ln its cansent design the first oor will bea gaming floor (ie. slot machines and table games) that will include a restaurant, sports bar, and dedicated poker room. The second floor ofthe grandstand building will bere-purposed to house a Streets of Boston restaurant pavilion and back-of-house support spaces with connections tothe grandstand, area for racing patrons. The second floor of the adjacent link building will be repurposed to house guming offices and addtional back-of-house suppor spaces. A double-bay loading dock and employee service entrance willbe located on the north side ofthe building. Just tothe north, ‘central utility plant will provide utility services forthe entire Resort. The existing clubhouse, attached to the grandstand building via the link building, will undergo renovations and will continue to house the horse racing program on the sccond and thd levels. Gaming and racing components will be operated jointly and will be fully accessible to patrons “The Early Opening Component shall include, without limitation all ofthe following D-l‘The Early Opening Component shall include, without limitation, all ofthe following 1, Reconstruction ofthe existing grandstands and clubhouse atthe Property into @ Gaming Area between 75,000 and 125,000 square feet with between 2,S00 and 3,500 gaming positions (consisting of an evolving combination of slot machines and table games including a World Series of Poker room. Between 4,000 and 6,000 square feet of meeting and entertainment space; 3. Thoroughbred racing track and simulcast betting area; 4. Between 2,000 and 2,250 parking spaces for patrons; 5. Food and beverage outlets with between 700 and 1,200 seats, including atleast 6 restaurants: 6. A.central utility plant; and 7. Construction ofa sceurity gate long the MBTA trolley tum around at Waldemar “Avenue as well security cameras and surveillance along the Waldemar Avenue ‘boundary ofthe Property and the boundaries ofthe Property near the Suffolk Downs MBTA station all with a connection feed tothe City. The seourity gate ‘cannot be a chainlink fence and must be capable of being electronically opened by the City and its emergency personnel p2EXHIBITE ‘Transportation Improvements 1. General Provisions ‘Terms used inthis Exhibit E and not otherwise defined shall have the meaning ascribed to them in the main body ofthis Agreement. For purposes of this Exhibit E, “Post Opening” shall mean a date that is not later than one (1) year from the Full Build-Out Operations ‘Comanencement Date and the “Revere HCA" shall mean the Host Community Agreement centered into between Revere and the Developer. ‘The improvements itemized inthis Exhibit E are proposed to address specific issues that have been raised by the community, the ity and Revere, or by the Developer as either ‘responding to eurrent needs in the community or mitigating particular impacts expected on account of the Project, At this preliminary stage in the development of the Project, they are conceptual and remain subject to review by the various Governmental Authorities with jurisdiction over the improvement. Notwithstanding the preliminary nature ofthese ‘improvements, the Parties have used ther best judgment in articulating the specific nprovements that are proposed at exch location. The City and the Developer acknowledge that changes tothe concepts are inevitable as design advances into the construction phase. However, the City shall approve design changes only ifthe modified design, inthe sole discretion of the City, addresses the concer relating tothe underlying community need or the Project mitigation objective. 1 Off:Site Transportation Improvements |As set forth in Section I]. ofthe Agreement, Developer shall spend a minimum of Forty Five Million Dollars (45,000,000) on transportation improvements related to the Project, ‘exclusive of land acquisition or right of way costs, including, without limitation, the following, improvements. In no event shal less than Nine Million Three Hundred Twenty Thousand Dollars ($9,320,000.00) be allocated and expended in connection with transportation improvements within the City owned and maintained street and sidewalks. To the extent that the total cost of the construction and implementation of Items 3, 4,5, 6,7, and 8 as described below is less than said $9,320,000,00, the remaining funds shall be dedicated and expended on other transportation improvements within the City as the City, ints sole discretion, determines appropriate Tem | Tasation or Type Aationy Completion Date | Cost "TRAFFIC CONGESTION AND SAFETY-BOSTON 7 Route 1A Consus yover, add | Fall Bul-Out [$25,000,000 Boardman to | lanes and signals Transportation Sughandle Inproverent 3 ‘Bennington Wiodify channelization, | Early Opening | $500,000 Strew/Saratogs | phasing and timing | Transporation Street Innproverent "as necsary, dese acon are moe fll deserbed nthe marae that allows this char. El7 Boardman ‘Reconfigure roundabout | Early Opening [$500,000 StreetSaratoga | approaches ‘Transportation Streot Improvement 5 ‘Neptune ‘Signal coordination, | Early Opening | $2,500,000, RdiChelsea Stto | turn restrictions, islands | Transportation [|_| NBRamp Improvement 6 Curtis ‘Channelization, signage | Early Opening | $1,100,000, AvenuelRoute 1A, ‘Transportation Improvement 7 Boardman Reconstruction of | Early Opening | $720,000 StreevAshley | intersection ‘Transportation Street Improvement 8 ‘Contingency Fund | Create Contingency | Early Opening | See narrative Fund Transportation | below | Improvement [TRAFFIC CONGESTION AND SAFETY-REVERE® ip Route H/Route 16 | Ramp connection ‘AsperRevere | $2,100,000 improvements 0 Route TiRouie 16 | Develop long-range | Asper Revere | $400,000, plan for interseetion | HCA {improvements | feasibility study) 7 Route T6/Route | Add tur lanes, ‘AsperRewe | $1,600,000 Misamis Street pedestrian HCA accommodations, islands @ Donnelly Square | Channelization, ‘AsperReves [$860,000 pedestrian access, | HCA | timing re} North Shore Island, pedestrian ‘AsperRevere | $1,000,000 RdIRBP/Tomaselo | accommodations, HEA, Drive timing 1% ‘Mahoney (Beil) | Fund channelization, | As por Revere | $400,000 Cirele pedestrian access, | HCA timing, signs 5 Brown Circle | Fund signs, markings | Aspe Rewee | $200,000 and channelization — | HCA 6 Route 6 Revere | Fund detection, curbing | AsperRevere | $680,000 Street and pedestrian HA, accommodations 7 Copeland Cooalination Post Opening |irtettowe 1 | wMassDOT re: tong range plans ii “ALTERNATIVE MODES B23 Blue Line Aeooss | Provide walkway to SD | Early Opening | $430,000 for Station ‘Transportation | Items 23 and Improvement __| 27] 2 Blue Line Access | Upgrade sidewalks to | Early Opening Beackmont along, ‘Transportation Winthrop Steet Improvement 3 Blue Line Access) Construct Suffolk ull Build-Out | $3,000,000 Downs station upgrades | Transportation a Improvement 7 Bis Access Provide bus stops and | Early Opening | See em 23 shelters on site ‘Transportation | above. Improvement @ Bigyele Acoess | Providebike lanes on | Early Opening | $140,000 Bennington Street | Transportation Improvement aT Bicycle Acoess | Provide ike share | Early Opening | $174,000 parking ‘Transportation L Improvement | * To tho extent that items 9 through 16 above are not completed prior tothe Full Build ‘Out Operations Commencement Dae, the Developer will work withthe City to design and {implement interim solutions to mitigate the adverse traffic impacts inthe City between the Full Build-Out Operations Commencement Date and the date of completion of such improvements per the Revere HCA, [Narrative Description of Off-Site Transportation Improvements Hem 1 - Route LA/Boardman to Jughandle Four intersections ae treated as one in the proposed Resort construction program. The proposed improvements include construction of a northbound Route 1A overpass bridging the ‘Boardman Street intersection, meeting grade to the south of Waldemar Avenue. At Waldemar Avenue a traffic signal would be installed allowing controlled movement between the Route 1A northbound through movement from the overpass and vehicles on an adjacent northbound frontage road serving vehicles proceeding northbound ffom the Boardman Street corridor. The Route 1A corridor width approaching this traffic signal would be five lanes, one of which would be set for movement to Waldemar Avenue, Continuing northbound, the intersection of | ‘Tomasello Drive (a private way) and Route A would be signalized with four northbound lanes provided, one of which will be for right tums into Tomasello Drive. The three remaining lanes ‘will continue northerly several hundred feet through an upgraded traffic signal referred to as the “Jughandle” (at or near the Boston/Revere City Line) where the existing traffic signal would be upztaded and then the third lane would be dropped, tapering the existing two northbound lanes north ofthe Jughandle in Revere, Southbound, two through lanes would be maintained Approaching the Jughandle, and extend through the Tomaselle Drive intersection, Two ‘ditional left tam only lanes would be added approaching Tomasello Drive for access to the ESResort at Suffolk Downs, ‘The Route 1A SB corridor would then be widened to three through lanes from Tomasello Drive southerly to and through the Boardman Street intersection, ‘extending fora distance several hundred feet beyond the Boardman Street intersection and then taper to two lanes, A fourth lane willbe provided approaching Boardman Street for left tums under the flyover to access Orient Heights and U-tums on the southbound approach tothe new northbound frontage road, All of the associated widening required for this work will be completed on the easterly side of the Route LA corridor. Boardman Street westbound will be widened to allow for three lanes to approach Route 1A, consistent with the proposal advanced as part of the proposed hotel development at the intersection of Route 1A and Boardman Street. Waldemar Avenue will be ‘maintained as one lane in each direction. Tomasello Drive will be widened to provide two lanes departing from Route 1A (entering the Resor), and four lanes approaching Route 1A (exiting the Resort three for left turns and one for right tums). This plan is subject tothe approval of MassDOT, City of Boston Transportation Department (BTD) and the City of Boston Public Improvement Commission (PIC). Mem 3 - Bennington Street/Saratoga Street “The base design used for improvements at this locaton is to improve pedestrian conditions and to upgrade signal operations. At the intersection, the installation of a trafic {sland inthe southwest quadrant and redirection of erosswalks for both the Bennington and Saratoga crossings is proposed, providing a compliant curb ramp forthe Bennington Street cross inthe southeast quadrant, lane use changes on the northbound Benninglon Street approach (one ‘ight only and one through lef), and median removal and median removal/relocation on the northerly leg of Bennington Strest to allow a three lane SB approach (two through and one le), ‘with one through lane NB. Signal phasing modifications are also proposed with minor support telocations. As part ofthis intersection work, improvements will be made tothe Saratoga Street pedestrian crossing in the Barnes Avenue'Bayswater Stree triangle area to provide a pedestrian ‘warming beacon system and compliant eossing ramps. The base design concept assumes the City of Boston has all ofthe right of way necessary to make these improvements, This work is subject tothe approval of BTD and PIC. Mem 4 - Boardman Stree Saratoga Street ‘The basic concept ofa trafic circle has been maintained within this intersection with the 11 year old geometry upgraded to a more standard roundabout design. The circle diameter ‘would be increased and splitter islands added where roadway widihs permit. The eub lin along, the easterly side of Saratoga Street would be modified to significantly reduce the pavement area and the reclaimed roadway would be used for parking adjacent tthe Saratoga Sireet residences. Pedestrian crossings would be relocated and generally passthrough the splitter istands where available, The base design cost assumes thatthe Cty of Boston has al of the right of way ‘necessary to make these improvements. This work i subject to the approval of BTD and PIC ltem 5 - Neptune Rd/Chelsea St to NB Route 1A Ramp off-ramp BaTis coridor has been split into areas forthe proposed improvement plan. The westerly section extends from Chelsea Street to Bremen Stret, and the easterly section extends from Bremen Stet to Frankfort Street. ‘Within the westerly section, the plan ereates a one-way couplet with Saratoga Street, providing a one-way SB corridor from Bremen Stet to Neptune Road and Bremen Street one ‘way NB fiom Neptune Road to Saratoga Street. The curb line onthe southeast comer of Chelsea Street and Saratoga Street would be modified (pavement area reduced) and a median would be added on Neptune Road from Chelsea Street to Bremen Street where two lanes would be provided ~ one left tum and one lane continuing to Bennington Street. Based on traffic count ‘evaluation, provide stop control on Neptune Road only or muli-way stop control on all approaches. Given geometric concems and heavy truck activity, traffic signal control is nota viable option, The base design concept assumes thatthe City of Boston has all ofthe right of way necessary to make these improvernents. Approvals are required from BTD and PIC. A\ neighborhood review process is also anticipate. ‘Within the easterly section the plan developed looks to increase capacity atthe intersection by splitting the function of the overall intersection with the elimination ofthe ‘westbound Neptune movement between the Route 1A NB ramps and Bennington Stret. All traffic ffom the ramp (except the U-turm to Route 1A SB) and from Frankfort Street would be directed to Vienna Road and then allowed to aocess Bennington Stret northbound and southbound via a new traffic signal and median break. Removal of the westbound movement from the Bennington Steect itersecton will allow increased time forthe Bennington Street southbound phase, accommodating both the existing demand and the redirected movement from, the closed link. The base design concept assumes thatthe City of Boston has all of the right of ‘way necessary to make these improvements. Approvals ae required loan BTD, PIC, MassDOT and MassPort. A neighborhood review process is also anticipated Hem 6- Route 1A SB at Curtis Street [A proposal to realign Route 1A SB has been developed in response to the request for improvements to this intersection. The realignment is intended to create an “exit” from Route TA SB to the Curtis Stretazea rather than the wide pavement atea that curently exists. The relocation would be into a grass and tre area within the Route 1A median and provide for two ‘continuous lanes forthe southbound through movement, An island would be eeated within the ‘current paved area ofthe exiting movement and through movement. Movemeat from the newly created ramp would intersect with the Curtis Stret movement under single or muli-way stop ‘contol (to be evaluated) and the movement from the Curtis Street corridor onto Route 1A Southbound would be ina free-flow condition to the third lane available south ofthe interchange area. The base design concept assumes that all work will he completed within the State Highway layout and that no right of way acquisition is necessary to make these improvements. This work {is subject tothe approval of MassDOT, BTD and PIC. Item 7 Improvements at Boardman Stret and Ashley Street Te objective ofthis intersection improvement is to improve safety for pedestrian travel along the northside of Boardman Street, Ashley Sreet presently meets Boardman Street from the north ata very flat angle such that the Ashley Stret opening is approximately 250 feet wide. BS"Squaring up" of the intersection is proposed to significantly narrow the width of this opening. ‘The conceptual plan would realign the northern eur line along Ashley Street to meet Boardman Street at 2 90-degree angle clasing the Ashley Street opening and shortening the pedestrian crossing t approximately 30 feet. To the west of the new intersection location the curb line "Would be moved tothe south to parallel the Boardman Stree ravelway. Existing driveways on this segment would be extended to meet Boardman Street, Drainage systems would be redesigned to be compatible wth the nev street layout and new landscaping would be added. ‘The design concept assumes the City of Boston has al ofthe right of way necessary to make these improvements, The design will be developed with community input and final design is subjet to the approval of the City of Boston. Hem 8 Contingency Fund “The Developer shall posta bond payable tothe City of Boston in the amount of Four Million Five Hundred Thousand Dollars ($4,500,000.00) which is equa to ten percent (10%) of the costs forall transportation improvements listed in Section Il ofthis ExhibiLE, which the City may use to address unforeseen roadway capacity and safety issues. The funds could be used 10 ‘modify to the above roadway improvements andlor address new locations tothe extent thatthe issues identified may be attributable all or in part tothe casino resort project. Funds that have not been expended within six (6) years ofthe Full Build-Out Operations Commencement Date will be returned to the applicant, Item 9 - Route 1’Route 16: “The Developer represents and warrants that the Revere HCA provides that the Developer “will and andl eause the permitting, design and construction of, in coordination with state and municipal agencies, and in consultation with the Cty of Revere, intermediate geometric improvements and new signalizations at this interchange. The improvements are intended to provide missing movements to an important regional highway access point, Under existing conditions, acess ftom Route I SB to Route 16 EB and fiom Route 16 WB to Route | NB are aot provided, and there is redundant ramp access from Route 16 WB to Route I SB provided less than 1,500 feet fom the existing interchange, ot approximately 600 feet west of Webster Avenue. The proposed build condition would include Closure ofthe Route 16 WB access to Route | SB within the existing interchange and a diversion fof that movement farther to the west beyond Webster Avenue. The current on/off ramp ‘configuration to and ftom Route | SB would become a fou lane off ramp to Route 16 East and ‘west with a median break on Route 16 and installation of a trafic signal, This ramp will provide the opportunity to significantly reduce left lane and lefUU-tum congestion at the Route 16iWebsterStret intersection. The on-ramp to Route | NB from Route 16 WB would be developed with a second Route 16 median break on the exsterly side of Route | together with construction ofa left tum lane, The left tun movement to Route 1 NB would be signa controlled ‘and would tic into the existing EB to NB loop ramp through an open infield area, Both signals ‘would operate in two phases (Route 16 east and west and the Route | SB off a the off-ramp Tocation and the eastbound through and westbound let to Route | NB at the second site). Note that there would be no stopping ofthe westbound through movement a the proposed signal to the northbound on-ramp movement. The interchange work would also include an update the Route 16, Webster Avenue, Garfield Avenue intersection, and pavement area reduction where 6‘acceleration lanes are no Tonger required. The improvements are subject to the approval of DCR, ‘MassDOT, and cities of Revere and Chelsea, Item 10 Route 1/Route 16 Feasibility Study ‘The Developer represents and warrants thatthe Revere HCA requires thatthe Developer ‘will fund a study of Route I/Route 16 interchange. The study will bein the nature ofa long: range plan for the interchange based on a canceptusl plan consistent with long range plans for ‘interchange developed in the North Shore Transportation Study by CTPS. The plan is limited to ‘study of the merits ofthe design and does not include a full review ofthe environmental planning process nor final design plans. Item 11 - Route 16/Revere Beach Parkway/Harris Street Intersection ‘The Developer represents and warrants thatthe Revere HICA requires the following work to be ‘completed at this intersection, as follows: ‘The design and implementation of an optimal trafic signal timing and phasing plan, including split phasing; Construction of two exclusive right tum lanes eastbound onto Revere Beach Parkway; Construction of pedestrian safety improvements to allow for safe pedestrian routes from ‘Winthrop Avenue to Revere Beach Parkway in both eastbound and westbound directions, including associated sidewalk reconstruction, curb ramps, crosswalks and median improvements; and Installation of an emergeney vehicle preemption system, A series of improvement altematives have been developed for ths location. The ‘common elements of each are the canrol of the right tum movement from Route 16 East to Winthrop Avenue (Route 145), 2 widening of this right tun movement from one lane toto lanes, and an associated widening of Route 16 EB to maintain the two-lane through movement toward Mahoney (Bell) Circle. Pedestrian connections will be provided inthe intersection area and the traffic signal installation willbe upgraded. The altematives include maintaining Harris Stret as a two-way corridor, changing to a one-way away from Winthrop Avenue, one-way to ‘Winthrop Avenue and full closure of Winthrop Avenue a the intersection coupled with construction of a let tur lane on the Mahoney Cirele to Route 16 Connector south-westbound, ‘The improvements require City of Revere, DCR and, potentially MassDOT, approval Item 12 - Donnelly Square “The Developer represents and warrants thatthe Revere HCA requires the following work to be completed at ths location, as follows: Design and implementation ofan optimal trafic signal timing and phasing plan, including spit phasing, forthe weekday moming, weekday evening and Saturday midday peak periods; Redesign of the intersection to channelize traffic flow on the intersection approaches; BT‘Construction of permanent pedestrian crosswalks with new ADA accessible ramps at all crosswalks within the Donnelly Square area; Widening of Winthrop Avenue west of Washburn Avenue to provide for the relocation ofthe MBTA bus stops in the eastbound and westbound lanes, to accommodate bus turnin anes and to provide fortwo lanes on Winthrop Avenue eastbound; ‘Construction of aesthetic improvements within the Donnelly Squate area, including new pavement markings; Construction of landscaping improvements within the Donnelly Square area and along Winthrop Avenue leading tothe Project entrance at Revere Beach Parkway and Tomasello Drive; and Installation of an emergency vehicle preemption system, ‘This signal controled intersection is adjacent to the MBTA Beachmont Station. ‘The base improvement assumed for ths site includes a signal upgrade using concurrent pedestrian. ‘crossings, extension of the Bennington Street median tothe south to better control the prohibited Teft tur movement to retail parking lot, and realignment of the Crescent Street approach to better manage the Bennington Strect approach fo Winthrop Avenue. City of Revere and MassDOT approval ofthe intersection work will be required. Approval ofthe MBTA may also be required. Item 13 - North Shore Road/Revere Beach Parkway/Tomasello Drive Intersection “The Developer represents and warrants thatthe Revere HCA requir the following work tobe completed at this location, as follows; Design and implementation of an optimal trafic signal timing and phasing plan at the intersection of North Shore Road and Revere Beach Parkway, including spit phasing, to accommodate inerased traffic movements associated with the Projects {A study of alternatives forthe provision of an exclusive right hand turning lane into the Tomasello Drive entrance to the Project; Construction of pedestrian safety improvements at the intersection and along Revere Beach Parkway, including traffic median improvements and potential realignment; and Inatalation of an emergency vehicle preemption system. ‘This interscation will be the secondary access tothe Resort. The intersection ‘improvement is limited by a series of environmental concems west of the intersection und constrained geometry to the north, Improvements under consideration include updating signal ‘opetaion including concurrent pedestrian crossings, tur lane extensions, minor realignments ‘within the right-of-way, and construction of an island in the southwest quadrant allowing for pedestrian protection, The improvements will require the approval of DCR, MassDOT and the City of Revere, BSItem 14~ Mahoney (Bell) Circle ‘The Developer represents and warrants thatthe Revere HCA require the Developer to pay the City of Revere to make improvements to this location as a part of a $1,270,000 payment (including tems 14, 15, and 16). Basi improvements are proposed to adress as series of pedestrian crossing issues including the upgrade of ramps and walkways, the adition of pedestrian erossing on the American Legion Highway (Route 60) side ofthe circle, and upusades fo signing and markings, These improvements are subject to approval of MassDOT and the City of Revere. Item 15 ~ Brown Circle ‘The Developer represents and warrants thatthe Revere HCA requires the Developer to pay the City of Revere to make improvements to ths location asa pat of a $1,270,000 payment {including items 14, 15, and 16). Improvements atthe intersection of Routes 60 and 107 include signing and stripping, addition of a spite island on the Broadway side ofthe traffic circle, and ‘upgrades to sidewalk ramps and pedestrian crossings. These improvements are subject to approval of MassDOT and the City of Revere. Item 16 Route 16/Revere Street ‘The Developer represents and warrants thatthe Revere HCA requires the Developer to pay the City of Revere to make improvements to this location as a part of a $1,270,000 payment (including items 14, 15, and 16). General intersection improvements are proposed for this Tocation, including an upgraded vehicle detection system, improved sidewalk ramps and crossings, curbing, median and sidewalk repair, resurfacing and signal upgrades. These {improvements are subject to approval of MassDOT and the Cty of Revere. Item 17 ~ Copeland CireleRoute 1 “This feasibility study is proposed to be completed in conjunction with item 10 ~ the long range plan. The study wil be inthe nature of along range plan for this segment of roadway ‘based on conceptual plan consistent with long range plans for segment developed in the North Shore Transportation Study by CTPS. The plan is limited to a study ofthe merits ofthe design ‘and does not include a full review of the environmental planing process nor final design plans, Item 23 ~ Blue Line Access/walkway to Suffolk Downs Station ‘See item 30 for additional detail Item 24 Blue Line Avcess/upgrade sidewalks to Beachmont Station long Winthrop Avenue (Revere) The Developer represents and warrants thatthe Revere HCA requires the Developer to upetade the sidewalks along Winthrop Avenue in Revere. The improvements are subject to the approval of the City of Revere, Mem 25 ~ Blue Line Access /construet Suffolk Downs Staton upgrades BoDiscussions with the MBTA regarding the specific improvements to be made to Suffolk Downs Station remain preliminary and subject to change. At this point in the negotiation, the proposed improvements consist of the following concepts: “Maintenance Improvements: The proposed improvements include concrete restoration and repair ofthe existing structure, ramps, stirs, overpass and platform. ‘The existing structure wil also be repainted; Elevators: The proposed improvements include installation of new ADA ‘compliant elevators, together with the associated foundations, structure and improvements, “Tumsiles: The proposed improvements include installation of 3 new tumsiles at the station; Site Improvements: The proposed improvements include installation of new sidewalks, aanps, railings, lighting, way finding ($50,000 allowance) and landscaping from the station to the entrance to the Resort. A pedestrian shelter will be provided atthe entrance to the Resort “The Developer shall ensure that should work continue at this MBTA station after the Barly Opening Operations Commencement Date, the Developer shall ensure full functionality and a clean and safe environmental for patrons with adequate wayfinding signage. ‘These improvements are subject ty the MBTA’s approval tem 27 — t5us Access ~ Provide bus stops and shelters on site The Developer shall provide a bus top and bus shelter along Tomasello Drive in proximity tothe entree to the Project if and when MBTA bus service is extended to Tomasello Drive. The bus stop and shelter location shall be designated on the final site plan. Item 29 ~ Bieycle Access ~ Provide bike lanes on Bennington Street “These improvements call for a “Constitution Beach to Revere Beach” bieyele connection, Bicycle lanes will be marked along the Bennington Street corridor from Saratoga Street in East Boston to Winthrop Parkway in Revere. The bieycle route will start atthe northerly end of Constitution Beach Park, proceed northerly along Bares Avenue (shared lanes) to Saratoga Street, and follow Saratoga Street easterly to Bennington Street also asa shared lane given width limitations on Saratoga Street over the MBTA Blue Line. From Saratoga, to the Boston/Revere City Line, a five foot minimum bicycle lane willbe provided with one lane established for through movement northbound, Parking will generally be permitted along the curb line, except approaching the Benaington Street, Leyden Street Walley Street extended intersection area ‘where two travel lanes will be designated, oe for left turns and one for through movement ‘Within an area fiom 250 feet south of Leyden Street through Palermo Street, parking will be restrited. Parking restrictions, and/or painted median area or two-way lft tur lane (TWLT. lane) will be considered from Leverett Avenue to the Boston/Revere City Line, Southbound fiom the Revere Boston City Line tothe Suffolk Downs T Station parking will be restricted (matching northbound). Southerly from the T Staion, one travel ane will be maintained with on E10street parking and the bicycle lane to an area between Ashley and Antrim Streets, where lane sharing will be provided to Saratoga Street. Initial plans in Revere would provide for a three Tne corridor (one throughright lane in each direction with two-way center Tet turn Tane) with parking both sides atthe curb and five foot minimum tum lanes from the City Line to Crescent Stree, From Crescent Street to Winthrop Avenue, lanes would be shared in both directions. From Winthrop Avenue to Winthrop Parkway, one travel lane would be removed, maintaining ‘one travel lane, parking and the bicycle lane. “Approvals will be required from the Cities of Boston and Revere, as well as MassDOT and DCR. Hem 31 ~ Bicycle Parking ~ provide on-site bike purking The Developer shall fund and install two Hubway bike-share tations ifand when the City extends the Hubway system to East Boston, One Hubway station shall be installed nea the ‘entrance tothe resort and the second shal be installed near the Suffolk Downs MBTA station, Final locations and designs are subject to review by the City. IIL, Additional Of-Site Transporation Improvements, On-Site Transportation Improvements and Transportation Demand Management Measures In addition o the aforementioned Forty Five Million Dollars ($45,000,000) of transportation improvements, the Developer shall also construct the following transportation improvements Tem [Location orType [Acton Completion] Cost Date "TRAFFIC CONGESTION AND SAFETY-BOSTON 2 Route TA Perform feasibility tod, | Early Opening Boardmanto | donate ROW owned by "| Transportation Sughandle the Developer Improvement PARKING 18 Daily Parking | Construct onsite Fall Buld-Owt siretuted parking garage | Transportation | Improvement 9 ‘Special Event | Secure off-site parking or | Early Opening Parking accommodate parking on | Transportation site Inproverent wD Neighborhood | New and addtional [Early Opening | Estimated at Parking signage in EastBoston | Transportation | $15,000 uring fall mst | Improvement | construction a Reserve Parking | ldentfy reserve parking | Early Opening aca “Transporation | Improvement ag meesay thee ations ae more ily described inthe acaive tallow this chart Fal2 Bus Parking Designate bus staging | Early Opening are Transportation Improvement ALTERNATIVE MODES 26 Bus Access Provide sidewalls along | Early Opening ‘Tomasello “Transportation : Improvement w Bigyele Access | Provide bike lanes on | Early Opening Tomasello Drive ‘Transportation | Improvement 30 Bigycle Acsess | Provide connestion to it | Early Opening from Bennington Street | Transportation Improvement a Water Access | Subsidize water wanspor | Early Opening ‘Transportation | Improvement 3 Woaier Acces | Operate shutle bus arly Opening (provided water shuttle at | Transportation Maverick is operational) | Improvement & Neighborhood | Provide walkway, Early Opening ‘Access Waldemar to Target | Transportation i Improvement TRANSPORTATION DEMAND MANAGEMENT 35 Employee Provide accommodations | Farly Opening Oriented and incentives ‘Operations Strategies Transportation | _ Improvement 36 ‘Guest Oriented | Provide accommodations | Early Opening Strategies and incentives Operations Transportation Improvement : a Scheduling ‘Coordinate with Ciiy | Early Opening Strategies Special Events| Operations ‘Transportation Improvement [Narrative Description of Additional Off-Site Transportation Improvements, On-Site ‘Transportation Improvements and Transportation Demand Management Measures, Item 2~ Route 1A Boardman to Jughandle — planning “The Developer will study i the Draft Environment Impact Report and Expanded Public [Notification Form to be filed forthe Project the segment of Route 1A to the Jughandle. The study will be in the nature of a long-range plan for this highway segment based on current needs and following on the long range plans for this area developed in the North Shore TransportationStudy by the Central Transportation Planning Staff, The plan i limited to a study of the merits ‘of the design and does not include a fll review of the environmental planning process nor final design plans, Item 18 — Daly Parking ~ Details to be specified in more detail in the Transportation Access Plan Agreement. Item 19 - Special Event Parking ~ Details to be specified in more detail inthe Transporation ‘Access Platt Agreement. Item 20 Neighborhood Parking ~ Details tobe specified in more detail in the Transportation Access Plan Agreement Item 21 — Reserve Parking ~ Details to be specified in more detail in the Transportation Access Plan Agreement. ‘Mer 22 ~ Daily Parking ~ Details to be spevified in more detail inthe Transportation Access Plan Agreement. Item 26 ~ Bus Access ~ Provide sidewalks along Tomasello [As part of the site development, the Developer shall fund and construct a sidewalk along the entire length of Tomasello Drive to afford pedestrians access tothe resort from MBTA bus stops slong Route 1A and Winthrop Avenue. Item 28 — Bicycle Acoess ~ Provide bike lanes on Tomasello ~ see item 30 Item 30 - Bicycle Access — Provide connection to site from Bennington Street “The proposed improvements include construction of a combined 14 foot wide pedestrian bikeway (approximately 1,300 LF) from the Suffolk Downs Station to the south plaza at the casino entrance (4 foot green strip, 8 foot pedestrian, 2 foot green strip, 6 foot bike path), & 14 foot bikeway (approximately 5,800 LF) from the Resort entrance extending eastward along, ‘Tomasello Road to Winthrop Street, and 2 14 fot wide bikeway extending from Tomaselo Road to the Employee entrance. With respect to a connection to Route 1A, a bikeway can be accommodated inthe future if allowed. At the employee entrance, secure, covered storage will be provided for 60 bicycles. At the Resort entrance valet service will be available and a bicycle ack will be provided for patrons. Item 32 — Water Access ~ subsidize water transport ‘The Developer supports the Mayors vision to enhance water transportation options to East Boston by instituting regular water shutle service hetween the South Boston and East Boston waterizonts, and agrees that funding to assist the City in establishing this service will be made out ofthe Conamunity Impact Trust, tem 33 — Water Access — operate shuttle bus EB‘As apartits multiple occupancy vehicle strategy, the Developer will expand its current ground shuttle operation to run between the Resort and the several East Boston business districts, ‘area hotels, local cultural and tourist destinations, and regional hubs such as principal MBTA ‘ops on lines that do not easily connect the Bluc Line. It will operate as connector with the planned water shutle to the Maverick Square area once that service is running. The shutle service will also be used to bring employees to and from the Resort, [twill also be used in conjunction with Suffolk Downs’ proposed guaranteed ride home program, and will operate at all times the resort is open. Item 34 Neighborhood Access ~ Provide walkway, Waldemar to Target (On ste improvements at the Resort will include a safe walkway connecting the ‘Waldemar Avenue area with the nearby shopping center that presently hosts a Target retail store, “The location ofthis walkway during construction shall beset forth in more detail in the Construction Management Pla, Item 35 ~ Employee Oriented Strategies In adition to physical roadway, traffic and safety improvements, the Developer is ‘committed to implementing a robust Transportation Demand Management (TDM) program to reduce single-occupancy vehicle (SOV) travel, thereby reducing Project parking demand, traflic congestion, and associated environmental impacts, Equally important, the TDM plan also enhances mobility by altemative modes of transportation by promoting walking, bicycling, Fidesharing und transit use, The TDM plan will address the different needs of patrons and femployees, and will overlap with other Key plan elements including parking demand ‘management and on- and off-site infrastructure improvements and will be subject to BTD approval. Details of the TDM program will be sot forth in the Transportation Access Plan ‘Agreement to bo executed between the Developer and the Boston Transportation Department Item 36 ~ Guest Oriented Strategies In adition to its ground shuttle program that will have regular connections with nearby hotels, businesses, cultural attractions and tourist locations, the Developer will have an on-site transportation coordinator at all times to work with patrons on transportation options. In addition, severl ofits TDM stratogies will also be targeted at assisting patrons in ariving and departing from the resort, Further details of this program willbe set forth in the Transportation, AAcvess Plan Agroement to be executed between the Developer and the Boston Transportation Department Item 37 ~ Scheduling Strategies The Developer shall work with the City of Boston to coordinate special events t avoid ‘watfie congestion to the maximum extent possible. Further details ofthis program will be set forth in the Transportation Access Plan Agreement to he executed between the Developer and the Boston Transportation Department, El[Notwithstanding anything to the contrary inthis Agreement, to the extent that any of the Early Opening Transportation Improvements set fort inthis Exhibit E are not completed by the Early Opening Operations Commencement Date due to events beyond the Developer's control, such as delays in pemitting the Developer may commence Gaming operations atthe Projet provided that the Developer: i) continues to undertake best efforts to diligently complete any such Early Opening Transportation Improvements; i) has agreed to such interim measures ws the City determines are required in order to mitigate any adverse trafic and transportation impacts resulting from such delay; and (i) provides the City eserowed funds in the amount of 110% of the estimated cost of the City to complete sueh Early Opening Transportation Improvements, which funds the City may elect to use to complete such Early Opening Transportation [Improvements ifthe Developer fails to satisfy its obligations hereunder to do so,EXHIBIT F Description of the Full ut Component Caesars Resort at Suffolk Downs is a redevelopment proposed on approximately 161 acres of land in East Boston and Revere with all major proposed construction occurring in Boston, ‘The main access points to the site are from Route LA to the west and Tomasello Drive 1s well as ftom Winthrop Avenue atthe north end of the property. Two mass transit stops on the MBIA Blue Line (Suffolk Downs and Beachmont stations) currently seve the Projet site. The property is curently home to Suffolk Downs, which opened in 1935 and remsins New England's only operating thoroughbred racetrack Caesars Resort at Suffolk Downs provides a unique opportunity to create a world class entertainment complex located minutes from the heart of downtown Boston and Logan International Aitport. ‘The Project will be constructed in one continuous phase, although certain portions of the Resort—described as Early Opening below—will open to the public before the FFull Build is complete. As described below, the Project program includes two distinct casino ‘gaming areas (refered to herein as Casino Area I and Casino Area ID, to hotels, multi-purpose ‘meetinglentertainment space, dedicated structured parking as well as surface parking, fine ining, retail space, and bars, Full Build Project Narrative In addition to the details set forth in the Early Opening Project Narrative in Exhibit D, the Full Build project will include the followi ice of Casing Area II will be centered on the crescent-shaped luxury hotel (Le., Hotel, with & lower~story fagade that will provide a clear visual connection to the interior of the building; terace dining will support an lurban, pedestrian-riendly environment along. the access drive. A glass canopy and porte- cochere (ie, covered entrance) will accommodate drop-off and valet services for guest vehicles and bicycles below-zrade, ‘The main entrance leading diecty to the gaming floor of Casino Area Il will be flanked by restaurants and the hotel lobby. feature bar and table gaming area will command the center ‘of Casino Area Il and will be the main focal point. The feature bar will have a direct visual ‘connection from the main entrance lobby to the south, and from the north escalators leading to the parking garage. [Access to a multi-purpose conference and entertainment space will be provided off the main entry lobby with a grand open stat and escalators. The tworstory pre-function lobby will, spatially connect function areas with the retail and gaming floor below. In addition, outdoor terraces atthe second level will ead toa greenhouse which will provide fresh produce for year- round ase inthe restaurants. Service access to Casino Arca Il willbe provided through a double~ bay loading dock and mechanical area northwest ofthe gaming flor. ‘A northem entrance to Casino Area Il will provide pedestrian access from a detached seven-story parking garage. In addition to the on-grade access, an enclosed pedestrian bridge from the garage wil lead to & mezzanine level connecting to the gaming level of Casino Atea IL with open stair and escalators. At ground level adjacent to the north entrance of Casino Are I, FL4 glass pavilion (“winter garden”) will connect with Casino Area I, creating a primary gathering ‘area; this will be the drop-off point for dedicated charter buses and shuttles from Logan Aieport and other major tourist o travel venues in Boston as well as from the MBTA Suffolk Downs Staton “The approximately 300-room, nine-story luxury hotel will feature breathtaking views of Boston and the Massachusetts Bay seacoast. On the second floor, guestrooms are being designed to complement the spa interior and provide a unique experience for hotel guests. On the all-suite penthouse level, large villas will anchor each end of the plan. The second hotel, which will be 12 Sories and have approximately 150 rooms, will similarly feature spectacular views. Guest rooms will also be designed to provide unique guest experiences “The Full Buld-Out Component includes the items shown on the Site Plan attached hereto at Exhibit A, including, without limitation, the following ‘Two distinct Gaming Areas providing approximately between 150,000 and 250,000 square feet of gaming space with between 4,000 and 6,600 gaming positions (consisting of an evolving combination of slot machines and table games) 1. A World Series of Poker room or rooms; 2, Two luxury hotels providing up toa maximum of 450 rooms; 3, Between 24,000 and 46,000 square fect of meeting and entertainment space; 4, Bars nightclubs, and between 10 and 17 zestaurans, including fine dining ‘concepts, casual dining and a local marketplace, all of which containing between 1,700 and 2,600 seats 5, Upto 30,000 square feet of retail space, including a spas, 6, Thoroughbred horse racing and simulcast wagering; 7. A seven-story parking garage with up to approximately 2,600 spaces, valet parking area for an additional upto approximately 460 cas, and up t0 Approximately 2,100 surface parking spaces; and 8. A central utility plan. PaEXHIBIT G Legal Description of Property. ‘A certain parcel of land situated inthe Cities of Boston and Revere, County of Suffolk Commonwealth of Massachusetts, commonly known as Suffolk Downs, shown on a plan entitled Plan of Land in Boston and Revere” prepared by Rizzo Associates dated December 10, 1996, revised January 23, 1997 and recorded with Suffolk County Registry of Deeds in Book 21541, Page 247, ‘The above-described parcel includes the following Registered Land, more particularly described in Certificate of Title No. 112122: A certain parcel of land situated in that part of Boston, called East Boston in the County ‘of Suffolk and Commonwealth of Massachusets, situated on Waldemar Avenue. Said Tand is shown as Lots One (1) through Twenty-One (21) as shown on plan drawn by B.C. & 1, Gallo, Civil Engineers, dated June 4, 1951, and September 18, 1953, as modified land approved by the Court filed inthe Land Registration Office as Plan No. 23113-A, a ‘copy of a portion of which i filed with Certificate of Title No. $7352, Excepting therefiom so much ofthe land shown as Parcels A-1(1) and A-1(2) on a Pan entitled “Plan of Land in Revere Massachusetts (Sutolk County)” dated November 25, 20 last revised February 26, 2003, dawn by BSC Group and recorded with Suffolk County Registry ‘of Deeds in Book 31003, Page 26, which parcels were conveyed to Revere Diner Realty LLC by Deed dated March 21, 2003 and recorded in Book 31003, Page 26. Also, excepting thereftom so much of the land shown as Parcels C-4(1) and C-4(2)Z) on ‘plan entitled “Plan of Land in Revere, Massachusests (Suffolk County)” by BSC Group, dated Match 30, 2005 and recorded with Suffolk County Registry of Deeds in Book 2005, Page 395, which parcels were conveyed to the City of Revere by deed dated October 4, 2005 and recorded in Book 38463, Page 300EXHIBIT ‘Sustainability Provisions 1. Notwithstanding the requirements in the Act, (a) the Project, which shall mean ‘each component thereof, shall e constructed to achieve and the Developer shall obtain LEED Gold for New Construction certification under the applicable LEED standard (“LEED Standards”) within nine (9) months after the completion of construction of each component of the Project, and (b) within eighteen (18) months after the Early Opening Operations ‘Commencement Date for the Early Operations Component and within eighteen (18) months after the Full Build-Out Operations Commencement Date forthe Full Buld-Out Component, the Developer shall go through the process and obtain LEED Gold for Existing Buildings ‘cerifcation using the LEED Standards for each component ofthe Project in the Early ‘Operations Component and Full Build-Out Component, respectively, After receipt of th ‘ettfcation, the Project or applicable component thereof shall be subject to review and recertification for LEED Gold for Existing Buildings, pursuant to the LEED standards and procedures then in effet. ial 2. The Developer agrees that not more than forty percent (40%) ofthe total square footage ofthe Property wil be either impervious area or pervious areas used for parking or vehicle ways or drives. This will result in the adition of approximately sixteen (16) acres of ‘open space at the Property as well asa reduction of approximately twelve (12) actes of {impervious pavement that currently exists atthe Property. The increase in open space and pervious surfaces and decrease in impervious surfaces is expected to restore the Property's ‘marsh-like eeology, increase infiltration and provide a natural barier during storm events. 3. The Developer shall ensure compliance by itself, its Authorized Representatives and its customers and invites ofthe Massachusetts statutory provisions regarding engine idling contained in M.G.L. e.90, § 16A. la the event thatthe City determines, in is sole diseretion, 0 enforce tis provision, the Parties will discuss the means of implementing such enforcement including any requisite reimbursement to the City forall ofthe City’s costs of enforcement. 4. The Developer will use best efforts to obtain as much food consumed atthe Property (including, without limitation, prepared foods, raw products and finish products) from local producers, suppliers and distributors, meaning food products from vendors within the ‘Commonvvealth with particular emphasis on those producers, suppliers and distributors within the City 5, Inorder to protect the community, during the design andl operation ofthe Projet, the Developer will address sea level rise and storm surges in accordance with all applicable Governmental Requirements ofthe Massachusetts Executive Office of Energy and Environmental Affairs (including, without limitation, its Climate Change Adaption Report, as the same may be supplemented and amended), the BRA, the City’s Conservation Commission and other applicable Governmental Authorities. At a minimum, the Developer will develop a lanulseape and topography that responds to rise in sea level by clevating buildings, critical ‘mechanical and eletrcal equipment, roadways and access points to ereate a safe haven forthe ‘community6. The Project will promote a diverse ypology of open space that ranges from active pedestrian plazas to passive ecological parks offering a variety of amenities for public use and enjoyment. 7. The Project will connect neighborhoods and ecosystems by connecting the neighborhood and visitors to the Project and its surroundings through a network of pedestrian walkways, bikeways, parks and open spaces located on the Property that are accessible twenty four (24) hours per day. The design aims to promote pedestrian circulation and ereate a unique arrival sequence and visitor experience that embraces the mars-like setting ofthe Property and a laaxlseape for the Project which is outwardly focused, 8. The Project will develop an innovative green infrastructure and pursue sustainable systems by using the landseape to purify storm water, improving the quality ofthe existing soils, providing opportunities for environmental education and ereating a cherished and elegant landscape. 9, ‘The Project will include a landscape that utilizes, to the greatest extent possible, native plant material and also is low in maintenance and irrigation needs. 10, ‘The Project will reduce urban heat islands by, among other things, ineluding a series of planted bio swales along the parking bays to collet stormwater along with shaded ‘walkways that provide connections to public spaces and buildings. In addition, all surface parking los constructed by the Developer shall be constructed in a manner consistent with the ‘uture installation of solar array. 11. The roof ofthe new Casino builing will fextuce an approximately ive thousand (5,000) square foot greenhouse filled with a hydroponic planting system. This system will produce fresh vegetables and fruits year round forall the restaurants in the Project thereby Timiting delivery trucks on area roadways, 12, The Developer will use best efforts to utilize a balanced cut and fil sol strategy across the Property. Parking areas will be organized and graded so tha they may be used as sites for future development, and the landseape on the Property will connect withthe overall East Boston Greenway system, 13. The Project will include strategies for water conservation to capture rainwater ‘from the building roofs for rewse, incorporating low flow fixtures technologies and selecting guorse tm na event shall 1 quorus be fever chan four the Conntaston, (5) vastas Every vote of the Coostasion shall, requiee an afftrsusive vate of fever than four (4) aesbers of the Coastaston. SEETIGN FIVE: Procedures Actions of dates nactons under Seecton Seven, ELghE oF Mine herein shalt be taken or made Un sceordanee vith the Fotloving datatstzacive precede! ) Wesetaes ane Morice A pacer subseee the jurtadterion aad ree nda paver of 1 Cooutsston shall de nestled to a hearing and shsl AasAN ORDINANCE, hese ‘The Ceenission sMALL Keep ceeords c€ Les aeecings and shalt record ne Leas chan the Gollevisg: che nd place of the a sans she tepte(s) Atscunsed 4€ che ceectngs secbers In actendince 2: ny vases eaken: and wey dtzetasue aenbers of confilees of ineareat. The Chatezerse: er Ns or her designee shalt stlneain such recerd: ms gook snd Legtbte cendict The eagards shee be available for inapeceton by any cember-of the public Gpen reazonable rorten, SECTION stx, seandacds for Cena} Lance The Coonissin ahill use he Foscon Be ence Conateucetes Tploysene Seandards co sontter coapliance of Covered Project Leh thks ordinance, A Covered Project shall be deened 10 be In compliance if (1) she seattardeat sonttertng dntt a6 che dace, 44 see forth La'Seccton Seven erest shows conpltance vith Ene Eaploysent scandardst or (2) Lf eke Conitssten decersines ess Eeeoces have been sade co comply wich che poscen RealesAw ORDINANCE, co ruction faploysent Scaneards, SECTION SEVEN) seterasarcton of onsttance The Consission shall athe deteratnactons a4 co, csaptasce by devete conerscuors of Covered Pre} son Resident Construction Eepleyeunt Standards a¢ cise incervals a4 set out Uh one of che Falleving two sshedules, ‘iichaver allevs for sere frequent deterataattons: (1) en the Covered Project La 18, $0, 75 and a cosplate, oF, CA) vary three sanths fran che dace af consanen ‘Percent coaples shal be sured by whe percencete of he otal vorker hours expected £0 be varked on the projects aston shalt sonliar thas percencage and shalt Unetst tein tee cortng eeperts. BT: eneabiiainene of Exersu fund An escrow fund shait Se eaabLished for each prefeee Wht wun 1 4 Covered Project, as deftned In Seettan herein Pay nce the enctow fund shalt Javeloper hen che develoger secures pecoanene fiaunetar OF A26an onDINANCE, the Covered Projects The developer shall pay nee the ererov fund an atoune eguel {2 one-tenth of te percent (10) of she coral conteruetion cost of the prefect u4 sented ta the ‘utiding perste application for the C2 peaviees hovaver, that Uf either ene devatopee or concrzezor. has been subject to 2 deteraination of sanconpllance ac sore chan ceo decerstnacion dat ln any peor covered Project tm whlch the have partictpated (nthe preceeding (veneysaur zones, che Project all be cvoccanths of one percent (11) ef such conseruector ceeat, The developer shalt depose these funds vith an eseroy gene agreed upon by che parcles pors aareenene sa vAlch the Coaoisalon, cae avarding oF eenerzect: gency and che devel who shall Rold snd fur for ae p ous of sactaeying any acerued fines levied 0 relation to 4 ptajeets J tayonte taco the account, shall deduct a1 fines oben have sceeued agxiore © fund co thae 2ate, There shall be a attten eseray s8r0 detailing che terax under ohieh che eserow funds af@ held: AgrAN ORDINANCE, Such agreenens shall provide, #¢ 2 minisun, (DIE iny dented fo payzene fron the aserou tecount Meh Is made upen the eseray agent by the avieding oF contracting tutherity MLL be made | uetelng and stati be tee panied by 4 vette enson for such denand, including any factual Cindtngs The desand shall Careter aserver escrow atent tint he/she La te cake ne setion on che ar Lease fervyrelahe (12) Rours after receipts A copy of the che’ ederev airtesents LE any, aderued by the fund, shall rennin Gn an becene + pare of the everew fund unctt such tine as ¢ cond shalt be cates vinen at necessary petatss for che use of the buliding save been Lasued Co the developers tnetudteg 20! not Linked to an seeupaney perate and 4 Cinding of coapttan: yas fade by the Cozeisston, all sonkes ta che enerey inetudiog any seerued [acereat, shalt be released and recicts SECTION NIVE: Sanct The Consiiion shatt bave ee authority ce saceesend ©a AN ORDINANCE svarding oF cencraccing Ateney UMA sanctions atninae che devetopors and contractors of Cavered Projects Isponed Gor con Renidencs Construction faplerzene Standards and/or for non-eaaptlanee vith see Taree (ANCA of tha ordinance, The Conatsston shalt reesesend Saposteian of any of all t8t4 of the Cottoving saneetons? GQ) lest ssa sisua of chree hundred dollars 12} far each violation 24 decerained by che Lon when such develo; oe concur vis not in coapltance, a4 deflned in Section Slx, sch day of onveaapliance co be considered a8 8 teparace violation, Co be Levied sine che enero fund as exeabiis by Section augne herein, provided enue fines say sctlt be Levied and will set be due 46 whe escrow accovne a exhauseed: (2) Prectusions Grom the avaed af suntetpud ceneraces and coupetitions fo public developnene etabes GF ectad of up co chrae (3) years, provided thee this sanction ay only de cncesaeeded at te A29AN ORDINANCE splecton of che Covered Projects oF (3) Sanctions a4 aucherized by che Jobe ordiaanee or Incarporsead tn contracts. the recoasendae of sanctions under tha section stall net preciude and anal be tn sd@teson co any aeties utherized by contrace of agressent of ethervise suthertsed Oy uw. saecutive Olrector of the Cozslssion, provided, hoverer, chat sald Director shalt be vholly compensaced for Ma/her dts ya che budget 36 04S. SECTION SLEVIN: ConeLlexs of tnterese ber shai appear befor che Contaaten or represent any person, fea, corporacion oF other anther Le any canter ete lssione Masbers shabl not paccictzase tn a Glacusslon of 2 deetston J che Canniaaton on 197 38 In vhleh chey are direcety of inékreecty Lacereaced In + petsonal oe 4 financtal sense, Any ttsedebure of conétctaN onOWANCE, shalt be entered ate the fecords of the Cos SECTION TWELVE: _Severabittey ‘The provisions of this ordinance are se rable, and 36 provision shall be held Invalid or one eteuttenal by 2 decision of any court of cospetent jertsdletton sch Unvsttc shalt net tapsir, of otherulse affect, eny other provisions this ordinance. SECTION THIRTEEN: cefecetve oate This ordinance shall cake effect 30 days after entectes LL heeExhibit B a Boston Re on Emplovment Plan Projected Work Force Form rap EMPLOYMENT PLAN QUARTERLY WORK FORCE PROJECTION TABLE freonecr: is CONTRACTOR: ADRES a | contact: [mons wun: ae [QUARTER STARE OATE ‘QUARTER END DATE oT FRADE Free me fe [a ESD ENFLOVES eNom Bicovess —|— ea ERATE EMPLOYEES FRADE ib i TOTAL ERLE EIDE EMPLOYERS - ‘NOR SHPLDYEES FERALE PLGVFC RADE TOTAL HALOS EDEN EMPLOYERS i 4 TWaRORFTY EMPLOYEES MALE EMPLOYEES (COMPANY OFFICIALS SIGNATURE: eve gir, 205 BLae © Boston Residents Construction Employment Plan dency Verification Form BOSTON RESIDENT VERIFICATION KORM ‘roe mtb cnoidal aon reset pln and oct REQUSSPGR rn Bat ea npr whe wren ie check if reporting an adres change. C1 Date moved: __ = coe Appts ONaien Stab aa (ON He Ter rey st under eps an eae of erry ha he apig eration a, Sine ofBapoyee: Divers Loe ure) avhes ation Cs eet) ‘yt BU st ene ta 6 its) Signe of Comes ese, 208 cl[RACE AND BTHINIC STANDARDS CAUCASIAN: A reror avng gin myo vg pope of Bop, Noth AB, oF Be Made Ea ‘BLACK: A person bivng signa of te ck ai gro Aen [ MISRANIC: A peson of Mexicin, Pst Rien, Cuba, Cet or Sih Anarene Sy we ctl xg. (This ntegey is ot ince people of Buoyant Ab nay.) |) ASIANLOR PACTINC ISLANDERS: pers avg ign in any of he Fil peopl of he Hee ee Edsel Sica ore Pai ld Tis we os "Sa, Kore, Pilippne sas, Sion, Pais, Bex Lenk, Nepal, ere (0) NATIVE AMERICAN OR ALASKAN ATIVE: A pes ving riba ay of eon eee eer ett nha osname esate Group ba olan or ‘Sonny recap. (0) CARE-VERDEAN: A person tvig sins ay f origin pple he Cage Verde hae NOTE: fi tien wl nace (1) fe 86 rns aig romlnted ly he Fae Oi of Manages and age [AREAS THAT COMPRISE THE CITY OF HOSTON ae gh wv? See Sy Hauebe = Mops : sate v Sutton 1 {need ‘West Roxbury (ere eae /BRJP OFFICE - TRADECODE DESCRIPTION ASBESTOS WORKER ASPHALT RAKER BLASTER BRICKLAYER. CARPENTER CARPET LAYERS (CEMENT FINISHER (CEMENT LABORER CURBSETTERIPAVER rite ELECTRICIAN ELEVATOR CONSTR. HELPER. ELEVATOR CONSTRUCTOR [EQUIPMENT OPERATOR. FLOOR COVERER ‘GROUNDMAN Hvac INSTALLERIAPT WIRER, INSULATOR. IRON WORKER LasoRER UNeMAN MARBLE TILE WORKER Mason WASON TENDER METAL REFINSHER, MLLWRIGHT WER PAINTER PILEDRIVER PIPE ITTER. PIPELAYER: PITcHWORKER PLASTERER PLUMBER PUMPMAN ROOFER SSANDBLASTER SHEETMETAL WORKER SPLICER ‘SPRINKLER FITTER TAPER TERRAZZO WORKER ‘TREE SURGEON WATERPROOFER WELDER “WRECKER {he’atie constuction onto your prefect csExhibieD 0 Boston Residents Construction Employment Plan ly Utilization Report Form of Wiexec ee _ SSS clue ieeeExhibit 2 ton Residents Construction Empl Plan Form of N Residents Construction Employment Standards APPLICANT DISPOSITION FORM PATE, | PROJECT NAME: [APPLICANT THLNO: [POSITION APPLIED FOR: TD NONUMON CIUNIONFLEASE SPECIFY) ) List ALL TRADES EXPERIENCED IN: | RECRUTTMENT SOURCE (PLEASE SPECIFY: RESULTS: ED orien — REASON REFERRED TO UNION: RESULT: RBPERRED TOSUBCONTRACTOR _HIRED _NOT HIRED REASON NOT HIRED: ‘AULMRPERRALS REQUIRE APOLLO'S FHONE CALL FITILR TO THRLOCAL A RTE EEMInENTS 100 POLLEY OFHICE ANION SUBCONTRACTOR 70 (WHOM TE REVEIICAL WAS NADETO: ‘CONTACT PERSON: FOLLOW-UP RSSULIS BLWORK FORCE REQUEST DOCUMENTATION PROSECT: eee: ieee roma Tease [pmoary [sae eas ne Sa be oH ges al ade yor aaa epee, Prema hc ent ve our a ow rg wi os res atic oe Sree Neue pn Bosman ots eapc a-XHIBIT 1-3 BOSTON RESIDENTS EMPLOYMENT AGREEMENT Suffolk Downs Resort Casino Project 525 William F, McClellan Highway, East Boston, Massachusetts ‘This Boston Residents Employment Agreement (“Agreement”) is made as of the __day of __, 2013, hy and between the Office of Jobs and Community Services (*ICS' vision of the Economic Development Industrial Corporation (“EDIC”) and —————— td having an address clo Suffolk Sterling Racecourse, LLC, $25 William F. McClellan Highway, East Boston, Massachusetts 02128 (the “Developer”, The Developer isthe developer of a project known as the Suffolk Downs Resort Casino Project (the “Development”). The Developer is a party to @ Cooperation Agreement, & Development pac Projet Pat Ayrecnl, « Bun Residents Constuetion Employment Plan Agreement, and Transportation Access Plan Agrooment (collectively, the “Development Agreements") The Development has been reviewed by the Boston Redevelopment Authority (the “BRA”) in accordance with Article 8B of the Boston Zoning Code and an Adequacy Detemnination under said Article 80 has been issued. [TO BE ADDED TO EXTENT DEVELOPMENT APPROVED AS A 121A PROJECT; The Development has aso been the subject of an approval by the BRA as project approved under Chapter 121A of the General Laws of the Commonwealth of Massachusetts and Chapter 652 of the Acts of 1960, ‘each as amended (“Chapter 121A"), The Development will be operated by Caesars Massachusetts Management Company, LLC, or its filites, who will manage and/or operate the Development (“Operator”).Pursuant to dhe Host Community Agreement dated as of __, 2013 byand between the City of Boston, « municipal corporation, and the Developer (he “HCA"), the Developer has agreed to formulate and submit to JCS a voluntary employment opportunity ple, the purpose of whic is o detail the Developer's good faith efforts on its own behalf and its good {sith efor to encourage Operator to ill with, or make availble to, Boston residents with certain employment opportunites erated in four thousand (4,000) permanent jobs tobe ereted at the Development, Working in cooperation with JCS snd the Boston Employment Commission BEC” tte Developer, by agrecing to the provisions set frth herein and by signing this Agreement, has formulated such a plan, and has agred to encourage Operator and other cccupants ofthe Projet to pursue the plan atthe Development. The Employment Opportunity Plan (the “Plan”) set forth inthis Agreement focuses upon steps which the Developer ean take on is ovn behalf and is good fit efforts to encourage ‘Operator to hire Boston residents for new jab openings. The following paragraphs set forth the Plan Undertakings by Developer A. With respoct tall jobs created atthe Development, the Developer will encourage ‘Operator, other occupants of the Development, 1nd the successor o assign of such Development, to notify at least one of Boston's One-Stop Career Centers when such Development is being filled ‘ith jobs prior fo announcing or advertising the availabilty of any employment position B, With respect to all jobs erated atthe Development, the Developer will, or wll ‘encourage Operator, other occupants ofthe Development and successor or asign of Operator or any such other occupants of the Development, to utilize at least one of Boston's One-Stop Career Center as one of its recruiting methods for available employment opportunities.‘The Developer shall provide to Operator, and any other occupants of the Development, the information regarding resources available through one of Boston's One-Stop Career Center, the City of Boston Neighborhood Jobs Trust and JCS, which information is tached to this Agreement as Exhibit A D. The Developer shall impose a local hiring program for permanent jobs atthe evelopment that will include the following components: 1. Host and maintain a central job bank website (in English and Spanish) as a ‘miero-ste within the larger Development website 2, The Developer will provide City residents with advance notice of hiring sctvities by publishing announcements in local newspapers approximately four (4) to cight (8) consecutive weeks prior to initial hiring. 3. Residents of Boston together with residents of host and surrounding ‘communities (as defined in the Act) will be given frst priority to apply for jobs uring a specified “advance period,” such advance period to be established jointly bby the Developer and the Gaming Accountability Office ofthe City of Boston. 4. Wiriten flyer in English and Spanish will be distributed to local community-based orgaizations in Eas Boston to fm people about local advance petiod hiring and the Developer shal use best efforts to otherwise notify residents inthe low income neighborhoods in East Boston proximate tothe Development of potential job opportunites.E, The Developer will donate a minimum of twenty-five (25) computers to be placed insteat je areas in East Boston neighborhoods (eg. local libraries or community centers) as, ‘well as install and maintain a minimum of two (2) computers on-site to ensure that residents ‘without computers ean research and apply online for jobs atthe Development F, During the Term of this Agreement, the Developer will hold job fairs atthe Development to make City residents aware of job opportunities available a the Development. G, The Developer will utlize best efforts to use the existing labor force in the ‘Commonwealth, and in particular the existing labor foee in the City, when hiring for new jobs, as required by M.GLL. e. 23K, Section 18(17) H. The Developer will make best efforts to ensure that fifty percent (50%) of permanent employees atthe Development are City residents, of which a substantial percentage sould be trom the ast Hoston community, al as more particularly set forth inthe HCA. 1. In furtherance of pectic goals forthe utilization of minorities, women and ‘veterans permanent obs, the Devcloper sal send to cack labor union or representative of ‘workers with which the Developer ha a collective bargaining agreement or other contractor understanding, a notice advising the labor unin or workers representative ofthe Developer commitments J. During the term of this Agreement, the Developer shall use best efforts to work with the City's Publie Schools Department to establish school-to-work programs for hospitality {jobs atthe City's vocational or public high schools.K. During the term ofthis Agreement, the Developer shall support the efforts of, and actively engage with, the Commission and community colleges to develop the Massachusetts ‘Community College Workforce Training Insitute and Massachusetts Casino Careers Training Institute at community colleges in the Commonwealth Luring the term ofthis Agreement, upon request by the Gaming Accountability Office, the Developer shall provide the Gaming Accountability Office with information regarding its contacts with organized labor, including hospitality services, the number of ‘employees employed a the gaming establishment, including detailed information onthe pay rate and benefits for employees and contractors and the Developers plans to ensure labor harmony uring al phases ofthe construction, reconstruction, renovation, development and operation of ‘the gaming establishment ‘M. After the Early Opening Operations Commencement Date (as defined in the HA) through the remainder of the term ofthis Agreement, the Developer shall establish a program or partnership to provide offsite child day-care in accordance with Section 18(9) ofthe Act N. The Developer shall implement a training and development program for permanent jobs at the Project that will include the following components: {Provide opportunities for team members to pursue personal and professional growth, to enjoy satisfying careers, to participate in training and development programs and to celebrate succes including rewards and recognition for superior performance against measurable goals.Provide new employees with leaning programs such asthe “Empire Series.” The Enypire Series is Operator's best-in-class and award winning learing program for all new cmployees. This program olfrs a lively and engaging environment tha uses eutting- «ge technology. In adition to such lemming program, the Developer shall provide specialized training courses customized to meet employee learning needs If'aposition requires serving alcoholic beverages, authorizing complimentary alcoholic beverages, or managing a food and beverage operation, that employee must obtain an alcohol awareness certification card, All table games employees, valet attendants, limo divers and security team members must also possess this certification, Provide an educational assistance program that reimburses employees ety percent (00%) of tuition costs up to mum of $3,000 per year for pre-approved undergraduate classes or up to a maximum of $4,000 per year for pre-approved graduate study at an accredited college or university Provide regulatory and compliance training such as Skilsof, which is Operator's online learning platform used to deliver all regulatory and compliance training in addition to ‘numerous professional development courses. Implement the Caesars Code of Commitment, which includes a commitment to all employees to tet them with respect and provide satistying carer opportunities to invest in employees by providing excelent pay and valuable benefits, including halla insurance and retiement plan, and to share financial sucess trough bonuses for frontline employees, to encourage professional and personal growth though tton reimbursement, on-the-job training, career development, and promotion from within, toactively seek and respond to employee opinions on all aspects of their jobs, from the quality of their supervisors tothe quality of the casinos, and to value employees from. ‘every possible background, and who approach issues and problems from different perspectives. ©. Consistent withthe corporate policy ofthe Developer to provide equal ‘opportunity forall applicants end employees, the Developer will nat discrimiateon the basis of race, colo, religion, sex, national origin, ag, disability, sexual orientation, ender identity or expression, or veteran status, This policy applies to all areas of employment including recruitment, hiring, traning, promotion, compensation, benefits, transfers and socal and recreational programs. The Developer will provide Developers workforce development plan, ‘which pursuant to M.G.L.¢.23K, Section 18, will provide equal employment opportunities to all ‘employees, including persons with disabilities, P._Inaddition, asin part as itis fulfillment of a condition ofthe HCA, [to the extent that 121A approvals are obtained] in consideration ofits obtaining stabilization of e ing tax payments through the execution of a contract pursuant to Section 6A of Chapter 121A, Which benefits both Operator and the Developer, und being a party of the Development Agreements noted above, the Developer or Operator, asthe case may be, will meet with the Director of JCS, or her designoe, to review resources and information regarding the Plan; such ‘meeting shall be scheduled any time after the execution of this Plan and in any event, prior to the ‘issuance of any certificate of occupancy forthe Development. I. Continuing Joint Efforts 137Recognizing tha this Plan is entered into voluntarily by the Developer and JCS, asa commitment tothe economic health ofthe City and its residents, in particular the residents of East Boston, the execution ofthis Agreement subscribing to the foregoing Plan by the Developer is hereby recognized by the ICS to satisfy cach and every obligation ofthe Developer under the HCA, the Development Agreements, [the 1214 approvals) and under Article 80 to formulate such aPlan The foregoing Plan is hereby approved by 1CS. The Developer hereby agrees to fulfill ll ofthe undertakings and responsibilities imposed upon a Developer by the Pan from the date hereof and including [a date which is fifteen (15) years after the effective date]. This Agreement shall be binding upon, and inure tothe benefit of, the successor ‘owner ofthe DevelopmentEXECUTED the date first above writen. [DEVELOPER] By: By: ‘Name: Title [OPERATOR] By: ee Name: Tite OFFICE OF JOBS AND COMMUNITY SERVICES, a Division of EDIC ————— ‘Name: Title: DirectorEXHIBIT A, ‘TO BOSTON RESIDENTS EMPLOYMENT AGREEMENT Leual DescriptionEXHIBIT B. TO BOSTON RESIDENTS EMPLOYMENT AGREEMENT (One Stop Career Center Services BIEXHIBITS DRAFT Construction Management Plan ‘This draft Construction Management Plan (CMP) addresses construction sequencing, staging plans, material dliveres, and specific mitigation measures intended 10 avoid and minimize impacts from the Project. As Project design progresses, protection ‘measures will be added and modified as appropriate. A CMP will be submitted to the Boston Transportation Department for approval prior to commencement of construction and the Developer's general contractor willbe bound by tke operational parameters described herein For on-site construction, the Developer and construction team will coordinate (CMPs with the cities of Boston and Revere and applicable state agencies and authorities, 4 appropriate. Construction Methodol Tis section describes the construction schedule and the methods that wll be used for staging, site acess, public safety, and erosion and sediment contro. 11 Construction Activity Schedule Project construction is expected to take up to 60 months. Weekend, extended hours and 2/3 shift activities will requite an off-hours permit jointly issued by the Inspectional Services Department and Boston Transportation Department (BID), and will be performed in a manner that will minimize impacts as may be necessary to meet permitting restrictions, The general contractor will also need to perform some activities, such as materials unloading, during off hours; deliveries of large constuction equipment (4, cranes, excavation equipment) will be scheduled to avoid and/or minimize impacts to vehicular, pedestrian traffic and noise generated from the site. Within the site, activities such as excavation, pile driving, and steel erection will also be prohibited during these hours. Every two weeks, the contractor will publish sn updated schedule of upcoming work and will disseminate the schedule to affected parties in Local neighborhoods. In addition, the general contractor will publish monthly schedule updates describing progress as well as projected activity forthe next month. This information ‘ill be available on a Project website which will allow neighbors real-time access to the ‘most up-to-date construction information, ua1.2 Construetion Staging and Truck Detiveries “The proposed staging plan is designed to isolate construction activites while providing safe acess for pedestrians and automobiles during normal daily activities as well as emergencies. All adjacent streets will remain open tothe public during construction. Construction storage and staging will remain within the fenced construction fence enclosure. This bourdary will be enclosed with a six-foot-high chain link fence with privacy sereening. Plans illustrating construction phasing and staging on the Project site will be provided to and subject to review and approval by BTD prior to the ‘commencement of any Work on the Property. Al construction delivery trucks will enter the site from Route 1A at Tomaselo Drive, nd will not be allowed to park or idle on neighborhood streets. Major deliveries such as steel or large pieces of mechanical equipment will be staged on-site. Specific language regarding staging locations and the prohibition of staging materials in neighborhood streets will be called out in all subcontracts. While its not anticipated that any off-site staging or marshalling areas will e used, the locations of any and all staging and ‘marshalling areas will be forwarded tothe BTD and the City of Revere for review and approval, Truck wheel wash stations willbe located and used at all site exits to ensure that soil materials are not tracked onto roadways from the site. During all site work activities, construction laborers will maintain adjacent strets and sidewalks to prevent secumulation of drt and dust. Mechanical ewesping, and at the City’s sole discretion, ‘vacuum sweeping, willbe used continuously duting the excavation, foundation, and site work phases of the project to maintain adjacent roadways, 1.3. Perimeter Protection and Public Safety Proper signage will direct pedestrians, vehicles and bicyclists safely around the site and construction activities. ‘The general contractor will work to minimize impacts to both pedestrian, bicycle and vehicular flow. Specific configurations of staging and pedestrian acoess around the site will vary depending on the phase of work being performed (sce attached construction phasing plans). These configurations will ensure safe egress to and from the existing raceirack faites during operation. As pedestrian, bicycle and vehicular access changes “withthe progression of construction, all changes will be submitted to BTD and the City ‘of Revere for their review and approval prior fo implementation. Fire department access 1s well as access to the fie hose connection will be continuously maintained at all times as shown in the attached construction phasing plans 2In genera, socured fencing wil isolate construction areas from pedestrian traffic within the site Police details willbe provided as needed to facilitate traffic flow both on and off the project ste, In addition, sidewalk areas and walkways near construction activities will be protected, well marked, and lighted to ensure pedestrian safety. The general contractor will provide sufficient temporary site lighting to ensure the safety ofall pedestrians accessing the site until permanent stres lighting is installed. Construction safety procedures will be designed to mect all OSHA safety standards for specific site ‘construction activities. All subcontractors will be required to wear appropriate personal protective equipment, and each subcontractor will implement and manage its own Safety and Health Program far the project. These programs will be reviewed by the general contractors field stalT and safety department, which ill also monitor compliance, This program will ensure ‘that subcontractors’ employees, subcontractors, and suppliers, regardless of tier, know and understand the complete safety and health requirements ofthe project. SSnovr removal and je treatment will occur in a timely manner and will be provided on ‘the surrounding Cty sidewalks. Trash removal and debris cleanup will be performed on ‘2 continuous basis throughout the entire construction process. Construction-period way finding and directional signage will be provided and updated as necessary during, ‘construction. 14 Erosion Control, Dewatering and Mitigation ‘The Developer will prepare a Stormwater Pollution Prevention Plan (SWPPP) and submit ‘Notice of Intent to the U.S. EPA for coverage under EPA's NPDES Construction General Permit (CGP). The SWPPP will detail methods for preventing sol erosion and pollution of downstream receiving waters due to stormwater runoff from construction zones, and will bea “living” document to be revised as construction phasing dictates. ‘The SWPPP will include both structural and non-structural BMPS to be used during construction, and will require site inspections in aecondance with the CGP during all periods when ground surfaces remain un-stailized. Locations for materials stockpiles, ‘construction staging, construction trailers, and equipment storage willbe identitied, CConstructon-period erosion and sediment controls will include the non-structural and structural BMPs described below. TIhese controls will be designed, installed, and ‘maintained in accordance with the SWPPP as well a the following documents: "Storm Water Management for Construction Activities, Developing Pollution Prevention Plans and Best Management Practices” (EPA 832-R92-008, Sept 1992y, 13"Storm Water Management for Construction Activities, Developing Pollution Prevention Plans and Best Management Practices ~ Summary Guidance" (EPA 833.R92-001, Oxt, 1992); “Massachusetts Stormwater Management Policy Handbook (Volume 1) nd Technical Handbook (Volume Il) issued by the Massachusetts Department of Environmental Protection, March 1997; and Massachusetts Erosion and Sediment Control Guidelines for Urban and Suburban Areas, A Guide for Planners, Designers and Municipal Officials, March 1997, ‘Stormwater management for the post-construction, operational phase of the Resort is described in Section 9.3.2. ‘Non-Structural Controls ‘One ofthe most important methods of preventing sil erosion and sedimentation associated with stormwater runoff isto minimize the amount and duration of non- ‘stabilized surfaces. Maintaining an efficient construction sequence that minimizes the sizeof disturbed areas reduces the exposure of non-stabilized surfaces to the erosive effects of stormwater. As with the SWPPP, the CMP will require contractors to minimize areas of disturbance. The thoughtful sting of storage and stockpile areas away from downstream receptors will also help prevent sedimentation from stormwater runoff, ‘On-site storage of hazardous materials or toxic chemicals will be limited to what is absolutely necessary. Where necessary, these materials will be stored off the ground and in enclosed or covered structures to prevent contact with stormwater tunofT Daily street sweeping (or more frequent stret sweeping as needed) of construction areas and surrounding streets and sidewalks will be required throughout constrution to control fugitive dust emissions and to remove sediments tracked off site where they could ‘otherwise by washed into surface waters, wetland resource areas or the municipal stormwater management system, on a schedule approved by BTD. Permanent stabilization of exposed surfaces will be required within seven days of the completion of | work in any given area. In instances when it may not possible to permanently stabilize exposed soils within seven days of work completion, or when soils will be exposed for 14 days or longer without work occuring, temporary stabilization of surfaces will be required. This temporary stabilization will be achieved by sooding with quickly germinating grasses or the use of erosion control blankets, ‘Structural Practices In addition t the non-structural controls discussed above, many construction-period structural BMPs will be required to prevent pollution ftom stormwater runoff: 14Appropriate perimeter controls such as silt socks, straw wattes, and compost berms will be installed to filler and slow stormwater runoff as it leaves the construction site. To prevent the import of invasive species and weed seeds, hay bales will not be use for cxosion and sedimentation control inthe Projet. In accordance with the SWPPP, these perimeter controls will be inspected every seven days. Sediment build-up behind perimeter controls wll be removed when it reaches one-half the height of the conto, and controls willbe repaired or replaced as needed. ‘To prevent the tracking of sediments beyond the construction sit, stabilized construction exits of crushed stone will be installed. ll construction traffic willbe directed over these exits when leaving the site to remove soils trom vehicle tires. Construction exits will be inspected weekly in accordance with the SWPPP, and will be repaired or replaced as necessary when sediment builds up on the surface or crushed stone is displaced, [Approprately-sized eonerete tuck wash-out basins will be installed in locations to prevent contact with stormwater runoff. These basins wll be cleaned as needed, and ‘conerete materials wil be disposed of accordance with applicable local, state, and federal regulations, [New and existing inlets to stormwater management systems wil be protected against sediment inflow. Catch basins willbe fitted with filter inserts or will be surrounding by silt socks or other materials o filter incoming stormwater. The stormwater management systems will be constructed starting a the downstream end, and no flows will be directed to permanent stormwater BMPs prior to their completion and upstroam surface stabilization ‘Where larger site disturbances are necessary to accommodate particular construction activites, various measures will be implemented to prevent sediment-aden runoff from leaving the Project site. Where Iong, exposed slopes are required, temporary check dams will be constructed to reduce runoff velocities and promote less erosive sheet flow. ‘These check dams may be earthen berms, straw wattles, compost berms, or other appropriate systems of slowing runoff velocities and promoting sediment removal, Temporary sediment basins will be constructed where necessary to allow sediments to

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