ONION LAKE FIRST NATION
XXX 000 XXXXX XXXX, XXXX, X0X 0X0
PHONE (000) 000-0000
FAX (000) 000-0000
MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING made in duplicate this 27th day of October,
1999
BETWEEN
Viva Gaming & Resorts Inc. (hereafter referred to as "Viva") a body
corporate with head offices in Las Vegas NV.
AND
Chief Xxxxxxx Xxx, for and on behalf of the Onion Lake First Nation
(hereafter referred to as "Onion Lake")
TOGETHER
The "parties"
WHEREAS "Viva" is in the business of designing, developing, supplying,
financing, and managing gaming facilities in Canada,
AND WHEREAS "Onion Lake" wishes to develop a casino in the
Lloydminster, AB. area
NOW THEREFORE THIS DEED WITNESSETH THAT:
1. The parties do hereby enter into this Memorandum of Understanding
(hereinafter referred to in this and other documents as the M.O.U.)
To set forth their understandings and agreement relating to the
development of a gaming facility on Lands to be acquired by "Onion
Lake".
2. "Viva" undertakes to design, develop, and finance a plan for a
casino in such
location designated by "Onion Lake" and submit those plans for
approval. On approval being granted by "Onion Lake", "Viva"
undertakes to work with a designated construction company, to
construct the required building and support services. "Viva"
undertakes to arrange financing, equipment, and supplies to operate
the casino in accordance with the approved plans
3. After constructing and equipping the casino, "Viva" shall manage
the casino for a minimum period of five years, or such time as Viva
requires to receive a return on investment agreed to by the
"parties" in the Casino Management Contract. During that period of
time the management contract will provide that "Viva" will train
employees approved by "Onion Lake" to operate the casino during the
contract, and to manage and operate the casino after termination of
the management contract.
4. "Onion Lake agrees that it shall:
a. Approve the M.O.U. herein by resolution of the Onion Lake Band
Council, and provide such approval to "Viva";
b. Review such plans and other materials provided by "Viva" quickly
and efficiently. If such plans and other materials are not
acceptable, advise "Viva" in a brief time, and if necessary return
to "Viva" for amendment;
c. Enter into good faith negotiations with "Viva" exclusively for a
period of one year to settle the terms of a comprehensive agreement
(Casino Development Agreement) with "Viva" to carry out the
financing, planning, development and management of the casino. Such
agreement, once approved, shall attach to this M.O.U. as Addendum
One;
d. Enter into good faith negotiation with "Viva" to settle the terms
of a management agreement for the five year term to provide
management of the casino and training of the employees, such
management agreement shall be attached to the Casino Development
Agreement as an Addendum Two and shall be a condition to the
execution of the Casino Development Agreement.
e. Enter into a good faith negotiations with "Viva" to settle the
terms of any additional agreements relating to the casino, ie.,
lease agreements, equipment leasing, and a marketing agreement. Such
agreements shall be attached to the Casino Development Agreement
f. Approve all such agreements by appropriate Onion Lake Band
Council procedures.
5. "Viva" shall provide such assistance to "Onion Lake" as it may
require to seek
appropriate approvals to commence the planning process for
developing the casino.
6. "Viva" shall provide a business plan for "Onion lake" relating to
the casino development. Viva shall bear the cost of the business
plan provided the casino development proceeds in accordance with the
good faith provisions in the foregoing clauses.
7. The "parties" agree that any plans, designs, or other documents
prepared by "Viva" shall be confidential and shall not be disclosed
to any other party without the consent of "Viva" such plans,
designs, and other documents prepared by "Viva" shall be owned by
"Viva" until compensation is received therefor.
8. The "parties" recognize that the Province of Xxxxxxx xxx have
jurisdiction over some of the approvals required to construct and
operate a casino in Alberta. Neither "Viva" nor "Onion Lake" shall
be in default on any of the approvals required herein if such
approvals require the consent of the Province of Alberta and such
consent is denied.
IN WITNESS WHEREOF of the "parties" hereto have executed this
agreement on the date and year first above written.
VIVA GAMING & RESORTS Inc.
per /s/ Xxxxxx Xxxxx
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per /s/ Xxxxxx Xxx
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3753 Xxxxxx Xxxxxx Parkway
Suite 200
Las Vegas Nevada, 89109
ONION LAKE FIRST NATION
per /s/ Xxxxxxx Xxx
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Xxxxxxx Xxx
Xxx 000
Xxxxx Xxxx, XX
X0X 0X0
