ONE TROP, LLC Marvin Lipschultz

October 6, 2015

Jeff Lerud, P.E., CPM Senior Project Manager State of Department of Transportation 1263 S. Stewart St. Carson City, NV 89712

Re: One Trop, LLC 3111 W. Tropicana Ave. , NV APN#: 162-29-101-019

Dear Mr. Lerud:

Pursuant to our meeting with you and the engineers at the Hampton Inn we are making a formal response to the proposed I-15/Tropicana Intersection conceptual plans.

After reviewing your conceptual plans and overlaying the property lines, it shows our property is being reduced by over 30% in size. Moreover, we are losing a huge part of the south half. We are truly surprised why NDOT would not choose to contact us prior to starting any plans to get our input and find out what we have planned for the site.

Prior to any notification from NDOT we have entered into a long-term 60-year commercial land lease to develop the property. The property is zoned H-1, MUD-1, Gaming Overlay. In the past we have had an unlimited gaming license in place and with the new development, it is preliminary, but will have a high-rise, full service hotel//resort with unlimited gaming, race and sports book. In addition, and prior to any notice from NDOT we have entered into a long-term flag and management agreement.

NDOT’s proposed conceptual plans make it impossible to develop our property to its highest and best use, and if implemented would render the entire site useless.

Your conceptual design poses several problems to our development. Besides rendering the site useless, the plan cuts off our drive access to Dean Martin Drive, and instead of increasing, reduces the capacity of Dean Martin Drive and Tropicana interchange. Our development will significantly add to the local traffic in this area and must be addressed. Your proposed design does not work.

We have consulted with our architect and engineers and find there are several solutions that would work for both of us. We have attached our previously approved plans to

3111 W. Tropicana, Las Vegas, NV 89103 l8/86/2915 09:39 782-896-3792 REED COMMERCIAL PROP PAGE A2/A2

oNE TROP, LL,C Marvin Lipschrul&

show NDOT the impact of losing this development. We have also att,rched the appraisEtl and approved errtitlements.

Before NDOT proceeds further with the design, you may want to consiider the econorrnic impact to the taxpayers if we cannot build and develop our proJect to'he highest and best use. According to our legal counsel the amount is estimated at

We acknowledge the need to make improvements to this intersection arrd because ol' our deverlopment are in total support, with adjustnents and modificatirlns to allow our development to proceed. We are under a short timetable, our currenl development package has been ready to submit to Clark Gounty for design review, and building permits. Construction staft is scheduled for first quarter 2016. We heive put this on hotd and stand to lose con$idemble sums of money if we cannot find a swift resolution.

On behalf of the ownership of One Trop, LLC, its representatives Marvin Lipschultz and Paul Reed are available tcl discuss this matter in detail, and would lik+ to propose altemate designs that would work for both of us.

SincereV One Trop LLC (, I (

CC: Ghns Peterson, NDO'F James Caviola, CA Engineers

Attachments

- MAlAppraisal - Clark County Entitlements - One Trop Conceptual Plans and Elevations - Enrgineers Current Proposa! of Land by NDOT

3111 W' Tropicana, Las Vegas, NV 89103 3/2/05BCC AGENDA SHEET

, RESORT CONDOMINIUM YROPICANA AVEIINDUSTRIAL RD (TITLE 30)

PUBLIC HEARING APP. NUMBERIOWNERIDESCRIPTION OF RE,QUEST UC-0121-05- GOLD RUSH CASINO 8. HOTEL. LLC

USE for the f~llowing:I) a 560 room re,sort hotel; 2) increase the building height; 3) resort condominiums with timeshorns; 4) kitchens within the rooms; 5) public areas including retail, lounges, restaurants, outside dining areas. and live entertainment: 6) all associated back- of-house areas, and incidental and accessory uses; and 7) deviations to development standards. DEVlAf IONS for the following: 1) reduce setbacks; 2) permit alternative. landscaping; 3) modify parking standard; and 4) permit all other deviations as depicted per plans on file. WAIVERS OF DEVELOPMENT STANDARDS for the following: 1) encroachment into airspace; and 2) reduce setbacks to streets. DESIGN REVIEWS for the following: 1) increase the allowable sign. area; and 2) permit resoivhotel with resort condominiumsltlmeshares and all other associated buildings including low rises and parking structures on 3.1 area in an H-I (Limited Resort and Apartment) Zone.

Generally located on the southeast corner of Tropicana Avenue and Industrial Road within Paradise. RRloklxx

RELATED INFORMATION: APN: 162-29-101-019

. USE PERMITS: 1. . Perrnlt a 41 story, 560 room resort hdtel where i28 siory;560 rbrn resort hotel was approved. 2. Increase the heicjh't of the hotel tower to 492 feet where 100 feet is' permitted an6 415 feet was previously approved. 3. Permit resort condominiums with timeshare in conjunction with the &son. 4. Permit kitchens within the rooms. 5. Permit a casino; public areas including restaurants. parking structure, shoppinglretail areas, lounge, offi,ces, outside dining areas, and live entertainment. 6. Permit all associated back-of-house area, and incidental and accessory use. 7. Permit deviations to development standards.

This is not an orisinal doc~i~~~elll.Ir has bee11retyped for lepibiliry. OEVIATIONS: 1. a. Reduce speciai arterial setback to Tropicana Avenue for a hotel tower to 40 feel where a 163 foot setback is required (north) and previously approved as 40 feel where 137 feet ic rsquired. . ,. b. Reduce special arterial setback to 1-15 for a hotel lower to 10 feet where a 153 foot .'E setb'ack is reqilired (east) and previously approved as 12 feet where 137 is required. c. Reduce side street setback to flood channel for a parkir~ysl~.uclure Lu 1 fuu( wl~erp10 feet is cequired (south).

d. .. .Reduce special aRerial setback to 1-15 for a parking structure to 10 feet where 43 feet IS required and previously approved as 5 feet where 15 feet is required.

a. Permit alternative landscaping along the east property line adjacent to the 1-15 exit ramp. b. Permil landscaping as depictet) along Tropicana Avenue and Industrial Road.

Permll883 parktrig spaces where 949 park~ngspaces ate required (an 8% reduct~ori) P~rrnlrall other dsv~atronsas depl~tedpar plans on 812

WAIVERS OF DEVELOPMENT STANDARDS: 7. Permit an cncroachrnent into airspace. 2. Reduce the setback to a street (Industrial Road) to 5 feet where a 10 foot setback is required (west).

DESIGN REVIEWS: 1. a. Permit a 1.300 square foot wall sign on the east end of the structure. b. Permit a 4.900 square foot wall sign on the southern shear wall of the parkrng structure. c. Permit several wall signs on the low-rise faqade

2. Resort/hotel with resort curidc~rniniums/tiniesharesand all other associated buildings

, . including low rises and parking'struckures.

MASTER PLANILANO USE GUIDE; !

WINCHESTERIPARADISE -r UP TO COMMERCIAL TOURIST

BACKGROUND: Project Description This is a modification to a previously approved resort hotel on this site (UC-0736-04). This is a PrOPOSal for a 560 room hotel resort including condominiums and timeshare units. A 31,000 square foot Casino is proposed with approximately 100,000 square feet of restaurants, retail, recreational lounge and necessary back-of-house areas. This project is designed with a 41 story. 492 foot high tower fronting lndustrial Road and towards the Interstate 15 (1-15) on-ramp. There will be a paved plaza at the corner of Tropicana Avenue and Industrial Road with attached sidewalks for the development The access points will be along lndustrial Road. There will be a minimum of 20 feet of landscaping along Tropi,mna Avenue and 10 feet along 1-15 including 36 inch box,African Sumacs,approximately 25 feet on center. The applicant states that the locatjon . is a legal nonconforming resort, which. allows 150 rooms to be opened as hotel rooms. A total Of 150 daily rental non-condominium/tim~shar~!units are reqtrired to be in operation to maintain the nonconforming. non-restrictive gaming license existing at the location.

Prior Land Use Requests UC-1608-01 previously approved a 420 room, holellcondominiumltimeShare proje~ton the subject property in April 2001 for 2 years. 4 subsequent extension of tim@was approved for the resort in October 2002 For two additional years. UC-1808-96 was approved in December 19% to replace an existing 8.000 square foot casino and restaurant area with a 14.653 square foot hotellcasino and restaurant area, VC-0069-97 was approved in February 1997 to reduce the required nuinbet of parking spaces'and reduce IandsGaping along the stmet frontage. UC-0736- 04 was approved in August 2004 to permit a 28 story. 415 foot high. 560 room resort hotel tower that has hotellcondominiumsltimsshares units with kitchens.

Surrounding Zoning and Land Use The area surrounding this site is developed with a variety of ilses. To the north across Tropicana Avenue iS arl existing 3,600 square foot fast food restaurant (In-N-Out Burge,). Directly to the east is the on-ram0 to Interstate IS. I o the west across Industrial Road is a 9.700 square foot convention center connected to an existing hotel/casino along with a 3.800 square f~ot convenience stora with gas pumps on the corner of Tropicana Avenue and Industrial Road. Directly to the south is a small (undeveloped) remnant patcel zoned H-I. This property is located within thc Mixed-Use Overlay-1 District (MUD-I).

Related Applications SC-0138-05 is a related item on the March 3, 2005 Planning Commission meeting to rename Industrial Road to Dean Martin Drive.

STANDAKUS +OK APPROVAL The applicant shall dcrnonstrate that the propbsed request meets the goals and purposes of Title 30.

Analysis Current Plann~ng The request is consistent to previous land use approvals on this site.. With the incorporation of the ~onnecbvityrequirements in the recently adopted mixed-use ordinance, this site would be cqrnpatible and create a more harmonious environment for pedestrian traffic. The proposed landscaping will further enhance the aesthetics of the site. The wall signs for this development are consistent to other reson hotel properties that are in the resort hotel corridors. Although staff typically required detached sidewalks along arterial streets, due to design issues associated with the 1-1 5 on-ramp along Tropicana Avenue, staff will not request a detached sidewalk at this time.

Department of Aviation The applicant acknowledges that *e Board of County Commissioners may delay action on this land-use application until a valid FAA airspace determination has been received and We Department of Aviation has had an opportunity to review the determination.

Staff Recommendation Appro.val. If this request is approved. the Board andlor Commission finds that the application is consistent with the standards and purpose enumerated in the,Cornprehensive Plan. Title 30, andlor th? Nevada Revised Statutes.

PRELIMINARY STAFF CONDITIONS:

Current Planning h Subject to design review as a public hearing to review the Pedestrian Realm to include a 20 foot wide Pedestrian Realm per the Mixed Use Overlay Districl Figure 30-48-J2to include with two off-sat rows of medium trees, 24 inch box in size, with shrubs to cover 5o0/o of the landscape area, visual and pedestrian access from the sidewalks into the site in the form of plazas, patios or pedestrian arcades; pedestrian walkways with enhanced paving features and decorative waste receptacles; and all applica.ble standard conditions tor this appllcat~ontype. Applicant 1s advised that non-reflective glass. is required: approval of this application does not constitute or imply approval of 3 liquor or gaming license or any other County issued permit. license or approval; any change in circumstances or regulations may be justification for the denial of an extension of time. and that this application must c;ornrnertce withir~2 years or apptoval date or it will expire.

Civil Engineering Drainage and traff~cstudles and compliance: reconstructing all driveways not being used with full off-sites: if required by Regional Transportatton Commission, traffic study to also address dedication and construction of a bus turn-out, including passenger loadinglsheltef area, in accordance with Regional Transportation Commission standards; if sidewalk does not abut kzzk of curb or IS meandering in design, dedicate right-of-way to back of curb with applicant granting necessary Dedestrian access. streetlight, and traffic control easement. if applicable, vacate any excess right-of-way. I~I

Department of Aviation The applicant shall file FAA Form 7460-1 "Notice of Proposed Construction of Alteration," prior to final action by the Board of County Commissioners or Planning Commission. As re~ulredby Section 30.48.1 20 of the Clark County ~hjfisdDeveidpment Code. receive either a form the Director of Aviation or a variance from the Airport Hazard Areas Board of Adjustment (AHABA) prior to construction; no building permits will' be released for the project prior to the Depar1rr)erit of Aviation notifying Zoning Plan Check that 1t1e applicant has receiqed all necessary airspace approvals. The applicant is advised that the FAA's determination is advisory in nature and does not guarantee the Director's permit or an AHABAvariance will be approved; and that a standard condition of approval for a Director's permit of an AHABA variance is the granting of an aviation easement . . . f ABtCAC t APPROVALS: PROTESTS:

APPLICANT: Gold Rush Casino & Hotel. LLC CONTACT; Joseph D. Rothrnan, Bergman, Walls & Associates, 2965 South Jones Boulevard, Las Vegas. NV 89146

This is no1 at] orisinal doculnenl. It has been retyl~edf~r legibilit),.

A Summary Appraisal Report of the

Golden Palm Casino Hotel Site, Underlying Land Only

Owned by

Gold Rush Casino

Located at

3111 West Tropicana Avenue, Las Vegas, Clark County, Nevada

Legally Described as a

Portion of the North % of the Northwest % of Section 29, Township 21 South, Range 61 East, M.D.B.&M.

For the Purpose of

Developing an Opinion of the Market Value of the Underlying Land Only, as of the current date of value,

November 9, 2006

Date of Appraisal Report

November 10, 2006

File Number 266·06-HKZ November 10,2006

Mr. Marvin G. Lipschultz President/CEO Golden Palm Casino Hotel File No. 288-06-HKZ 3111 West Tropicana Avenue Tax ID #88-0121119 Las Vegas, NV 89103

Dear Mr. Lipschultz:

In compliance with your request and authorization, we have prepared a summary appraisal report of the Golden Palm Casino Hotel, underlying land only, located at 3111 West Tropicana Avenue, Las Vegas, Clark County, Nevada. The subject property may be further described as Clark County Assessor's Parcel Number 162-29-101-019. The site contains approximately 2.97 net acres or 129,373 net square feet. Currently, the site is improved with a hotel/casino and a tavern. For the purposes of this report, however, we have only appraised the underlying site as if it were vacant at its highest and best use. The property is zoned H-1 and lies within a Mixed Use Overlay District, more specifically a MUD-1 zone. The MUD-1 overlay allows for the most intense form of development under the Mixed Use District Overlay, and being zoned H-1 allows for full use of the Mixed Use allowances.

It is noted that we identified two billboard signs which appear to be situated on the subject site. We were not able to confirm any income generated from these signs, nor the ownership of them. Therefore, we have not included the billboards in this valuation.

This appraisal is being prepared to provide a current market value of the underlying land or site of the Golden Palm Casino Hotel, in order to assist in asset management decisions including future sale negotiations. The date of value is consistent with the last date of inspection, November 9, 2006.

Data setting forth the analysis used and descriptive details are included within the body of this report. Based on an analysis of the data utilized, we have developed an opinion of the market value of the subject property, in Fee Simple interest, underlying land only, as of November 9, 2006, at:

Forty-Six Million Five Hundred Seventy-Five Thousand Dollars ($46,575,000.00) Mr. Marvin G. Lipschultz Golden Palm Casino Hotel November 10, 2006 File No. 288-06-HKZ Page Two Tax ID #88-0121119

This report has been prepared as a complete appraisal, summary report and is intended to comply with reporting requirements, as set forth under Standards Rule 2-2(b) of the Uniform Standards of Professional Appraisal Practice for summary appraisal reports. As such, it presents only summary discussions of the data, reasoning and analyses that were used in the appraisal process, to develop the appraisers' opinion of value. Additional supporting documentation, concerning the data, reasoning and analyses, is retained within the appraisers' work file. The depth of the discussion contained herewith, is specific to the needs of the client and is intended for the use as stated. The appraisers are not responsible for any unauthorized use of this report.

This Letter of Transmittal must be used in conjunction with the following, enclosed descriptive details, appraisal procedures and analysis and is therefore, not considered a report standing on its own merit.

Thank you for giving us the opportunity of preparing this appraisal report for you.

Sincerely, Gary H. Kent, Inc.

Gary H. Kent, MAl Certified General Appraiser Nevada License m A.0000039-CG Expiration Date: April 30, 2007

Heidi H. Kent, MAl Certified General Appraiser Nevada License m 02459 Expiration Date: October 31, 2008

Zachary T. Higgins Registered Intern Registration Number A.0005448-INT Expiration Date: July 31, 2008

GH KIH H K/ZTH/zth Summary of Salient Facts

Property Location: __The subject property is located at 3111 West Tropicana Avenue, Las Vegas, Clark County, Nevada. This is a location west of Interstate 15 and approximately one­ half mile west of the "Strip" in a tourist/commercial area, being near central of the Greater .

Highest and Best Use: The highest and best use of the subject property is considered for mixed use development.

Land Size: The subject site contains a total land area of approximately 129,373 net square feet or 2.79 net acres, more or less.

Improvements: The subject property is improved with the Golden Palm Casino Hotel. The property was originally constructed in 1980, according to the Clark County Assessor.

Effective Date of Report: November 10, 2006.

Date of Valuation Opinion: November 9, 2006.

Last Date of Inspection: November 9, 2006. 2 Property Rights Appraised: Fee Simple Interest.

Market Value Opinion - Underlying Land Only:

We have developed a market value opinion of the underlying land only of the subject property, in fee simple interest, as of November 9, 2006, at:

Forty-Six Million Five Hundred Seventy-Five Thousand Dollars ($46,575,000.00) 3 Purpose and Use of the Appraisal

The purpose of this appraisal report, is to develop an opinion of the market value of the subject property, underlying land only, as of a current date of valuation per the client's request. The value opinion represents the Fee Simple interest and presumes the property is free and clear of all liens and encumbrances.

This appraisal report has been prepared for negotiation purposes for the client, Mr. Marvin G. Lipschultz, the Golden Palm Casino Hotel/Gold Rush Casino and/or their assignees/nominees. No other use of this appraisal report is intended, nor authorized.

Definitions

Market Value, Defined: The following definition of market value is used by agencies that regulate federal financial institutions in the United States:

The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:

+ buyer and seller are typically motivated;

+ both parties are well informed orwell advised, and acting in what they consider their own best interests;

+ a reasonable time is allowed for exposure in the open market;

+ payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and

+ the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. ' 4

Source: Federal Register, vel. 55, no. 163, August 22, 1990, pp 34228 & 34229.

Reasonable Marketing Time Opinion, Defined: The reasonable marketing time is an opinion of the amount of time it might take to sell a property interest in real estate at the concluded market value level during the period immediately after the effective date of an appraisal.

As market. conditions preceding the effective date of this valuation are anticipated to remain relatively stable, our opinion of reasonable marketing time is considered similar to our opinion of "reasonable exposure time."

Reasonable Exposure Time Opinion, Defined: The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective opinion based upon an analysis of past events assuming a competitive and open market. Exposure time is always presumed to precede the effective date of the appraisal.

Highest and Best Use, Defined: The reasonably probable and legal use of vacant land or an improved property which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum profitability.

Fee Simple Ownership, Defined: The absolute ownership unencumbered by any other interest or estate subject only to the four powers of government. 6 Method of Valuation and Scope of Work

The subject property is located on the southeast corner of Dean Martin Drive and Tropicana Avenue within one-half mile of the Las Vegas "Strip". The improvements are considered economically obsolete and the concluded highest and best use is for a mixed use. It is noted that Stations recently purchased the Wild Wild West Gambling Hall and adjacent proper;ties located on the northwest corner of Dean Martin Drive and Tropicana Avenue. No concrete plans for the site have been announced, but the site is as large as the Tropicana Hotel/Casino and the New Frontier Hotel/Casino sites combined. Thus, future development of the site as a tourist commercial oriented mixed use project is anticipated.

Heidi H. Kent, MAl and Zachary T. Higgins inspected the subject on November 9, 2006, being concurrent with the date of valuation. Inspection of the subject involved:

... digital photographs of the exterior ... inspection of overall condition and quality of the property ... notation of surrounding linkages

All of the information contained in this report, has been obtained through a variety of sources, such as:

Property Line -a monthly internet subscription, whereby local Realtors list their properties that have recently sold and are for sale and for lease.

Real Quest- a monthly internet subscription, whereby county records are recorded and organized in a fashion for easy retrieval and searching capabilities are available to access monthly sales. A site specific demographic study within a one-mile radius is also available.

CoStar Comps- a monthly internet subscription, whereby current sales are available and confirmed and are accessed by utilizing a searching engine. 7 Attempts have been made to confirm these sources with knowledgeable parties, including; buyers and sellers, sales agents, leasing agents, as well as Public Record information, when all other routes have been exhausted. Other publications such as Las Vegas Perspective, Appraiser News In-Brief and the Las Vegas Convention Visitors Authority were used in establishing demographic reports and researching factual data for the Area and City Description, along with economic trends and general information throughout this report.

The information compiled for the completion of this report, was prepared both prior and subsequent to the actual appraisal date. Information received directly from the client is presumed accurate. These real estate appraisers have considered market conditions affecting the subject property, as well as the Greater Las Vegas Area and City and the subject property's submarket.

In developing an opinion of the market value of the subject property, underlying land only, three approaches have been considered. These approaches include; the Cost Approach, the Income Capitalization Approach, i.e., Direct Capitalization Method and the Direct Sales Comparison Approach to Improved Properties. However, only the Direct Sales Comparison to Vacant Land has been used as the improvements are not being valued as per the request of the client.

It should be noted at this time, that pricing for tourist commercial related land parcels in the submarket, have increased dramatically over the past two to three years. Overall demand for parcels or sites suitable for tourist commercial use has been very dramatic. Some stabilization in unit prices being asked and paid for parcels similar to the subject, could be expected and/or experienced sometime in the future, once overall demand for these types of development parcels is met.

The comparable land sa!es included within this analysis, represent properties having highest and best uses, considered similar to that of the subject. The comparable land 8 sales introduced and included within this report, reportedly transferred under all cash or cash equivalency type terms. Some of the market transfers included market rate financing involved. The comparables have been analyzed and compared directly to the subject property, based on the price paid per net square foot unit of comparison.

This appraisal report has been prepared with the intent to comply with the Uniform Standards of Professional Appraisal Practice (USPAP}, as well as the Code of Professional Ethics, as adopted by the Appraisal Institute and the Appraisal Foundation. This report has been prepared as a summary appraisal report. Qualifications of Appraiser

Gary H. Kent, MAl 2950 South Rancho Drive, Suite 200A Las Vegas, Nevada 89102-0727 (702) 876-9151/(702) 876-9813 Fax

Professional Received MAl Designation November 16, 1970 Designations: MAl-- Member The Appraisal Institute (Currently Certified) Certified General Appraiser, State of Nevada, #A.0000039-CG

Affiliations: 1979 - Chairman - Nevada State Board of Equalization

Active as: Real Estate Appraiser, Consultant, Investor Offices opened in Clark County in 1971. Past President Society of Real Estate Appraisers, Las Vegas Chapter 187

Formal Education: Churchill County High School, Fallon, Nevada Graduated 1956 University of Southern California, B.S. Degree, Business Management 1961 University of Nevada Graduate Studies, Business Management 1961-1963 Appraisal Education: Appraisal Institute Course I - Basic Appraisal Theory University of Southern California 1965 Course II- Urban Properties Case Studies, University of Southern California 1966 Course V- Grazing and Ranch Land Appraising, University of Nevada, Reno 1966 Course VI -Advanced Capitalization Methods, University of Southern California 1968 Examination No. 8 - Single-Family Residences, San Francisco, California 1969 Course 41 0 and 420 - Standards of Professional Practice and Code of Ethics - University of Nevada Las Vegas 1993 Course 520- Highest and Best Use University of Nevada Las Vegas 1996 Qualifications of Appraisers - Gary H. Kent, continued

Appraisal Education, Continued

Course 530 - Advanced Sales Comparison and Cost Approaches 1997 Course 430 - Standards of Professional Practice and Code of Ethics 1999 Course 41 0 and 420 - Standards of Professional Practice and Code of Ethics 2001 Society of Real Estate Appraisers Course 301 - Special Applications of Appraisal Analysis, Seattle Pacific College 1975 Attended seminars annually 1971 -2004

Representative Appraisal Cli.ents

U.S. Government Agencies Truckee Sanitation District Kingsbury Sanitation District U.S. Army Corps of Engineers Reno-Sparks Sewer District U.S. Navy Department Sun Valley Sanitation District U.S. Forest Service Las Vegas Valley Water District U.S. Bureau of Reclamation Resolution Trust Corporation Federal Housing Administration Southern Nevada Water Authority HUD FDIC Private Clients Properties Municipal Agencies American Nevada Corporation Nevada State Highway Department Jim Saxton Development Washington State Highwpy Department Union Pacific Railroad Clark County Department of Public Works Southwest Gas Corp. Clark County Regional Street & Highway Bell Telephone Company Clark County Engineering Department I.B.M. Corporation Clark County School District American Tobacco Co. Washoe County Granny Goose Company Washoe County School District Nevada Power Company Lincoln County Union Oil Company Lincoln County School District Texaco, Inc. City of Las Vegas Standard Oil Company City of North Las Vegas Atlantic Richfield Oil City of Henderson City of Boulder City City of Reno Other Agencies Elks Point Sanitation District Qualifications of Appraisers- Gary H. Kent, continued

Private Clients, continued Financial Institutions, continued Mobil Oil Company City Bank, International Eli Lily Company California Federal Sandia Laboratories Chase National Corporate Services Southern Surplus Realty Household Bank Valley Hospital Key Bank Young Electric Sign Co. Shanghai Commercial Bank Ford Motor Company Western Bank United Airlines Nevada Credit Union MGM, Inc. Chrysler First Comstock Mines, Inc. Huntington Bank Pacific Plan Zions First National Bank Various Private Properties National City Bank Community Bank of Nevada Colonial Bank Financial Institutions Silver State Bank Nevada Federal Credit Union CS First Boston Conduit Lenders New York Bank Continental Wingate Wells Fargo P.W. Funding John Hancock Collateral Mortgage First Republic Mortgage GMAC Commercial Atlantic Financial JP Morgan Sea First Savings Washington Mortgage Pacific First Bank Fin ova American Realty Advisors AMI Capital USA Capital Fleet Mortgage Long Beach Bank Numora Asset Management Bane One TRI Financial Guardian Bank Midland Financial Kirkwood Bank & Lending Credit Vest Commercial Financial Solomon Brothers Washington Pacific Mortgage Merrill Lynch National City Bank Greenwich Capital First Business Bank Dover House Civic Bank of Commerce Skymar Capital Corporation Weyerhaeuser Paine Webber Truckee River Bank CS First Boston Comstock Bank LaSalle National Bank UniVest Hotel/Casino Facilities Appraised by Gary H. Kent, Inc.

Las Vegas, Nevada- Existing Landmark Holiday Inn, Downtown California Hotel/Casino Holiday Inn, Center Strip Maxim Holiday Inn, South Lady Luck Sands King 8 Polynesian Continental (Bingo Palace) Nevada Palace Casino Jockey Club Hotel Nevada Sam's Town Bourbon Street Silver Star Casino Deville Casino Sundance Aladdin Orbit Inn & RV Park' Golden Gate Showboat Riviera Stardust Fremont Viscount Rainbow Vegas Debbie Reynolds El Morocco Motel/Casino Rainbow Club Casino Coin Castle Golden Goose Sassy Sally's Moulin Rouge Frontier Skyline Pioneer Howard Johnson's- Tropicana/1-15 Union Plaza San Remo Town Hall The Regent Las Vegas Sahara

Las Vegas, Nevada- Proposed Renaissance Hotel/Casino Galaxy Hotel/Casino Wild Wild West Hotei/Ga'mbling Hall Villa Roma Hotel/Casino Bourbon Street Hotel/Casino Thunderbird Inn/Casino Xanadu Hotel/Casino Swanky Club Hotel/Casino, Henderson The Mansions Hotel/Casino Cattle Baron Hotel/Casino Arizona Charlies Hotel/Casino Hotel/Casino Facilities Appraised by Gary H. Kent, Inc. - Cont'd

Las Vegas, Nevada - Proposed, continued Court Experience Expert Court Witness: Granada Inn Hotel & Casino Condominium Conversions Clark County District Fort Cheyenne Washoe County District Desert Star Federal Bankruptcy Court Alamo United States District District of Nevada Laughlin, Nevada Crystal Palace Hotel/Casino Riverside Hotel/Casino Colorado Belle Casino Sam's Town Gold River Pioneer Gambling Hall/Motel Edgewater Hotel/Casino Colorado Hotel/Casino Emerald River Hotel/Casino Ramada Express

Other Areas Cal-Neva Hotel/Casino, Lake Tahoe Minden Inn, Minden, NV Tower Club Casino, Stateline, NV Red Garter, Wendover, NV Sahara-Reno Hotel/Casino, Reno, NV Indian Springs Casino, NV Palm Beach & Club Caribbean, Aruba Station House, Tonopah, NV Nevada Crossing, Wendover, NV Railroad Pass, Henderson Gold Strike Inn & Casino, Boulder City, NV Gold Strike Hotel-Casino, Jean, NV Nevada Landing, Jean, NV Bally's Reno Hotel-Casino, Reno, NV Harvey's Hotel-Casino, Stateline, NV Mesquite Hotel-Casino, Mesquite, NV Qualifications of Appraiser

Heidi H. Kent, MAl 2950 South Rancho Drive, Suite 200A Las Vegas, Nevada 89102-0727 (Ph) (702) 876-9151 I (Fax)(702) 876-9813 Email: [email protected] Website: www.garyhkent.com

Professional Received MAl Designation- October 7, 2004 Advancement: MAl - Mem.ber of the Appraisal Institute (Currently Certified) 10-96 to Present - Certified General Appraiser 5-92 to 9-96- Intern Real Estate Appraiser

Active as: Certified General Appraiser State of Nevada, License #A.0002459-CG

Professional Affiliations: Education Chairman, Las Vegas Chapter Appraisal Institute - 2000-2003 Vice President, Las Vegas Chapter Appraisal Institute - 2002 & 2004 President, Las Vegas Chapter Appraisal Institute - 2005

Formal Education: Valley High School, Las Vegas, Nevada 1989 University of Nevada Las Vegas, B.S. Degree, Financial Services 1993

Appraisal Education: Principles of Real Estate- UNLV Real Estate Investment- UNLV Real Estate Appraisal - UNLV Income Capitalization- UNLV Statistical Analysis I & II- UNLV Capital Markets- UNLV 1-110 Appraisal Principles- Appraisal Institute 1-120 Appraisal Procedures- Appraisal Institute 11-410 Standards of Professional Practice, Part A (US PAP) - Appraisal Institute 11-420 Standards of Professional Practice - Part B (USPAP) - Appraisal Institute 11-430 Standards of Professional Practice, Part C (USPAP) - Appraisal Institute 1-310 Basic Income Capitalization- Appraisal Institute.

Qualifications of Appraiser- Heidi H. Kent Page Two 1-320 General Applications -Appraisal Institute. 11-510 Advanced Income Capitalization- Appraisal Institute. 11-520 Highest and Best Use and Market Analysis - Appraisal Institute.

Appraisal Education: 11-530 Advanced Cost and Sales Approach- Appraisal Institute 11-540 Report Writing -Appraisal Institute. 11-550 Advanced Applications- Appraisal Institute. Continually attending various seminars through the Appraisal Institute

Representative Appraisal Clients Municipal Agencies City of Boulder City · City of Henderson City of Las Vegas City of North Las Vegas Clark County Department of Aviation Nevada Power Company Clark County Public Works Kern River Gas Transmission Company Clark County School District

Private Clients Gerrard, Cox & Larson -Attorneys Chicago Title Mordechai Yerushalmi Las Vegas Paving Corporation Central Park LLC Leavitt, Sully & Rivers - Attorneys

Financial Institutions Banco Popular California National Bank Town and Country Bank First Bank of Nevada Nevada Commerce Bank Affinity Bank Bank Midwest Qualifications of Appraiser

Zachary T. Higgins 2950 South Rancho Drive, Suite 200A Las Vegas, Nevada 89102-0727 Telephone 702/876-9151 Fax 702/876-9813

Professional 07/22/04 to Present- Registered Intern Real Estate Appraiser Advancement: State of Nevada, License #A.0005448-INT

Active as: Registered Intern Real Estate Appraiser

Formal Education: University of Nevada-Las Vegas B.S.- Degree, Business Administration, Real Estate 2004

Appraisal Education: Real Estate Appraisal- UNLV Real Estate Finance- UNLV Real Estate Law- UNLV Real Estate Investments- UNLV Economics I and II- UNLV Statistical Analysis I and II- UNLV Finance I and II- UNLV Course 410 Standards of Professional Practice (USPAP) Appraisal Institute Nevada Real Estate Appraisal Statutes- Appraisal Institute 108

Assumptions and Limiting Conditions

This appraisal assignment has been made with the following general assumptions:

1. No responsibility is assumed for the legal description or for matters including legal or title considerations. Title to the property is assumed to be good and marketable unless otherwise stated.

2. The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated.

3. Responsible ownership and competent property management are assumed.

4. The information furnished by others is believed to be reliable. However, no warranty is given for its accuracy.

5. All engineering is assumed to be correct. The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property.

6. It is assumed that there are no hidden or unapparent conditions of the property, subsoil or structures that render it more or less valuable. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them.

7. Unless otherwise stated in this report, the existence of hazardous material, which may or may not be present on the property, was not observed by the appraiser(s). The appraiser(s), however, is not qualified to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The value opinion is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired.

8. It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless non-compliance is stated, defined and considered in the appraisal report.

9. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated, defined and considered in the appraisal report. 109

10. It is assumed that all required licenses, certificates of occupancy, consents or other legislative or administrative authority from any local, state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value opinion contained in this report is based.

11 . It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described, and that there is no encroachment or trespass unless noted in the report.

All reports issued by this appraiser(s) are subject to the following general limiting conditions:

1. The distribution, if any, of the total valuation in this report between land and improvements applies only under the stated program of utilization. The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used.

2. Possession of this report, or a copy thereof, does not carry with it the right of publication. It may not be used for any purpose by any person other than the party to whom it is addressed without the written consent of the appraiser(s), and in any event, only with proper written qualification and only in its entirety.

3. The appraiser(s) herein, by reason of this appraisal, is not required to give further consultation, testimony or be in attendance in court with reference to the property in question unless arrangements have been previously made.

4. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraiser(s) or the firm with which the appraiser(s) is connected) shall be disseminated to the public through advertising, public relations, news, sales or other media without the prior written consent and approval of the appraiser( s).

5. The American with Disabilities Act ("ADA") became effective January 26, 1992. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. 110

This appraisal has been developed and the report is provided subject to the following specific assumptions, extraordinary assumptions, hypothetical conditions and additional limiting conditions: ·

1. It is assumed that the subject property is free and clear of all liens and encumbrances.

2. We have formed an opinion of the value of the underlying site of the subject property only. No value has been attributed to improvements or personal property, nor to any FF&E, as per the request of the client. Proofpoint Encryption Page 2,of 4

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Monday, September 28,2015 AOL: LIPPY!

ALL INFORMATION IS PRELIMINARY AND SUBJECT TO REVISION ALL INFORMATION IS PRELIMINARY AND SUBJECT TO REVISION ALL INFORMATION IS PRELIMINARY AND SUBJECT TO REVISION ALL INFORMATION IS PRELIMINARY AND SUBJECT TO REVISION Jack Sjostrom

From: Lerud, Jeffrey Sent: Wednesday, October 07, 2015 8:34 AM To: Paul J. Reed Cc: Petersen, Christopher K; James Caviola; Marvin Lipschultz; Jack Sjostrom; Shull, Glendyne F Subject: RE: I-15 and Tropicana Proposed Improvements

Sensitivity: Confidential

Mr. Reed,

I am in receipt of the letter that you sent yesterday morning.

I will get with Jim, Chris, our right-of-way folks and set up a meeting to discuss. I will be in touch.

Please note that Chris’ last name is Petersen with an “e” rather than an “o” for future correspondence. Also, I copied Jack Sjostrom of the consultant team, and Glendyne Shull with the Department’s Right-of-Way Division.

I will be in touch soon.

Thank you.

Jeff Lerud, P.E., CPM Senior Project Manager Nevada Department of Transportation Phone: (775) 888-7589 Cell: (775) 443-7665 Email: [email protected]

From: Paul J. Reed [mailto:[email protected]] Sent: Tuesday, October 06, 2015 11:49 AM To: Lerud, Jeffrey Cc: Chris Peterson ; Jim Caviola ; Marvin Lipschultz Subject: I‐15 and Tropicana Proposed Improvements Importance: High Sensitivity: Confidential

Jeff:

Pursuant to the informational meeting held recently at the Hampton Inn, we are making a formal response to the proposed I-15 Tropicana intersection conceptual plans.

Please review attached letter sent on behalf of the property owners at Golden Palm Hotel, 3111 W. Tropicana Ave, Las Vegas, NV.

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We would like to schedule a meeting with you and your staff as soon as possible to avoid further delays to our project.

Please acknowledge receipt of the attached October 6, 2015 letter via return email.

Sincerely,

REED COMMERCIAL PROPERTIES, Inc. HOTEL/CASINO/RESORT/HIGH-RISE/MIXED-USE/MULTI-FAMILY PROPERTIES

Paul J. Reed President 1405 S. Maryland Parkway Las Vegas, NV 89104 Phone: 702-528-5328 Text: 702-528-5328 Facsimile: 702-896-3792 [email protected]

The information contained in this electronic email and any accompanying attachment(s) is intended only for the use of the intended recipient(s) and may be confidential and/or privileged. This message is privileged and confidential. If the reader of this message is not the intended recipient or an agent responsible for delivering it to the intended recipient, you are hereby notified that you have received this document in error that any review, dissemination, distribution, or copying of this message is strictly prohibited, and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and delete the original message and all copies from your system.

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