MGM Springfield's FEIR With Public Comments

LAW OFFICES OF
ALSO ADMITTED IN
ERIC I. MICHELMAN
NEW YORK AND
2301 DUPONT DRIVE, SUITE 530
MASSACHUSETTS
IRVINE, CALIFORNIA 92612

(949) 553-1800
FACSIMILE (949) 553-1880
December 22, 2014
Secretary of Energy and Environmental Affairs

Executive Office of Energy and Environmental Affairs (EEA)
Attn: MEPA Office
100 Cambridge Street, Suite 900
Boston, MA 02114
Re: Comments/ Objections To:
Final Environmental Impact Report EEA #15033
MGM Springfield - Blue Tarp reDevelopment LLC_
________
Gentlemen/Ladies:
The undersigned represents the owners of the Property identified as Parcel
#14 on Exhibit H (Project Site Parcel Map) to the MGM Springfield Host
Community Agreement (the Host Community Agreement, a complete copy of
which is attached as Exhibit K hereto). A copy of the Project Site Parcel Map is
attached as Exhibit A hereto.
The common address of Parcel #14 is 1317-1343 East Columbus Ave. and
90 Howard Street (hereinafter, Parcel #14), and is located at the northeast corner
of East Columbus Avenue and Howard Street in Springfield, Massachusetts.
Parcel #14 contains a building with uses including both commercial offices and
residential dwellings.
Parcel#14 has, from the outset, been a part of the Project Site Parcel Map.
Contrary to the statements made by the Project Proponent in the FEIR, the Project
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Attn: MEPA Office
December 22, 2014
Page 2
Proponent chose, of its own volition, to excise Parcel #14 from the Project. It has
done so in material breach of its contractual agreements with the City of
Springfield, the Commonwealth of Massachusetts and the Massachusetts Gaming
Commission. Any governmental waiver of such breach will serve as an act of
Inverse Condemnation of Parcel #14 as described below.
Please accept this letter as a formal Comments/Objection to the Final
Environmental Impact Report EEA #15033 (FEIR) submitted by Blue Tarp
reDevelopment LLC (MGM-Springfield) on the following 25 grounds:
I.
COMMENTS / OBJECTIONS:
1. The FEIR materially increases the danger to the health, safety, and
welfare of the public by the elimination of a critical, and contractually
obligated, traffic mitigation obligation of MGM-Springfield to construct
a 12 foot wide acceleration/deceleration lane at the main entrance and
exit of the Casino, and parking structure, which is located at East
Columbus Avenue between Howard Street and Bliss Street.
2. The FEIR constitutes material misrepresentations and breaches by MGMSpringfield, including:
a. A material misrepresentation of MGM-Springfield at Section 1.3
(FEIR p.1-1) that the Project program remains the same as
presented in the DEIR and that the only changes in the Project
since the Filing of the DEIR is the gas station and convenience
store, previously located on Lot 14, have been removed from the
MGM Springfield Project;
b. A material breach by anticipatory repudiation (as stated in FEIR
p.3-50, and further explained in Objection #8 below) of: (i) the
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Attn: MEPA Office
December 22, 2014
Page 3
Host Community Agreement (at Exhibit E, Section 1 thereof),

and (ii) the Agreement to Award a Category 1 License to Blue
Tarp Redevelopment, LLC as Ordered by the Massachusetts
Gaming Commission and Accepted and Agreed by MGMSpringfield, (a copy of which is attached as Exhibit E-3 hereto)
which requires the MGM-Springfield to implement the mitigation
improvements described in the TEC Traffic Study, dated
December 17, 2012, (a copy of TEC Traffic Study is attached as
Exhibit G hereto), which includes among other items, the
requirement to [C]onstruct a 12-foot shoulder along East
Columbus Avenue and Bliss Street to more efficiently process
patron traffic entering and exiting the self-park garages. (italics
added). (See Exhibit E-2 at p.36, item #7).
3. The FEIR materially contradicts the DEIR as certified in the Certificate
of the Secretary of Energy and Environmental Affairs on the Draft
Environmental Impact Report dated February 7, 2014 (the EEA
Certificate, a copy of the EEA Certificate is Exhibit I hereto) which
provides (at page 9) that:
Traffic analysis identifies significant constraints
at several intersectionswhere LOS [Level of
Service] will degrade due to the
project.Proposed improvements for primary
project corridors and locations are.West and
East Columbus Avenue Corridor: Widen East
Columbus Avenue between Howard and Bliss
Street to provide a 12-foot acceleration and
deceleration lane; (italics added).

Attn: MEPA Office
December 22, 2014
Page 4
4. The FEIR materially contradicts the representations of MGM-Springfield

in its Environmental Notification Form (ENF) submitted to MEPA (a
copy of ENF is attached as Exhibit J hereto), which specifically states
at pages 5-6 the following:
TEC, Inc. conducted a preliminary traffic impact
assessment to assess the potential traffic impacts of the
Project on the intersections immediately surrounding
the Project site as part of a Request for Proposal (RFP)
process with the City of Springfield. A copy of this
report is included as Attachment 8 to this ENF. Based
on the preliminary findings of the report, TEC has
identified roadway improvements that will be
constructed by the Proponent to mitigate the impacts of
the Project on the intersections included in the study
area. These improvements include:
(at page 6, third item): East Columbus Avenue Construct a 12-foot shoulder along East Columbus
Avenue, between Howard Street and Bliss Street, to
allow for acceleration and deceleration maneuvers
associated with garage access. (italics added).
5. The FEIR materially contradicts the Traffic Impact and Access Study
dated December 17, 2012 (the TIAS) prepared by TEC, Inc. for MGM
Resorts International Global Gaming Development, LLC as presented to
both the City of Springfield and the Massachusetts Department of
Transportation, which have shared jurisdiction of East Columbus Avenue
(TIAS, p.36, Item 7). (A copy of the TIAS is attached as Exhibit H
hereto).

Attn: MEPA Office
December 22, 2014
Page 5
6. The FEIR is materially misleading with respect to the elimination of the

mitigation project at Parcel #14, and the increased risks and danger to the
health, safety, and welfare of the public given the FEIR admits that East
Columbus Avenue is anticipated to serve as [a] primary distributor
roadway[s] for entering and exiting the casino and hotel Project. (FEIR,
p.3-79).
7. The FEIR is materially inconsistent with the understanding of the

Massachusetts Gaming Commissioners Gayle Cameron and Bruce W.
Stebbins, and of Green International, the traffic experts engaged by the
Massachusetts Gaming Commission with respect to the safety and
welfare mitigation plan of MGM Springfield as presented in the Public
Meeting of the Massachusetts Gaming Commission on June 10, 2014, in
Springfield Massachusetts (Public Meeting #123, Volume I (p.m.
session) June 10, 2014 at p.85, lns 8-11; p.97, lns. 17-19; pp.125-127, lns
23-14.). A copy the relevant portions of the Transcript of the Public
Meeting of the Massachusetts Gaming Commission on June 10, 2014 is
attached as Exhibit G hereto).
8. The FEIR evidences a material breach by MGM-Springfield of the
implied covenant of good faith and fair dealing with respect to Section
5.1(g) the Host Community Agreement By and Between the City of
Springfield, Massachusetts and Blue Tarp ReDevelopment, LLC. which
states, in part, at Section 5.1(g):
(g) The Developer owns, or has enforceable rights to
obtain good title to all parcels constituting the Project
Site other than (i) City streets for which vacation is
required and (ii) to the extent applicable, the City

Attn: MEPA Office
December 22, 2014
Page 6
Parcels, which the Developer has agreements to

purchase subject to City approval.
MGM-Springfield defaulted on its purchase and sale contract to
purchase Parcel #14 in February, 2014, and has failed to make any
attempt whatsoever to reacquire such right to purchase Parcel #14. Such
failure to make any attempt, let alone a good faith attempt, demonstrates
a breach by MGM-Springfield of its duty under the Host Community
Agreement to not interfere with the benefits for which the City of
Springfield has bargained.
MGM-Springfields obligation to mitigate the traffic impact at East
Columbus Avenue between Howard Street and Bliss Street is located at
Parcel #14, and provides for the construction of a 12-foot shoulder along
East Columbus Avenue, between Howard Street and Bliss Street, to allow
for acceleration and deceleration maneuvers associated with garage
access. Construction of the 12 foot shoulder is a contractual obligation of
MGM-Springfield to the City of Springfield under the Host Community
Agreement pursuant to Section Exhibit E thereto, at Section 1), and a
contractual obligation of MGM-Springfield to the Massachusetts Gaming
Commission under the Agreement to Award a Category 1 License to
Blue Tarp Redevelopment, LLC, as Ordered by the Massachusetts
Gaming Commission, dated June 13, 2014, and Accepted and Agreed by
MGM-Springfield (Section 9.a. thereto). A copy of the Agreement to
Award a Category 1 License is attached as Exhibit E-3 hereto.
MGM-Springfield, instead of making any attempt whatsoever to
honor its Agreements with the City of Springfield and the
Commonwealth of Massachusetts with respect to Parcel #14 and related
traffic mitigation, has simply dismissed its obligation in the FEIR (at p.3-

Attn: MEPA Office
December 22, 2014
Page 7
50) without any exonerating explanation of its lack of pro-active conduct

to satisfy its contractual obligation.
MGM appears to mislead the Commonwealth in the FEIR with
respect to its contractual obligations by burying two sentences in its 767
page FEIR at Section 3.6.1 (page 3-50), perfunctorily stating that it has
chosen to eliminate the critical off-site improvement it committed to in its
DEIR. MGM-Springfield effectively admitted its breach of its
contracts in its follow-on statement. Giving short shrift to its most
critical traffic mitigation obligation of the entire Casino Project, MGMSpringfield superficially dismissed its commitment. It stated:
The DEIR depicted off-site improvements
along East Columbus Avenue adjacent to the MGM
Springfield site, including widening of East
Columbus Avenue between Howard Street and Bliss
Street to provide a 12-foot turn lane for MGM
Springfield traffic. As the Proponent no longer
controls the rights to a portion of the private
property along East Columbus Avenue between
Bliss Street and Howard Street [Parcel #14], the
proposed 12-foot acceleration and deceleration
lane has been eliminated as a proposed mitigation
measure. (emphasis added).
The failure of MGM-Springfield to control rights to Parcel #14 are solely
a result of its own choosing and inaction. The owners of Parcel#14 have
made a number of good faith attempts to approach MGM-Springfield to
allow MGM-Springfield to re-obtain rights to Parcel #14 (including
direct communications with MGM-Springfields agent Francis J.
Cataldo, Jr., MGM-Springfield development agent/partner, Charles
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Attn: MEPA Office
December 22, 2014
Page 8
Irving of Davenport Companies, MGM-Springfields local counsel Frank

Fitzgerald, Esq., the City of Springfield Chief Development Officer
Kevin Kennedy, and City of Springfield City Solicitor Edward M. Pikula,
Esq., and at a public hearing of the City of Springfield Planning Board
held on December 17, 2014, on the issue of a zone change for a Casino
Overlay District;however, as of the date of this letter, MGM-Springfield
has chosen, of its own volition, to not respond whatsoever to the owners
of Parcel #14.
MGM-Springfield is not acting in good faith to the City of
Springfield, the Commonwealth of Massachusetts, the Massachusetts
Gaming Commission, the Massachusetts Department of Transportation,
and the Massachusetts Department of Energy and Environmental Affairs.
9. The FEIR is materially inconsistent throughout, as it depicts Parcel #14
both within the boundaries of the Project Site and outside of the
boundaries of the Project Site.
10. The FEIR is materially misleading in that MGM-Springfield fails to
disclose to the public, in its proposed FEIR, that:
a. The traffic impact mitigation agreement of MGM-Springfield to
construct a12-foot acceleration and deceleration lane is to run the
full length from Howard Street to Bliss Street on East Columbus
Avenue;
b. That the building on Parcel #14 is now to remain as a visual
obstruction to egressing traffic onto a high volume one-way
northbound East Columbus Avenue;

Attn: MEPA Office
December 22, 2014
Page 9
c. As a result of Parcel #14 not included in the Project Site Parcel

Map (constituting a breach by MGM-Springfield of its contractual
obligations):
i. The residential and business occupants of Parcel #14 will
lose substantial property and health and safety rights, and
there will be an Inverse Condemnation of Parcel #14 by
virtue of:
1. residential and business occupants of Parcel #14
losing substantially all quality of life as a result of the
encroachment of MGM-Springfield and related traffic
congestion at Parcel#14;
2. Noise, vibration, and dust and toxic pollution, during
both construction and thereafter;
3. The elimination of nearby parking and handicap

access and parking for occupants, employees,
customers, residents and guests;
4. Loss of effective public service and access, including,
but not limited to emergency vehicle access,
necessary deliveries and pick-ups for the commercial
and residential tenants, and trash collection.
d. The Project Site without Parcel #14 will constitute a violation of
Article 8, Section 8.5.10 of the Springfield Zoning Ordinance since
Parcel #14 will be an abutter to the Project, and the Project will not
contribute positively to the built environment while
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Attn: MEPA Office
December 22, 2014
Page 10
simultaneously ensuring effective public services and a high

quality of life for nearby businesses, institutions and residents.
e. Litigation costs and damages will be incurred by the City of
Springfield and the Commonwealth of Massachusetts for the
Inverse Condemnation of Parcel #14 in the event: (i) the City of
Springfield waives MGM-Springfields failure to honor its
obligation to exercise good faith to perform its obligations in the
Host Community Agreement - specifically, failing to make any
attempt to acquire Parcel #14 and/or construct the 12-foot shoulder
along East Columbus Avenue, between Howard Street and Bliss
Street, or, (ii) if Springfield otherwise amends the Host
Community Agreement to excise Parcel #14 from the Project Site
Parcel Map.
f. The FEIR fails to address the mitigation of noise, vibration and air
and toxic pollution from a central plant to be built on the
Parcel#13c and/or Parcel #15, both of which abut Parcel #14.
11. A sidewalk currently exists on both sides of Howard Street. The FEIR
does not indicate whether a sidewalk is planned along the north side of
Howard Street leading to the parking garage which is proposed to be
open to the public.
12. A sidewalk should be placed on the north side of Howard Street from
East Columbus Avenue leading to the parking structure, and a
pedestrian door with handicap access and an elevator should be located
at the junction of the sidewalk and the parking garage on Howard
Street.
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Attn: MEPA Office
December 22, 2014
Page 11
13. The FEIR does not depict a sidewalk running along the southern side
of the ingress curve and southern side of Bliss Street beginning at East
Columbus and leading to the Hotel and Garage. A sidewalk should be
constructed to promote a pedestrian access from Parcel #14.
14. The Project is causing the removal of 1000 on-street and off- street
parking spaces which are currently available in the area including
those servicing Parcel#14. To mitigate this issue, MGM Springfield
publicly represented that parking will be free to the public; however,
without spaces being deeded to the City of Springfield or the abutting
property owners, no mechanism exists to permanently enforce this
free and open parking mitigation plan. The current parking spaces
lost due to the Project will never be recovered, and without adequate
assurance of permanent replacement parking, there will be a
substantial quality of life and economic harm from loss of access,
convenience, business and revenue to the pre-existing businesses, and
built environment.
15.
The owners of 1317-1343 E. Columbus Avenue and 90 Howard Street

(Parcel #14) enjoy a pre-existing long-term parking license from the
tenant at 1357 East Columbus Avenue which has existed for the past
35 years allowing free parking for the business guests and residential
tenants and their guests. The FEIR effectively eliminates such license
and access by such persons. Where will the tenants and guests of
Parcel #14 park? How will they get their groceries, supplies and other
possessions from their car to their apartments and offices?
16.
The owners of 1317-1343 East Columbus Avenue and 90 Howard

Street (Parcel #14) have a grandfathered use for trash barrel storage
and collection on the south end of the building on Howard Street. The
garbage truck route is westbound on Howard Street from Main Street
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Attn: MEPA Office
December 22, 2014
Page 12
to East Columbus Avenue. Terminating Howard Street as a through

street will eliminate the ability of trash collection. How will refuse be
collected from the property located at 1317-1343 E. Columbus and 90
Howard Street?
17.
The traffic pattern proposed in the FEIR isolates 1317-1343 East

Columbus Avenue and 90 Howard Street (Parcel #14), and does not
indicate how everyday services can access the building (e.g. UPS,
U.S. Postal Service, Fed Ex, storage and moving trucks, supply,
service, utility and maintenance vehicles, rooftop signage access,
etc.), all of which previously parked on Howard Street or at 1357
East Columbus Avenue.
18.
The FEIR does not depict, describe or recognize the 30

easement/right-of-way over the property at 1357 East Columbus
Avenue which is for the benefit of 1317-1343 East Columbus Avenue
and 90 Howard Street (Parcel #14), particularly for access to doors
located on the north end of the building of 1317-1343 East Columbus
Avenue.
19.
The FEIR depicts the abutting properties to 1317-1343 E. Columbus

Avenue and 90 Howard Street in various design and uses, including in
separate drawings, a retail building and a convenience store. It also
depicts parking spaces. We request clarification, qualitatively and
quantitatively, of exactly what will be located on all properties
abutting Parcel #14 within a 100 yard radius, including a description
of the quantity and location of each and every parking space.
20.
The FEIR is not clear on how many, or if any handicapped parking

spaces are planned within a 25 yard radius of Parcel #14. Please
include a description of the quantity and location of each and every
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Attn: MEPA Office
December 22, 2014
Page 13
handicap parking space within such 25 yard radius of Parcel #15, and
indicate how handicapped persons will access Parcel #14 (1317-1343
East Columbus Avenue and 90 Howard Street.
21.
The Host Community Agreement with the City of Springfield states

that the Central Plant and Docking Area will be adjacent to E.
Columbus Ave. Exactly where will trucks be docking at or around the
Central Plant relative to East Columbus Avenue and Parcel #14?
How many docks will be constructed? What will be the exact route of
ingress and egress for the trucks? How many trucks will be entering
and exiting each hour? At what time during the day and night will the
trucks be entering and exiting.
22.
Describe each and every function of the Central Plant. What energy
sources will be consumed? What exhaust and by-products will be
produced? What odors will be produced by the Central Plant? What
noises will be generated in, at, or near the Central Plant from Central
Plant activities? When will noises be generated by the Central Plant?
Will any activity at the Central Plant occur outdoors? If so, describe
all such activities.
23.
Will the Central Plant process garbage and/or garbage collection? If

so, during what times of the day or night? Describe the garbage
collection process.
24.
Describe any cables, wires, exhaust vents, lights, and pipes that will
be exposed to view at or around the Central Plant, and describe their
purpose.
25.
Describe all noise and noise making equipment that will be used at the
Central Plant, including but not limited to, alarms, whistles, bells,
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Attn: MEPA Office
December 22, 2014
Page 14
buzzers, horns, compressors, saws, sirens, industrial hammers, etc.,

and describe their purpose and when, and under what circumstances,
such sounds will be made.
The foregoing Comments/Objections are further detailed, and supplemented,

by the following OBJECTION TO APPLICATION FOR ZONING CHANGE
- Casino Overlay District- Applicant: Blue Tarp reDevelopment LLC/ MGM
Springfield reDevelopment, LLC, submitted to the Springfield Planning Board
under the letterhead of Law Offices Of Eric I. Michelman dated December 17,
2014. Exhibits to the following Objection To Application For Zoning Change are
identified within the Objection and included herewith, some of which may be in
common with the Exhibits referenced above.
Very truly yours,

/s/ ERIC I. MICHELMAN, Esq.
Attorney for:
Leonard S. Michelman, Esq.
Jeffrey A. Burstein, Esq. and
Jay N. Michelman, Esq.
DOCUMENT CONTINUES ON THE FOLLOWING PAGE
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LAW OFFICES OF
ALSO ADMITTED IN
ERIC I. MICHELMAN
NEW YORK AND
2301 DUPONT DRIVE, SUITE 530
MASSACHUSETTS
IRVINE, CALIFORNIA 92612

(949) 553-1800
FACSIMILE (949) 553-1880
December 17, 2014
Katie Stebbins, Chairperson

Benjamin Swan Jr., Vice Chair
Gloria DeFillipo (Clerk)
Jennifer McQuade
Rico Daniele
Leo Florian
Chris Cignoli
Rosemary Morin
Springfield Planning Board
Office of Planning & Economic Development
70 Tapley Street
Springfield, Massachusetts 01104
Re: OBJECTION TO APPLICATION FOR ZONING CHANGE

- Casino Overlay District
- Applicant: Blue Tarp reDevelopment LLC/
MGM Springfield reDevelopment, LLC
Gentlemen/Ladies:
The undersigned represents the owners of the Property identified as Parcel
#14 on Exhibit H (the Project Site Parcel Map) to the MGM
Springfield Host Community Agreement dated May, 2013 (a copy of which
is attached hereto as Exhibit A).
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Attn: MEPA Office
December 22, 2014
Page 16
The common address of Parcel #14 is 1317-1343 East Columbus Ave. and
90 Howard Street, Springfield, Massachusetts (hereinafter, Parcel #14).
Parcel #14 contains a building with uses including both commercial offices
and residential dwellings.
Please accept this letter as a formal Objection to the Application (the
Application) for a Zoning Change submitted by Blue Tarp
reDevelopment LLC/ MGM Springfield reDevelopment, LLC (collectively,
MGM-Springfield).
I.
SUMMARY OF OBJECTION
Contrary to Applicants Site Parcel Map (Exhibit A hereto) which is

incorporated into the Host Community Agreement with the City of
Springfield, Applicant has eliminated Parcel #14 from the proposed Casino
Overlay District and eliminated a 12 foot wide acceleration and
deceleration lane on East Columbus Avenue at the primary ingress and
egress points to the Casino Project, which will result in:
(i)
Severe impact to traffic flow, causing hazardous congestion from an

ill-conceived traffic flow plan at the primary points of ingress and
egress to the Casino Project on East Columbus Avenue between
Bliss Street and Howard Street and southerly along East Columbus
Avenue, contrary to that which was planned and agreed to by
Applicant and Applicants traffic expert (TEC) with the City of
Springfield, thereby creating great risk to the publics health, safety
and welfare;
(ii) Applicant effectively seeking to shift the cost and burden to the
Taxpayers of the City of Springfield and the Commonwealth of
Massachusetts of an estimated multi-million dollar mitigation
expense to alleviate the traffic congestion created by the elimination
of Parcel #14 from the Project Site Map and the Casino Overlay
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Attn: MEPA Office
December 22, 2014
Page 17
District, and the Applicants unilateral decision to eliminate its

agreement and obligation to honor its traffic mitigation plan on East
Columbus Avenue between Howard Street and Bliss Street, as set
forth in the Host Community Agreement and Gaming Establishment
License Award from the Massachusetts Gaming Commission (the
Gaming License);
(iii) Substantial burden, impact, and destruction of quality of life, on the
businesses, employees, patrons and residents and their guests,
occupying the sole building located on Parcel #14, which is located
on East Columbus Avenue immediately between Howard St. and
Bliss St., the primary ingress and egress roads to the Casino Project
and parking structure, and the elimination of handicap access and
parking at Parcel #14, and the elimination of access to effective
public services; and
(iv) Inverse condemnation (a de facto taking) of Parcel #14, for which
the Taxpayers of the City of Springfield will be liable if the City of
Springfield approves the Casino Overlay District, as depicted in the
subject Application.
II.
OBJECTION TO THE CASINO OVERLAY DISTRICT AS
DEPICTED.
Parcel #14 is located at the northeast corner of East Columbus
Avenue and Howard Street in Springfield, and is, and has been, included in
the MGM-Springfield Casino Project Site Parcel Map (Exhibit A hereto)
which is a part of and incorporated into the Host Community Agreement
since the Agreements inception.
Notwithstanding Parcel 14s inclusion in the Project Site Parcel
Map, it is excised by the Applicant from the proposed Casino Overlay
District (COD), as depicted on the reverse side of the Notice of Zone
Change (undated) (a copy of which is attached as Exhibit B) (the
Excision).
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Attn: MEPA Office
December 22, 2014
Page 18
The consequence of the Excision of Parcel #14 from the COD is a

breach of the Host Community Agreement, a breach of the Gaming
License, and a breach of the Applicants promises and representations to
the City of Springfield and its citizens, and to the citizens of the
Commonwealth of Massachusetts, that Applicant, at its cost and expense,
would mitigate the adverse impact of its private for-profit development to
ensure the health, safety and welfare of the public.
The adverse impact from the Excision is evidenced by an illconceived, flawed, extremely dangerous and, moreover, unapproved
redesign of the ingress and egress roadway (East Columbus Ave.) which
immediately leads to the entrance, and immediately flows from the exit, of
the Casino Project at Howard St. and Bliss St., both of which surround
Parcel #14.1 (See Exhibit C (Figure 3-19), a copy of which is attached
hereto). The portion of the East Columbus roadway at issue runs along the
entire length of the frontage of Parcel #14. Its curb is approximately 10
feet from the entire length of the front of the building situated on Parcel
#14.
The consequence of the Excision of Parcel #14 from the COD and
the redesign of the roadway creates:
(i) An extreme danger to the health, safety and welfare of the
residential and business occupants of the improvement situated on
Parcel #14, as well as those persons patronizing, visiting, and
servicing such occupants, including commercial, governmental, and
emergency personnel and equipment (as described in detail below);
(ii) An extreme danger to the health, safety and welfare of the
traveling public and pedestrians in the vicinity of, and specifically in
front of, Parcel #14 (as described in detail below); and
(iii) The destruction of the economic welfare of the
businesses located at Parcel #14.
1
The redesign is revealed by the Applicant in its proposed Final Environmental Impact Report submitted to the
Massachusetts Environmental Protection Agency (MEPA) on or about November 17, 2014 (EEA #15033).
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Attn: MEPA Office
December 22, 2014
Page 19
III.
SPRINGFIELD ZONING ORDINANCE SECTION 8.5

MANDATES REJECTION OF THE APPLICATION FOR
THE CASINO OVERLAY DISTRICT AS DEPICTED.
Article 8, Section 8.5.10 of the Springfield Zoning Ordinance specifically

sets forth the purpose of the City of Springfield COD zoning regulations, in
part, as follows:
These regulations are designed to ensure that casinos and
casino complexes contribute positively to the built
environment while simultaneously ensuring effective
public services and a high quality of life for nearby
businesses, institutions and residents. (emphasis added).
The inclusion of any language in a regulation describing the purpose
of such regulation, such as that set forth in Section 8.5.10, highlights and
emphasizes the legislative intent, and mandates that the practice under the
regulation strictly comport with such intent.
Therefore, according to Section 8.5.10, it is of critical importance as
a matter of law, for the City of Springfield, when deciding whether to grant
a zoning change in the nature of a Casino Overlay District, that the
surrounding built enviro,nment (meaning those pre-existing surrounding
buildings, areas and improvements) be positively impacted by the casino
complex. Furthermore, it is also of critical importance that the Citys
analysis find that the casino complex ensures, not only public services, but
that they be effective public services, and ensures not only a quality of life
for nearby businesses and residents, but that such quality of life be a high
quality of life.
The standard for MGM is high. Figurative corners are not to be cut.
Private enterprise is self-serving. To accomplish its ends, private enterprise
many times can be shrewd, clever, and intoxicating to those receiving
promises. Benefits for the community from private enterprise is a welcome
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Attn: MEPA Office
December 22, 2014
Page 20
by-product, but it is incumbent upon our public officials to protect the

community from adverse consequences caused by the actions of private
enterprise however derived, be it financial pressure, desire, or otherwise.
As detailed below, the COD Application of the private enterprise
known as MGM-Springfield, has cut a large corner by the Excision of
Parcel #14 solely in the pursuit of its pecuniary gain. Additionally, MGMSpringfield has caused a tremendous risk to the health, safety and welfare
of the public, and at a substantial cost and burden to the built environment
upon which it seeks to impose.
IV.
THE EXCISION OF PARCEL #14 AND THE ILLCONCEIVED, FLAWED, EXTREMELY DANGEROUS AND
UNAPPROVED REDESIGN OF THE PRMARY INGRESS
AND EGRESS ROADWAY TO THE CASINO COMPLEX
VIOLATES SPRINGFIELDS ZONING ORDINANCE
ARTICLE 8, SECTION 8.5.
Attached as Exhibit C, is the new site plan for the Casino Project,
designated Figure 3-19, as submitted by the Applicant to the Massachusetts
Environmental Protection Agency (MEPA), as part of its proposed Final
Environmental Impact Report. (See Footnote #1 above). The relevant
locations of East Columbus Avenue, Howard Street and Bliss Street are
labeled at the bottom of Exhibit C.
A. FACTS REGARDING PARCEL #14.

Parcel #14 is located on East Columbus Avenue at the north corner of
East Columbus Avenue and Howard Street. The building situated on Parcel
#14 occupies virtually the entire Parcel. The building frontage along East
Columbus Avenue is approximately 145 feet and has a depth of
approximately 35 feet. (See Exhibit D, Figures 1 and 2.) The eastern
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Attn: MEPA Office
December 22, 2014
Page 21
boundary of Parcel #14 is common to the proposed Casino Overlay District

as depicted on the reverse side of the Notice of Zone Change (Exhibit
B). Directly across East Columbus Avenue from Parcel #14 is a 30-50
foot retaining wall structurally supporting Interstate 91. (See Exhibit D,
Figure 3).
The building situated on Parcel#14 is two stories tall, was built
almost a century ago, and its southwestern corner (corner of East Columbus
Ave. and Howard Street) is set back approximately ten feet from the curb at
East Columbus Avenue and Howard Street. (See Exhibit D, Figures
1,2,3 and 6.)
The southern half of the ground floor of the building contains the
Burstein Law Offices. The northern half of the ground floor of the building
contains the Michelman Law Offices. The second floor contains five
apartments with windows on all sides of the building, and porches facing
East toward the proposed casino Central Plant, and multi-level parking
structure. At the north end of the building on the ground floor there are two
doors accessed by a sidewalk adjacent to the building which leads to East
Columbus Ave. (See Exhibit D, Figures 2,3 and 6.)
Clients, residents, employees and professionals regularly visit Parcel
#14 through entrances on East Columbus Avenue and Howard Street.
Deliveries of mail and packages and other services are made regularly at
Parcel #14 with service vehicle access at the front and side of Parcel #14 at
both East Columbus Avenue and Howard Street.
B.
TRAFFIC FLOW SURROUNDING PARCEL #14 AT EAST

COLUMBUS AVENUE, HOWARD STREET AND BLISS ST.
According to the original plans of MGM-Springfield, Howard Street

will be closed as a two lane throughway from East Columbus Avenue to
Main Street, and will be converted as an exclusive exit roadway to East
Columbus Avenue for the approximate 4,000 car parking structure to be
constructed to the east, and behind, Parcel #14. Vehicles departing from
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Attn: MEPA Office
December 22, 2014
Page 22
the parking structure proceed west on Howard Street and must turn right
from Howard Street on to East Columbus Avenue and proceed northbound,
as East Columbus Avenue is a one-way northbound frontage road. (See
Exhibit E-2 attached hereto excerpts of the Traffic Impact and Access
Study MGM Springfield TEC, Inc. (Dec. 17, 2012) as referenced in
Exhibit E to the Host Community Agreement).
North of Howard Street, East Columbus Avenue serves as a one-way
feeder to both northbound and southbound Interstate 91, the government
center of Springfield, and points west across the Connecticut River. South
of Howard Street, East Columbus Avenue is a local northbound frontage
road which serves local traffic, as well as, northbound vehicles exiting
Interstate 91. It also serves southbound vehicles exiting Interstate 91, which
seek to return northbound in order to access either downtown of
Springfield, or return northbound on Interstate 91.
According to the plans of MGM-Springfield, the one-way, two lane
East Columbus Avenue will also serve as a primary distributor roadway
for entering and exiting the casino and hotel Project, including the Parking
Structure. (See Exhibit E-2 attached hereto).
The entrance to the MGM-Springfield Casino is at East Columbus
Avenue at Bliss Street, is located approximately 115 feet from the northern
corner of Parcel #14 (a distance just slightly longer than from home plate to
first base in Bostons Fenway Park, or approximately seven car lengths).
With the proposed Casino Project, the traffic flow entering and
exiting the Casino will be circular, running clockwise, with cars entering
the Project at Bliss Street, turning right into the parking structure, then
exiting on Howard Street and turning right again, around and in front of,
Parcel #14.
The entire frontage of Parcel #14 on East Columbus Avenue will
suffer from three concurrent traffic flows: (i) from vehicles traveling
northbound on East Columbus Avenue and seeking to enter the Casino
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Attn: MEPA Office
December 22, 2014
Page 23
Project, (ii) from vehicles entering East Columbus Avenue at the Howard
Street exit of the Parking structure, and (iii) from regular northbound traffic
on East Columbus Avenue seeking to access either northbound Interstate
91, the downtown area of Springfield, to travel across the Connecticut
River to points west, or travel west under Interstate 91 to proceed
southbound. (See Exhibit D, Figures 7 and 8.)
C.
TRAFFIC HAZARDS SURROUNDING PARCEL #14
The net effect of the three-sourced, combined, circular traffic flow

surrounding and squeezing past Parcel #14 is that East Columbus Avenue
at Howard Street will be the mouth of a traffic funnel feeding a bottleneck
with (i) ingressing vehicles seeking to quickly maneuver to the right while
decelerating, (ii) egressing vehicles seeking to quickly maneuver to the left
while accelerating, and (iii) northbound vehicles simply trying to speed
through the criss-crossing traffic to avoid collisions and continue
northbound. (See Exhibit D, Figures 7 and 8.)
Given the extremely narrow set-back of Parcel #14s two-story building at
Columbus Avenue and particularly at Howard Street, vehicles departing
from Howard Street onto northbound East Columbus Avenue suffer
impaired visibility and blind spots to determine whether vehicles already
north of Howard Street are moving, maneuvering or are stopped, as well as
pedestrians crossing Howard Street southbound. (See Exhibit D, Figure
5). With the anticipated substantial increase in traffic on East Columbus
Avenue both at high speeds and seeking ingress at Bliss Street immediately
to the north of Parcel #14, and egress from Howard Street at the southern
border of Parcel #14, the density of vehicles will create a substantial hazard
of an exponential increase of vehicle collisions with each other, and also
into Parcel #14 building both at its Howard St. corner, and broadside on
East Columbus Ave., severely endangering the lives of the lawyers, clients,
and office personnel on the first floor, and residents and their guests on the
second floor. (See Exhibit D, Figures 7 and 8.)
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Attn: MEPA Office
December 22, 2014
Page 24
D.
THE ABORTED TRAFFIC MITIGATION PLAN AT PARCEL

#14 WILL RESULT IN SEVERE TRAFFIC RISKS TO
HEALTH AND SAFETY AT EAST COLUMBUS AVENUE
BETWEEN HOWARD STREET AND BLISS STREET, AND
SEVERELY BURDEN AND EFFECTIVELY CONDEMN
PARCEL #14, THEREBY SUBSTANTIALLY INTERFERING
WITH THE USE OF PARCEL #14, AND ELIMINATING ANY
QUALITY OF LIFE FOR THE OCCUPANTS OF PARCEL
#14, AND WILL CONSTITUTE THE INVERSE
CONDEMNATION OF PARCEL #14.
MGM-Springfield and their traffic impact experts (TEC, Inc.,

Lawrence MA) (See excerpts of the TEC Impact and Access Study,
Exhibit E), the City of Springfield (See the Host Community
Agreement, Exhibit E, Section 1), the Massachusetts Department of
Transportation (See TEC Meeting Notes, Exhibit F attached hereto) and
The Massachusetts Gaming Commission (See, comments of Commission
Bruce Stebbins and Gaming Commission Traffic Expert Wing Wong,
Exhibit G, p.125, ln.23 through p.127, ln.14), among others, all
recognize the peril of merging traffic traveling on East Columbus Avenue
resulting from vehicles entering East Columbus Avenue from the Howard
Street parking structure exit, and vehicles seeking to turn into the Bliss
Street entrance to the Casino and parking structure.
It was agreed upon by such parties that to mitigate the risk of injury
and to promote the safety of motorists, passengers and pedestrians, MGMSpringfield would construct a 12 foot shoulder along East Columbus
Avenue, between Howard Street and Bliss Street to allow for acceleration
and deceleration maneuvers associated with garage access, as well as
improving the corner radii between East Columbus Avenue and Bliss Street
to more efficiently process patron traffic entering and exiting the self park
garage. (TEC p.36).
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Attn: MEPA Office
December 22, 2014
Page 25
MGM-Springfield appeared to honor this commitment to mitigate

the East Columbus Avenue road hazard by entering into a purchase contract
in March, 2012 for Parcel #14, which would allow the relocation of the
occupants of the Parcel #14 building, and presumably, the destruction of
the building located on Parcel #14, and the construction of the 12 foot wide
shoulder for acceleration and deceleration maneuvers. The commitment to
mitigate all aspects of the East Columbus traffic safety issue likely has an
estimated cost in the range of multi-million dollars. MGM represented to
the City of Springfield in the Host Community Agreement dated and signed
on May 14, 2013, that it controlled the rights to Parcel #14, undoubtedly for
that purpose.
MGM-Springfield however, for reasons never disclosed, elected not
to close the purchase and sale of Parcel #14 in February, 2014, as agreed in
their purchase contract.
If the COD is approved as depicted with the Excision of Parcel #14,
then Parcel #14 will, in addition to the traffic risks, be additionally
burdened by:
(i)
The elimination of street and handicap access and parking
serving Parcel #14;
(ii)
Making pedestrian access and movement more difficult and
risky to the health, safety and welfare of such pedestrians including
those seeking to access to Parcel #14;
(iii) The exponential increase in noise, vibration and dust during
construction, and more permanently from the increased traffic flow
which will impair the normal business operations in the first floor
offices of Parcel #14, the quiet enjoyment of all occupants of the
building, and rapid depreciation of the structural integrity of the
building itself.
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Attn: MEPA Office
December 22, 2014
Page 26
The net effect of the proposed COD with the Excision of Parcel #14 is
glaring: the MGM Casino complex will damage, rather than contribute
positively to the built environment at Parcel #14, as well as adversely
affect the traveling, commuting, and touring public at East Columbus
Avenue between Howard Street and Bliss St. Additionally, the COD as
depicted, will effectively destroy any public services to Parcel #14, and will
destroy rather than ensure, a high quality of life for the businesses and
residents of Parcel #14.
Moreover, the impact of the proposed COD, if approved, given the
revised site plan of the Applicant, will constitute such a substantial
interference with the use and enjoyment of private property (i.e. Parcel#14),
it will, under law, constitute a taking under the United States Constitution,
and Massachusetts General Law ch.79, Section 10 (Inverse Condemnation).
The Fifth Amendment to the United States
Constitution, made applicable to the States through the
Fourteenth Amendment, provides that private property
shall not "be taken for public use, without just
compensation." This protection is "designed to bar
Government from forcing some people alone to bear
public burdens which, in all fairness and justice,
should be borne by the public as a whole." [citing],
Armstrong v. United States, 364 U.S. 40, 49, 80 S. Ct.
1563, 4 L. Ed. 2d 1554 (1960).
Giovanella v. Conservation Comm'n, 447 Mass. 720,
724, 857 N.E.2d 451, 455, 2006 .
In effect, the actions of MGM-Springfield by virtue of its
Application and the Excision of Parcel #14, if not scrutinized and rejected,
will result in the owners of Parcel #14 losing such substantial rights to its
property, including the right to quiet enjoyment, that its use will be
impossible, forcing inverse condemnation litigation and ultimately leading
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Attn: MEPA Office
December 22, 2014
Page 27
to the Taxpayers of the City of Springfield and the Commonwealth of

Massachusetts to pay for the multi-million dollar traffic mitigation which
MGM-Springfield agreed to mitigate at its costs under the terms of the Host
Community Agreement, as well as the most recently awarded Gaming
License.
E.
MGMS APPARENT PLAN IS TO HAVE THE TAXPAYERS

OF SPRINGFIELD AND THE COMMONWEATLH PAY
MILLIONS OF DOLLARS FOR MGMS TRAFFIC AND
SAFETY MITIGATION OBLIGATIONS.
MGM-Springfield is, and has always been, irrefutably aware of the

adverse impact of the immense traffic congestion that will occur on East
Columbus Avenue at Parcel #14. Notwithstanding its contractual right to
do so with the owners of Parcel #14, MGM-Springfield elected not
purchase Parcel #14 at the agreed February 2014, Closing Date. Its
decision not to consummate the purchase was made under the shadow of a
statement of its agent, who implied that MGM-Springfield need not
consummate the purchase because the City of Springfield would cause the
City of Springfield to take Parcel #14 by means of eminent domain,
presumably with the Taxpayers of Springfield and/or the Commonwealth
funding a so called public taking. While the factual accuracy of such
statement has yet to verified, the gravity of the comment must be taken
seriously. Without any other reason given, MGM never again made any
effort to re-obtain its rights to Parcel #14 (as it has represented in the Host
Community Agreement to the City of Springfield and the Massachusetts
Gaming Commission), even after the failure of the public referendum to
repeal the casino law, and multiple approaches by the owners of Parcel #14
to reignite talks for the sale of Parcel #14. One can surmise that MGM
may have a plan to create such traffic congestion that the City of
Springfield will have no choice but to condemn and take Parcel #14 by
eminent domain, which would be paid for by the Taxpayers. If such is true,
it is a clever, but disingenuous plan made in bad faith. The City of
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Attn: MEPA Office
December 22, 2014
Page 28
Springfield cannot dismiss this possible scenario given the financial

incentives that likely exist for MGM-Springfield to build its private sector,
for-profit, MGM Casino Project under budget, and pass the cost of
mitigation on to the Taxpayers.
The possibility of this undisclosed plan is supported by the evidence:
First, MGM submitted its proposed Final Environmental Impact
Report (FEIR See Footnote 1 above) on or about November 17, 2014
with the MEPA and stated in Section 1.3 at page 1-1 that the Changes in
the Project since the Filing of the DEIR consisted of only one item: [T]he
gas station and convenience store, previously [planned to be] located on Lot
14, have been removed from the MGM-Springfield Project.
Second, MGM appears to have attempted to further mislead the
Commonwealth, the City of Springfield and the public, by virtue of burying
two salient sentences in its 767 page FEIR at Section 3.6.1 (page 3-50),
stating that it has chosen to eliminate the critical off-site improvement it
committed to in its DEIR. MGM-Springfield continued giving short shrift
to its most critical traffic mitigation obligation of the entire Casino Project,
when it superficially dismissed its commitment. It stated:
The DEIR depicted off-site improvements along East
Columbus Avenue adjacent to the MGM Springfield site,
including widening of East Columbus Avenue between
Howard Street and Bliss Street to provide a 12-foot turn
lane for MGM Springfield traffic. As the Proponent no
longer controls the rights to a portion of the private
property along East Columbus Avenue between Bliss
Street and Howard Street, the proposed 12-foot
acceleration and deceleration lane has been eliminated as
a proposed mitigation measure. (emphasis added).
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Attn: MEPA Office
December 22, 2014
Page 29
However, what MGM-Springfield fails to disclose to the public in its

proposed FEIR, is that the proposed 12-foot acceleration and deceleration
lane was to run the full length from Howard Street to Bliss Street, that the
building on Parcel #14 is now to remain as a visual obstruction to egressing
traffic into a high volume East Columbus Avenue, and that the occupants of
Parcel #14 would lose substantial property and health and safety rights, and
substantially eliminate their quality of life as a result of the encroachment
of MGM-Springfield.
The proposed FEIR materially contradicts the Traffic Impact and
Access Study dated December 17, 2012 (the TIAS) prepared by TEC,
Inc. for MGM Resorts International Global Gaming Development, LLC (a
copy of which is attached hereto as Exhibit H) as presented to both the
City of Springfield and the Massachusetts Department of Transportation,
which together, have shared jurisdiction of East Columbus Avenue. (TIAS,
p.36).
The proposed FEIR is materially inconsistent with the understanding
of the Massachusetts Gaming Commissioners Gayle Cameron and Bruce
W. Stebbins, and of Green International (the traffic experts engaged by the
Massachusetts Gaming Commission) with respect to the safety and welfare
mitigation plan of MGM-Springfield, as presented in the Public Meeting of
the Massachusetts Gaming Commission on June 10, 2014 in Springfield
Massachusetts (Public Meeting #123, Volume I (p.m. session) June 10,
2014 at p.85, lns 8-11; p.97, lns. 17-19; pp.125-127, lns 23-14, a copy of
which is attached hereto as Exhibit G). The FEIR is also materially
inconsistent with the July 21, 2014 Meeting Notes of MGM-Springfields
traffic expert, TEC, Inc. which memorialized discussions between the
Massachusetts Department of Transportation and MGM-Springfields
development agent, Davenport, regarding the traffic improvements on East
Columbus Avenue, particularly in light of the fact that Davenport was fully
aware that MGM-Springfield did not control Parcel #14 at that time. (See
Exhibit H attached hereto).
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Attn: MEPA Office
December 22, 2014
Page 30
F.
MGMs ACTIONS APPEAR DISINGENUOUS, AND MGM

DOES NOT MEET THE STANDARDS OF THE ZONING
REGULATIONS.
MGM-Springfields disclosure to the public in its proposed FEIR

appears to be misleading and possibly a deception to the City of Springfield
and its Taxpayers and to the Massachusetts Department of Transportation.
During the period after defaulting on the purchase of Parcel #14 in
February, 2014, and prior to its submission of the proposed FEIR (which
occurred after the Referendum vote to repeal the casino law), MGMSpringfield appears to have made no attempt to publicly inform the Mayor
of Springfield, the Springfield City Council, the Springfield Planning
Board, the Massachusetts Gaming Commission, or the Public that it
terminated its previously disclosed and approved plans to mitigate, at
MGMs cost, the traffic impact at East Columbus Avenue by constructing a
12 foot wide acceleration and deceleration lane between Howard St. and
Bliss St. Nor, did MGM publicly disclose that its new plan significantly
impacts their proposed traffic and safety plan, upon which the voters of the
Commonwealth based, in part, of their decision to allow MGM-Springfield
to operate in Springfield.
MGM-Springfield, by its own submission of the depicted Casino
Overlay District, has simply tried to sweep its obligation of traffic and
safety mitigation under the proverbial carpet by the Excision of Parcel #14
from the Project Site.
There is no question that traffic mitigation on East Columbus
Avenue between Howard Street and Bliss Street is mandatory and a
priority for public health, safety, and welfare. MGM-Springfield is acutely
aware of this fact from all the studies, disclosures, and discussions.
Moreover, MGM-Springfield fully admits in its proposed FEIR that East
Columbus Avenue serves as [a] high speed one-wayfrontage roadway
for I-91 through Downtown Springfield [and is] anticipated to serve as
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Attn: MEPA Office
December 22, 2014
Page 31
[a] primary distributor roadway for entering and exiting the casino and
hotel Project. (FEIR Section 3.6.6 at p.3-79).
Apparently, MGM-Springfield believes that it can be shrewd, clever
and use its aura to intoxicate the public solely to foist this mandatory multimillion dollar mitigation cost on the backs of the Taxpayers of Springfield
at some future date, presumably only after accident, death and carnage,
solely to eliminate this cost from its development budget. MGMSpringfield is not acting as a good steward to the citizens of the City of
Springfield and the citizens of the Commonwealth by walking away from
its commitments to mitigation of the impact of the increased traffic dangers
to the public generated by its private purpose activities.
V.
CONCLUSION
The law requires that MGMs Casino Project contribute positively to

the built environment, ensure effective public services including safe
roadways leading to and from its Project, and ensure a high quality of life
for nearby businesses and residents. MGM promised to the City of
Springfield it would comply with this law. Its current plan fails to honor
that promise. Its current plan only serves its own interests and isolates and
burdens Parcel #14 by creating and increasing hazards to personal safety,
noise, vibration, and substantially obstructing the quality of life, and the
right to quiet enjoyment, and likely resulting in inverse condemnation
litigation.
Until such time that MGM meets the conditions which satisfies its
traffic mitigation obligations at East Columbus Ave. at and around Parcel
#14 including, but not limited to, the widening of East Columbus Avenue
between Howard Street and Bliss Street with a 12-foot acceleration and
deceleration lane at its sole cost and expense, and ensure a high quality of
31

Attn: MEPA Office
December 22, 2014
Page 32
life at Parcel #14, and to ensure that MGM-Springfield contributes

positively to Parcel #14, the Application for the rezoning of the depicted
area to a Casino Overlay District must be DENIED.
Respectfully submitted,
Eric I. Michelman
Attachments
32
EXHIBIT "A"
EXHIBIT "B"
EXHIBIT C
See FIGURE 3-19 of the FEIR

(MGM Springfield EEA #15033)
(located on page 3-55 of the FEIR)
EXHIBIT "C"
EXHIBIT "D" Figure 1
HOST COMMUNITY AGREEMENT

BY AND BETWEEN
CITY OF SPRINGFIELD, MASSACHUSETTS
AND
BLUE TARP REDEVELOPMENT, LLC
EXHIBIT "E-1"
TABLE OF CONTENTS
Page
1. Definitions. ............................................................................................................................... 2
2. General Provisions ................................................................................................................ 12
2.1
Findings................................................................................................................ 12
2.2
Developers Rights .............................................................................................. 12
2.3
Closing Conditions .............................................................................................. 13
2.4
Term ..................................................................................................................... 14
3. Project .................................................................................................................................... 14
3.1
Performance of Work ......................................................................................... 15
3.2
Duty to Complete; Commencement of Operations .......................................... 15
3.3
Project Operations .............................................................................................. 15
3.4
Casino Liaison Office; Community Advisory Committee .............................. 16
3.5
Property Tax Matters ......................................................................................... 17
4. Other Obligations of Developer ........................................................................................... 18
4.1
Community Impact Payments ........................................................................... 18
4.2
Community Development Grants ...................................................................... 19
4.3
Additional Commitments ................................................................................... 19
4.4
Payment of Development Process Cost Fees .................................................... 20
4.5
Radius Restriction ............................................................................................... 20
4.6
Statutory Basis for Fees; Default Rate .............................................................. 21
4.7
Notice of Agreement ........................................................................................... 22
4.8
Financing ............................................................................................................. 22
4.9
Closing Deliveries ................................................................................................ 24
4.10 Land Use .............................................................................................................. 24
4.11 Health Impact Assessment ................................................................................. 24
4.12 Purchase of Slot Machines ................................................................................. 24
4.13 State Lottery Matters ......................................................................................... 24
5. Representations and Warranties ......................................................................................... 24
5.1
Representations and Warranties of Developer ................................................ 24
5.2
Representations and Warranties of the City .................................................... 25
6. Covenants............................................................................................................................... 26
6.1
Affirmative Covenants of Developer ................................................................. 26
6.2
RFA-2 Response .................................................................................................. 29
6.3
Negative Covenants of Developer ...................................................................... 29
6.4
Confidentiality of Deliveries............................................................................... 30
7. Default .................................................................................................................................... 30
7.1
Events of Default ................................................................................................. 30
7.2
Remedies .............................................................................................................. 32
7.3
Termination ......................................................................................................... 32
i
EXHIBIT "E-1"
7.4
Liquidated Damages ........................................................................................... 33
8. Transfers ................................................................................................................................ 34
8.1
Transfer of Agreement ....................................................................................... 34
8.2
Transfer of Ownership Interest ......................................................................... 34
9. Insurance ............................................................................................................................... 35
9.1
Maintain Insurance............................................................................................. 35
9.2
Form of Insurance and Insurers ........................................................................ 35
9.3
Insurance Notice.................................................................................................. 35
9.4
Keep in Good Standing....................................................................................... 36
9.5
Blanket Policies ................................................................................................... 36
10. Damage and Destruction ...................................................................................................... 36
10.1 Damage or Destruction ....................................................................................... 36
10.2 Use of Insurance Proceeds.................................................................................. 37
10.3 No Termination ................................................................................................... 37
10.4 Condemnation ..................................................................................................... 37
11. Indemnification ..................................................................................................................... 38
11.1 Indemnification by Developer ............................................................................ 38
12. Force Majeure ....................................................................................................................... 40
12.1 Definition of Force Majeure ............................................................................... 40
12.2 Notice .................................................................................................................... 41
12.3 Excuse of Performance ....................................................................................... 41
13. Miscellaneous......................................................................................................................... 41
13.1 Notices .................................................................................................................. 41
13.2 Non-Action or Failure to Observe Provisions of this Agreement ................... 42
13.3 Applicable Law and Construction ..................................................................... 42
13.4 Submission to Jurisdiction; Service of Process ................................................ 42
13.5 Complete Agreement .......................................................................................... 43
13.6 Holidays ............................................................................................................... 43
13.7 Exhibits ................................................................................................................ 43
13.8 No Joint Venture ................................................................................................. 43
13.9 City Approvals .................................................................................................... 43
13.10 Unlawful Provisions Deemed Stricken .............................................................. 44
13.11 No Liability for Approvals and Inspections ..................................................... 44
13.12 Time of the Essence ............................................................................................. 44
13.13 Captions ............................................................................................................... 45
13.14 Arbitration ........................................................................................................... 45
13.15 Amendments ........................................................................................................ 46
13.16 Compliance .......................................................................................................... 47
13.17 Table of Contents ................................................................................................ 47
13.18 Number and Gender ........................................................................................... 47
13.19 Third Party Beneficiary ..................................................................................... 47
ii
EXHIBIT "E-1"
13.20
13.21
13.22
13.23
13.24
13.25
13.26
Cost of Investigation ........................................................................................... 47

Further Assurances ............................................................................................. 47
Estoppel Certificates ........................................................................................... 47
Counterparts ....................................................................................................... 47
Deliveries to the City ........................................................................................... 47
Exclusivity............................................................................................................ 48
Non-Survival Upon Termination Under Certain Provisions .......................... 48
EXHIBIT A
EXHIBIT B
A-1
B-1
COMMUNITY IMPACT PAYMENTS

BUSINESS OPERATIONS AND MARKETING
OBLIGATIONS
EXHIBIT C EMPLOYMENT, WORKFORCE DEVELOPMENT
AND OPPORTUNITIES FOR LOCAL BUSINESS
OWNERS
EXHIBIT D OBLIGATIONS TO MITIGATE POTENTIAL
IMPACTS ON SURROUNDING COMMUNITIES
EXHIBIT E OTHER OBLIGATIONS OF DEVELOPER
EXHIBIT F COMMUNITY DEVELOPMENT FUND
EXHIBIT G PROJECT AND PROJECT DESCRIPTION
EXHIBIT H PROJECT SITE
EXHIBIT I
CONCEPT DESIGN DOCUMENTS
EXHIBIT J FORM OF PARENT COMPANY TRANSFER
RESTRICTION AGREEMENT
EXHIBIT K FORM OF RESTRICTED OWNER TRANSFER
EXHIBIT L FORM OF GUARANTY AND KEEPWELL
AGREEMENT
EXHIBIT M FORM OF CLOSING CERTIFICATE
EXHIBIT N FORM OF RELEASE
EXHIBIT O TYPES AND AMOUNTS OF INSURANCE
EXHIBIT P FORM OF ESTOPPEL CERTIFICATE
EXHIBIT Q FORM OF PARENT COMPANY RADIUS
EXHIBIT R FORM OF RESTRICTED PARTY RADIUS
EXHIBIT S FORM OF NOTICE OF AGREEMENT
EXHIBIT T TAX AFFIDAVIT
EXHIBIT U SECTION 6A AGREEMENT
C-1
D-1
E-1
F-1
G-1
H-1
I-1
J-1
K-1
L-1
M-1
N-1
O-1
P-1
Q-1
R-1
S-1
T-1
U-1
iii
EXHIBIT "E-1"
EXHIBIT "E-1"
Pages 2 through 48 Intentionally Omitted
(Complete copy of the Host Community

Agreement is located at Exhibit K)
EXHIBIT "E-1"
EXHIBIT "E-1"
EXHIBIT "E-1"
EXHIBIT E
OTHER OBLIGATIONS OF DEVELOPER
1.
Traffic Improvements
The Developer shall implement or fully fund, as applicable, on a timely basis according
to a schedule agreed to by the City and not later than the Construction Completion Date the
mitigation improvements described in the TEC traffic study, dated December 17, 2012, that the
Developer provided to the City with its responses to the RFQ/P, including without limitation the
infrastructure improvements described under the caption Traffic in Exhibit 8(b) of the
Developers response to Phase II of the RFQ/P.
2.
Union Station
(a)
Developer shall lease and occupy not less than 44,000 square feet of commercial
real estate at Union Station, street address 66 Lyman Street, Springfield, Massachusetts, from the
Springfield Redevelopment Authority (the SRA) for uses relating to the Project at a rent and
on terms mutually agreeable to the SRA and Developer acting in good faith, taking into account
the anticipated Construction Completion Date. Further, Developer shall invest approximately
Six Million Seven Hundred Fifty Thousand Dollars ($6,570,000) to build out and improve such
facility no later than the Construction Completion Date. In the event the parties are unable to
reach such mutually agreeable terms by July 1, 2014, then Paragraph 2(b) below shall take effect.
(b)
In order to assist in the underwriting of bond financing for the Union Station
development and in lieu of Developers obligations in Paragraph 2(a) above, the SRA shall have
the right to require that Developer shall enter into an agreement with the SRA to make fifteen
(15) annual payments to the SRA of Five Hundred Thousand Dollars ($500,000) each, with the
first such annual payment commencing not later than one (1) year prior to the Construction
Completion Date and on each anniversary date thereof until fully paid.
3.
Riverfront Park
Not later than one (1) year prior to the Construction Completion Date, the Developer
shall provide the City with a grant of One Million Dollars ($1,000,000) to be used by the City to
fund improvements at Riverfront Park.
4.
DaVinci Park
Developer shall work cooperatively with the City to design and construct improvements
to DaVinci Park at Developers sole cost, which improvements may include a topiary garden or
other landscaping features which will enhance the park for the enjoyment of the Citys residents.
Prior to the Operations Commencement Date, the Developer at its sole cost shall relocate the
playground equipment located at DaVinci Park to another location chosen by the City.
Following the installation of the improvements to DaVinci Park, Developer shall be responsible
for the cost of maintaining DaVinci Park according to a maintenance schedule mutually
agreeable to the City and Developer.
E-1
EXHIBIT "E-1" (Host Commnty Agr. Ex. E)
5.
Skating Rink
Developer shall design, install and maintain an outdoor skating rink for public use during
the winter season to be located on the Project Site. The Developer may charge a reasonable fee
for use of such facility. Such facility shall begin operating during the first winter season
immediately following Operations Commencement and shall continue operating the rink each
winter season for at least the first five (5) years following Operations Commencement.
6.
Public Trolley
During the Term, the Pioneer Valley Transit Authority, with financial support from
Developer (initial capital funding for up to two trolleys and subsidies for operating costs of the
trolley, to the extent not covered by revenues), shall operate a fare-based public trolley system
throughout the Downtown area of the City, including service that regularly connects at least the
following destinations with reasonable intermediate stops convenient to local businesses,
accommodations, public transportation and civic institutions: the Project, the Basketball Hall of
Fame, the MassMutual Center and Arena, the Quadrangle, Union Station, Riverfront Park,
Symphony Hall/City Stage, and the Citys museums. The operating schedule and procedures of
the public trolley system shall reasonably accommodate customers of the Project arriving to the
City by bus or train. With respect to the public trolley system, the Developer shall have
responsibility to fund: (i) capital investment, operation, maintenance and marketing and (ii)
hiring, supervision and compensation of personnel. The Developer shall coordinate with the
City and Pioneer Valley Transit Authority regarding safety protocols, schedule and route
planning, stop placement, street furniture and wayfinding apparatus, and other operating
decisions and investments implicating the public right of way, and the safe and convenient use of
the public trolley system by the public.
7.
Franconia Golf Course.
Upon receipt of a Category 1 license issued by the Commission to Developer subject to

no material conditions that are unacceptable to Developer, Developer shall provide to the City a
grant of One Hundred and Fifty Thousand Dollars ($150,000) to be used by the City to construct
the MGM Springfield branded pavilion at Franconia Golf Course.
8.
Employee Child Care
(a)
The Project will include an approximately 3,000 square foot child day care
facility with adjacent fenced outdoor play area for children of employees of the Project.
(b)
Square One shall be offered the opportunity to bid on the management of
this facility upon its completion.
(c)
The Developer will subsidize child care at the facility to make its services
reasonably affordable to Project employees.
E-2
9.
Displaced Tenant Payments
(a)
For any tenants displaced at the Project Site that agree to relocate within
the City, Developer will pay each such tenant a one-time fee of $3/square foot (based on
their existing square footage) of their new rentable space towards security deposit and
moving costs.
(b)
For any tenants displaced at the Project Site that agree to relocate within
the Business Improvement District, Developer will pay each such tenant $4/square foot
(based on their existing square footage) of their new rentable space towards security
deposit and moving costs. The Business Improvement District means the area
designated as such by the Citys Office of Planning and Economic Development.
(c)
Tenants shall only be eligible for one of the subsidies set forth in
subsections (a) and (b) above.
10.
Utilities
Developer shall be responsible for the cost of the sewer and water main work as set forth
in that certain April 24, 2013 letter to MGM Resorts Development, LLC from Timothy J.
Williams of Allen & Major Associates, Inc., a copy of which is attached hereto as Schedule 1 to
Exhibit E, as the same may be modified from time to time by agreement of Developer and the
City.
11.
Community Support Efforts
During the Term, from time to time, Developer will consider and support the applications
of City community groups and non-profit organizations for financial support from the MGM
Resorts Foundation (or any equivalent foundation of Developer or its Affiliates) and from
discretionary community support funds available to Developer covering such programs as early
childhood development and prevention of gang violence.
12.
Off-Street Parking Springfield Parking Authority
In consideration of the impact of Developers original, proposed 4,800 stall free parking
structure, Developer has agreed to initially construct no more than 3,600 parking stalls, as of
Operations Commencement, which Developer believes will result in excess demand by its
customers and guests, for paid parking provided by Springfield Parking Authority.
13.
Responsible Gaming
Developer will adhere to the highest level of ethical and responsible gaming practices,
consistent with its practices at Developers Affiliate facilities, including but not limited to the
following:
(a)
Use certified trainers to train all of its employees on responsible gaming
including tiered training in accordance with the employees exposure to gaming in their
job duties;
E-3
(b)
Post signage in English and Spanish with the toll-free Problem Gamblers
Help Line number in employer and customer-facing areas in the Project;
(c)
Adhere to the Commissions voluntary self-limit or exclusion laws,
regulations and policies;
(d)
Provide an on-site location for guests to privately receive information on
problem gambling, together with information of available resources for treatment,
counseling and prevention for compulsive gaming behaviors; and
(e)
Have its employees participate annually in Responsible Gaming
Education Week sponsored annually by the American Gaming Association or any
successor or equivalent program.
14.
Underage Gaming
Developer will train its employees at least annually to request and verify the
identification of any patron that appears to be under age in accordance with industry standards or
otherwise provided in the Act.
E-4
EXHIBIT "E-2" (Select Pages-TEC Traffic Impact Access Study)
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
EXHIBIT "E-3"
65 Glenn Street
tel 978.794.1792
Lawrence, MA 01843
fax 978.794.1793
www.tecmass.com
MEETING NOTES
ATTENDEES:
PLACE:
RE:
Rich Masse, MassDOT District 2

Bao Lang, MassDOT District 2 (by phone)
Al Stegemann, MassDOT District 2
Michael O'Dowd, MassDOT
Paul Hajec, MassDOT PPDU
Derek Valentine, MassDOT PPDU
Don Cooke, VHB
Chuck Irving, Davenport
Kevin Dandrade, TEC
Rebecca Brown, TEC
10 Park Plaza, Room 4150, Boston, MA
MGM Springfield & I-91 Viaduct
Construction Coordination Meeting
DATE/TIME:
PROJECT NO.:
NOTES BY:
7/21/2014
T0454
R. Brown &
K. Dandrade
Kevin Dandrade gave an update on the status of the MGM Springfield project in light of the
Supreme Judicial Court (SJC) ruling to send the casino licensing to a referendum vote in
November. The MGM Team is currently in the process of preparing the Final Environmental
Impact Report (FEIR) for Massachusetts Environmental Policy Act (MEPA) review and
anticipates submitting the report following a positive vote in November.
MGM anticipates demolition of the existing buildings to occur just before Christmas 2014
and will begin construction of the garage at the beginning of 2015. The garage will take
approximately 6 months to construct and will result in 3,600 parking spaces available for
public use.
MGM plans to open the MGM garage to their construction employees as soon as it is
feasible. It will not likely be open to the public until it is substantially complete. MGM is
committed to providing shuttle service between the courthouse and overflow parking areas
throughout the construction process. MassDOT requested that MGM consider the
opportunity for parking for viaduct employees as the plan and schedules are advanced.
MassDOT has committed to keeping half of the I-91 garage spaces open, but if additional
spaces need to be taken for I-91 Viaduct construction activities, MGM could accommodate
the displaced vehicles within its garage.
MassDOT questioned whether the improvements on East Columbus Avenue, including the
construction of a right-turn lane entering the site, would be completed concurrently with the
parking garage construction. Kevin Dandrade responded that it is possible, but unlikely
given that the improvements will require significant review and permitting as East Columbus
Avenue is classified as a National Highway System (NHS) roadway based on the recent MAP21 guidelines that categorized roads providing direct access to or connecting two NHS
roadways as NHS roadways. The affected portion of East Columbus Street is part of the
Citys jurisdiction.
MGM does not anticipate a need for MassDOT action related to the partial closure (no
through traffic) of Howard Street and Bliss Street since the existing traffic volumes are low.
MassDOT indicated at a prior coordination meeting that they did not anticipate a permitting
process with MassDOT for the demolition activity.
T:\T0454\Docs\Notes\MassDOT Meeting Notes 07-21-14.docx
EXHIBIT "F"
Page 1 of 3
65 Glenn Street
tel 978.794.1792
Lawrence, MA 01843
fax 978.794.1793
www.tecmass.com
MEETING NOTES
-
MassDOT provided a copy of a draft construction schedule, which is estimated and

represents an aggressive schedule. The selected contractor will supply a separate baseline
schedule; therefore it is subject to change.
MassDOT plans to advertise the viaduct project on Saturday, 7/26/14. MassDOT anticipates
bid opening and a MassDOT Board of Directors vote by mid-October 2014, awarding a
contract for the I-91 Viaduct work in November 2014, and Traffic Management Plans (TMPs)
should be prepared by early 2015.
MassDOT anticipated beginning construction of the initial surface street improvements for
the I-91 Viaduct improvements near Exit 6 (East and West Columbus signals) in Spring 2015.
Some early action work may begin on the I-91 Viaduct in February to June 2015, with the
heavy demolition for Phase 1 beginning in June 2015. They hope to achieve substantial
completion of the entire project by the end of 2016.
MassDOT would prefer that steel and other heavy or wide-load deliveries occur at night for
the MGM site, and plans to deliver materials to the I-91 Viaduct site at night as well. MGM
will coordinate with Chris Cignoli for input.
MGM/Davenport is holding a meeting with potential general contractors on August 7, 2014
to discuss some of their thoughts about the details on where materials will be stored on-site,
where parking will occur, etc. as they develop their bids for the project.
MassDOT anticipates having a total of 350-400 full-time employees on-site per day for the I91 Viaduct work. The current schedule contemplates two 10-hour shifts, working 6 days a
week to maintain constant construction activity for 20 hours per day. The max number of
workers per shift is expected to be 175-200. MassDOT has planned on a union labor
agreement for this project.
MGM anticipates having approximately 500-1000 construction employees on-site at a time,
with up to 2,000 employees under contract at any time. As such, MGM expects that its labor
force may extend as far as Worcester. MGM will have staggered work shifts covering roughly
20 hours per day, seven days per week. MGM is considering a union labor agreement at this
time as well.
The Memorial Rotary project is expected to have only 15 to 30 employees on-site at any
given time, except for the two weekends when the heavy lifts will be performed. This project
is just commencing and the design details are not yet defined.
MassDOT and MGM do not anticipate significant impacts to the PVTA system as a result of
the I-91 Viaduct and MGM construction as the PVTA does not utilize East and West Columbus
Avenues heavily. The PVTA has expressed a desire to have bus priority preemption
implemented throughout the construction process to avoid delays caused by additional
traffic on detour routes. MassDOT is currently evaluating this task.
Depending on the demolition permits, utility and garage work on the MGM site will be
completed concurrently.
MGM will not select a contractor before the referendum vote in November so that it does not
impact the decision. MGM will award the contract(s) in December 2014 following a positive
vote.
MGM plans to have a draft construction schedule prepared for the next meeting with
MassDOT.
The designated trucking routes for MGM construction vehicles have yet to be determined,
but will be evaluated as part of the FEIR and in coordination with City of Springfield staff.
MassDOT would prefer that MGM construction vehicles avoid East and West Columbus
Avenue and Liberty Street to the extent possible as these roadways will serve as detour
EXHIBIT "F"
Page 2 of 3
65 Glenn Street
tel 978.794.1792
Lawrence, MA 01843
fax 978.794.1793
www.tecmass.com
MEETING NOTES
-
routes for I-91 traffic during the Viaduct construction. However, there is more flexibility to
use these streets for deliveries at night.
MassDOT will implement a number of noise and air quality mitigation measures. MGM has
not yet evaluated what measures may be required for its site, but will be considering this.
MassDOT will be implementing multiple traffic detour routes and would like to be sure that
MGM is not also proposing significant detours that may result in driver confusion due to
excessive detour signage. MGM does not anticipate any long-term street closures with the
exception of Bliss Street and Howard Street, which will require only very short detours for
utility connections.
Left-turns from Boland Way onto West Columbus Avenue will be prohibited temporarily as
part of MassDOTs I-91 Viaduct construction. These lanes will be drummed off and the signal
heads and signage bagged to allow this turn restriction to be removed quickly if it becomes
an issue for traffic.
Al Chwalek of the Springfield Parking Authority conducted a review of the available overflow
parking in the area surround downtown Springfield at the request of MassDOT. This review
indicated there are approximately 1,000 excess parking spaces in the downtown area that
could serve parking displaced by the MGM and I-91 Viaduct construction. This number
assumes that some or all of the trolley car lot spaces will be occupied by MassDOT for lay
down of the I-91 Viaduct construction materials. MGM may complete additional spot counts
of area parking lots to verify the availability of excess parking.
Chuck Irving agreed to check on any access restraints or areas of restriction that MassDOT
may need to include in their project work so that MassDOTs contractor(s) can include these
in their scope and schedule planning.
The contractors for the two projects will need to coordinate the construction of improvements
at the Union Street / East and West Columbus Avenues / I-91 Exit 6 Ramps intersections so
that these intersections do not become torn up multiple times and work efforts do not
overlap. The GC and Resident Engineer for both projects should coordinate on a monthly
basis to discuss the upcoming work and items impacting each others work.
EXHIBIT "F"
Page 3 of 3
1
COMMONWEALTH OF MASSACHUSETTS
MASSACHUSETTS GAMING COMMISSION
PUBLIC MEETING #123

VOLUME I (p.m. session)
CHAIRMAN:
Stephen P. Crosby
COMMISSIONERS
Gayle Cameron
James F. McHugh
Bruce W. Stebbins
Enrique Zuniga
-------------------------------
June 10, 2014

2:08 p.m. to 4:48 p.m.
MASSMUTUAL CENTER
1277 Main Street, Ballroom A
Springfield, Massachusetts
EXHIBIT "G"
85
Strategies.
very, very funny guy.
be -- he'll be -- he'll turn red in the
face, right, for saying that, but he really
is funny.
economic development and project management.
A real asset to the team.
He's not here, he'll
He's also a real expert in
Green International, my traffic
8
9
Gordon is, first of all, a
experts.
Frank Tramontozzi, Wing Wong,
10
Jason Sobel, all just excellent members of
11
the team and really valuable.

City -- City Point Partners, Rick
12
13
Moore.
14
environmental issues, which probably will be
15
new -- more important the next time out.
16
But very valuable.
17
Rick really helped us with
Kathleen O'Toole, one of our gaming
18
consultants, just real commonsense expertise
19
in public safety.
20
And certainly the Pinck and Company
21
members, Nancy Stack and Melissa Martinez --
22
Martinez were invaluable.
23
kidding Melissa that her wrist is going to
24
be sore from using that PowerPoint all day
I just was
EXHIBIT "G"
97
CHAIRMAN CROSBY:
Yeah.
COMMISSIONER CAMERON: -- for the
Applicant.
They've agreed to cover all of
those costs.
other potential impacts that -- and I
explained that with school, housing, and
emergency services that's a solid
sufficient.
assertion that there would not be
As far as, you asked about
Frankly, the Applicant made the
10
significant impact in those three areas.
11
We, of course, did our own assessment using
12
experts.
13
That because of the demographics of this
14
region, there will not be significant
15
impacts to -- to those three areas.
16
And our experts confirmed that.
Traffic.
Very good traffic
17
management plan.
And we're going to talk
18
the most about that because that's a
19
differentiator here.
20
Okay.
This is just the whole region,
21
the site itself.
The site has excellent
22
regional access to interstate highways and
23
local routes.
24
sure that was considered in selecting this
I mean that's, you know, I'm
EXHIBIT "G"
125
venues.
We had concerns about exclusivity
of performers and entertainers, which I
don't know --
COMMISSIONER CAMERON:
Yes.
COMMISSIONER STEBBINS:
-- did they
just not pertain to this project because
they're using off-site locations, or were
all issues addressed in the ILEVs?
No, they do
10
not have a venue large enough that that --
11
within their own facility.
12
other facilities.
13
And I'm going to turn Nancy to make sure I'm
14
correct about that.
15
there because they don't have a venue.
16
They're not building a venue that would --
17
that would come into play with others.
18
fact I think the other -- the entertainment
19
venues that are existing are very pleased
20
with the arrangements that have been made
21
here to co-promote, to sponsor shows.
22
not an issue.
23
24
They are using
So, that did not come up.
Yeah, no -- no issue
In
So,
The one -- I
want to come back to one traffic issue that
EXHIBIT "G"
126
I had.
And I probably should have brought
it up when Commissioner McHugh was up
presenting, but since your traffic guys are
right by -- right by your side.
Columbus Avenue is all lanes moving north.
And the way they've designed the exit for --
from the parking garage is that you'll be
exiting probably what was part of Howard
Street at one point, to turn right into
East
10
traffic.
11
you're allowing traffic to come in and take
12
a right to either go to the entrance or into
13
the parking garage.
14
volume of traffic it would just seem you
15
have people trying to go north and take a
16
right and you have people trying to take
17
that right out of the parking lot and kind
18
of merge in that traffic.
19
seems to me that would cause a little bit of
20
confusion and disruption.
21
traffic engineer, so I'm asking.
22
But just beyond that is where
Just based on the
And that just
But I'm not a
Then ask Wing.
23
He's our -- he's our Springfield traffic
24
expert lead person.
EXHIBIT "G"
127
MR. WONG:
In terms of traffic going
into the garage, there is a right turn lane
that will be created to separate the through
traffic.
Ave., you have a right turn lane that will
help you turn into Bliss Street, which then
will get you into the garage.
coming out, there are three different exits
to sort of have the traffic dispersed rather
So, if you're on East Columbus
In terms of
10
than having them all coming out in one
11
location.
12
-- I guess we'll have to find out how much.
13
But so far the what the Applicants propose,
14
we're satisfied with.
So, in terms of usage, that will
15
16
CHAIRMAN CROSBY:
Okay.
If you want to go
17
-- if you exit the parking garage on Union
18
Street and you want to go south, you can go
19
underneath right there, right?
20
MR. WONG:
Repeat that again.
21
you exit out of Union Street --
22
CHAIRMAN CROSBY:
If
Exit Union Street,
23
you exit the garage on Union Street, you
24
take a right on Union --
EXHIBIT "G"
TRAFFIC IMPACT AND ACCESS STUDY TEC, INC.
Traffic Impact and Access Study

MGM Springfield
Prepared for:
MGM Resorts International Global Gaming Development, LLC
Prepared by:
TEC, Inc.
65 Glenn Street
Lawrence, Massachusetts 01843
December 17, 2012
EXHIBIT "H"
Table of Contents
Table of Contents ................................................................................................................................................................ i

List of Figures ....................................................................................................................................................................... ii
Executive Summary............................................................................................................................................................. 1
I. Introduction ....................................................................................................................................................................... 3
II. Existing Conditions .......................................................................................................................................................... 4
TrafficStudyArea...............................................................................................................................4
RoadwayGeometry............................................................................................................................4
IntersectionGeometry.......................................................................................................................6
ExistingTrafficVolumes...................................................................................................................10
SeasonalAdjustment........................................................................................................................12
III. Future Conditions ........................................................................................................................................................ 13
BackgroundTrafficGrowth..............................................................................................................13
NoBuildTrafficVolumes..................................................................................................................15
SiteAccessSummary........................................................................................................................15
SiteGeneratedTraffic.......................................................................................................................16
TripDistribution................................................................................................................................20
RedistributedTraffic(ClosureofHowardandBlissStreets)...........................................................22
BuildTrafficVolumes........................................................................................................................22
IV. Traffic Operations Analysis ..................................................................................................................................... 23
Methodology.....................................................................................................................................23
UnsignalizedIntersections...............................................................................................................24
SignalizedIntersections....................................................................................................................27
V. Intersection and Roadway Improvements .............................................................................................................. 33
IntersectionCapacityandSafetyImprovements............................................................................33
TransportationDemandManagement............................................................................................34
VI. Parking Summary....................................................................................................................................................... 39
ParkingSupply..................................................................................................................................39
ParkingDemand................................................................................................................................39
VI. Conclusion .................................................................................................................................................................... 42
TEC, Inc.
EXHIBIT "H"
List of Figures
No.
Title
1
2
Project Location Map

2012 Existing Conditions Weekday Evening and
Saturday Evening Peak Hour Traffic Volumes
2022 No-Build Conditions Weekday Evening and
Site Circulation Patron & Employee Car Traffic
Site Circulation Bus & Delivery Truck Access
Site Circulation Pedestrian & Shuttle Access
Trip Distribution Casino & Hotel Employees
Trip Distribution Casino & Hotel Patrons
Trip Distribution Armory Square Retail Center
NET Site Generated Trips Weekday Evening Peak Hour Traffic Volumes
NET Site Generated Trips Saturday Evening Peak Hour Traffic Volumes
Total Trip Distribution All Users Entering Volumes
Total Trip Distribution All Users Exiting Volumes
NET Redistributed Trips Weekday Evening and
2022 Build Conditions Weekday Evening and
Saturday Midday Peak Hour Traffic Volumes
Route Options & Traffic Management for I-291
Route Options & Traffic Management for I-91 Northbound
Route Options & Traffic Management for I-91 Southbound
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
TEC, Inc.
ii
EXHIBIT "H"
Executive Summary
MGM Resorts International Global Gaming Development, LLC (MGM) proposes to construct a dynamic
mixed-use casino, entertainment, hotel, shopping center, and residential apartment complex in the
downtown core. The project site is bordered by East Columbus Avenue, State Street, Main Street, and
Union Street. It was selected because it has significant potential for redevelopment, situated in an area
of prior extensive tornado damage, and able to be woven into the fabric of an increasingly vibrant
downtown. It lies is close proximity to several interstate highway ramps yet it is intricately tied to the
downtown pedestrian experience along Main Street. The proposed uses, supply of parking, and
pedestrian access points are expected to complement and revitalize the adjacent businesses and uses in
Springfields South End, such as the MassMutual Convention Center.
The site is currently occupied by multiple commercial, municipal, retail establishments, and for-fee
surface parking fields and structures. MGM proposes to raze a majority of the structures on the site
and construct the following:
592,700 SF casino resort that includes space for back of the house (BOH), retail /
restaurant uses, and banquet facilities in addition to the gaming space
294-room multi-story hotel
54 residential apartment units
140,000 SF retail and entertainment center known as Armory Square, which will include
multiple tenants, restaurants, event plaza, a multi-screen cinema and bowling alley
4,800-stall multi-story parking garage
This following study is based on current traffic data collected at key study area intersections in August
and November 2012. The traffic projections for the proposed casino complex are based on historic
studies and MGM-specific data from a comparable facility in Detroit. The trip characteristics for the
proposed complex are compatible with the adjacent uses because their peaking events are different.
Parking data was collected to understand the needs for the adjacent courthouse and the downtown
businesses. The courthouse and office uses see their demand peak in the weekday morning and
midday periods when the casino complex is less active. Conversely, those same uses generate a
negligible number of trips when the casino is most active during the weekday evening and weekend
periods. This symbiosis of land uses allows for a shared parking supply in the MGM parking structure
that can be used without fee.
The vehicular access configuration for the site was determined after a careful review of the capacity of
the area street system. Fortunately, the streets and intersections have reserve capacity to handle
additional traffic. The four Interstate 91 and 291 exits serving this area of downtown can
accommodate regional traffic associated with the casino development. The multiple access points to the
highway network and the downtown will create additional bypass traffic for downtown businesses
while avoiding the residential neighborhoods. One key to the successful management of traffic is public
information. TEC will be working with the City and State staff to identify measures, such as social
media and intelligent transportation and information systems, to route traffic to the most appropriate
route.
TEC, Inc.
EXHIBIT "H"
This preliminary traffic impact study demonstrates that the surface intersections, with modest
improvements, can accommodate the entire development program and still attain acceptable levels of
service. All intersections are expected to operate at an overall level of service D or better when
assessed in a 10-year horizon. This means that there is still reserve capacity following construction of
the MGM facility to accommodate additional growth and renewal in the downtown.
The Phase II RFP process allows for a dialogue of the proponents project presentation, identification of
comments from City staff and the general public, and a framework for future permitting and host
agreements regarding off-site transportation mitigation and other related improvements. This
preliminary traffic study is a document that can be used as the foundation for future analysis as part of
the Citys local permitting process and through the extensive State review process as part of the
Massachusetts Environmental Policy Act (MEPA). With successful implementation of the improvements,
the traffic from the casino complex can be safely and efficiently accommodated on the area
roadways.
TEC, Inc.
2 "H"
EXHIBIT
I. Introduction
TEC has been retained by MGM Resorts International Global Gaming Development, LLC (MGM) to
prepare a preliminary traffic impact and access assessment for a proposed casino, hotel, retail, and
entertainment center to be located on a series of parcels between East Columbus Avenue and Main
Street and between State Street and Union Street, in Springfield, Massachusetts. The site is currently
occupied by multiple commercial, municipal, retail establishments, and for-fee surface parking fields
and structures. MGM proposes to raze a majority of the structures on the site and construct the
following:
restaurant uses, and banquet facilities in addition to the gaming space
140,000 SF retail and entertainment center known as Armory Square, which will include
multiple tenants, restaurants, event plaza, a multi-screen cinema and bowling alley
Primary access to the site is currently proposed via a full access and egress driveway along East
Columbus Avenue, to be located at the present locations of Bliss Street. An exiting driveway is
proposed along East Columbus Avenue at the present location of Howard Street. Secondary access is
proposed along State Street and Union Street. The service vehicles and buses will be accommodated
at a separate driveway along Union Street. Additional access to the smaller Armory Square parking
areas will be provided via three full access and egress driveways along Union Street and Main Street.
However, the principal parking supply will be provided within a multi-story parking garage oriented
near East Columbus Avenue.
TEC evaluated the traffic operations for the intersections immediately surrounding the site under
existing and future conditions. The future year planning horizon examines traffic operations under a
10-year design horizon (2022) for traffic volume projections in both the No-Build (without the proposed
project) and Build Conditions (with the proposed project). These conditions were analyzed to determine
what, if any, off-site mitigation is necessary to provide reasonable traffic operations in the area after
the development is fully occupied and operational.
TEC, Inc.
EXHIBIT "H"
II. Existing Conditions

TRAFFIC STUDY AREA
The study area was selected to contain the major surface-level intersections providing regional and
local access bounded by West Columbus Avenue to the west, Main Street to the east, Union Street to
the south, and State Street to the north. The following intersections were included in the study area:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Union Street / West Union Street @ West Columbus Avenue

Union Street @ East Columbus Avenue
Union Street @ Southerly Parking Garage Exit Driveway (proposed)
Union Street @ Charter Bus Driveway (proposed)
Union Street @ Armory Square Westerly Driveway (proposed)
Union Street @ Armory Square Easterly Driveway (proposed)
Union Street @ Main Street
Howard Street @ East Columbus Avenue
Howard Street (future Armory Square Northerly Driveway) @ Main Street
Bliss Street @ East Columbus Avenue
Bliss Street @ Main Street
State Street @ West Columbus Avenue
State Street @ East Columbus Avenue
State Street @ Resort Northerly Driveway
State Street @ Main Street
The locus of the project and study area intersections are shown graphically in Figure 1. TEC anticipates
that the City of Springfield and the Massachusetts Department of Transportation (MassDOT) may
require data collection and analysis at other downtown intersections as part of a future detailed traffic
impact and access study (TIAS) as part of local permitting or the Massachusetts Environmental Policy Act
(MEPA) review processes.
ROADWAY GEOMETRY
TEC staff conducted a comprehensive field inventory of existing traffic conditions along the study area
roadway from August to November 2012 to obtain information related to roadway geometry and
lane usage. The field investigation consisted of an inventory of existing roadway geometrics, operating
characteristics, and safety characteristics. A description of the existing roadway inventory is provided
below.
Union Street
Union Street is generally a two-lane southwest-northeast local roadway maintained by the City of
Springfield. The roadway provides connection from the East and West Columbus Avenues to the west
to Maple and Walnut Street to the east. Although there is no posted speed limit, the existing travel
speeds along Union Street are approximately 30 miles per hour (mph). Sidewalks are present along
both sides of Union Street with no on-street parking available along its length. Land uses along East
Columbus Avenue include retail, commercial, educational, and residential uses.
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Howard Street
Howard Street is a two-lane 30-foot wide southwest-northeast local roadway maintained by the City
of Springfield which runs parallel and between Union Street and State Street, south of Bliss Street.
Directional flow along Howard Street is unmarked. The roadway provides connection from the East
Columbus Avenue to the west and Main Street to the east. There is no posted speed limit along
Howard Street. Howard Street tends to operate as a cut-through street for vehicles attempting to
circumvent both State Street and Union Street. Sidewalks are present along both sides of Howard
Street with on-street parking available along its northerly edge. Three land uses along Howard Street
account for a majority of the street traffic; including, the newly constructed Berkshire Bank
development, multiple surface for-fee parking lots, the Red Rose Pizzeria (parking access on Howard
Street), and the Western Massachusetts Correctional Facility.
Bliss Street
Bliss Street is a two-lane 30-foot wide southwest-northeast local roadway maintained by the City of
Springfield which runs parallel and between Union Street and State Street, north of Howard Street.
Directional flow along Bliss Street is unmarked. The roadway provides connection from the East
Columbus Avenue to the west and Main Street to the east. There is no posted speed limit along Bliss
Street. Sidewalks are present along both sides of Howard Street with on-street parking available
along its southerly edge. The majority of the street traffic is generated by the several for-fee surface
parking lots which service a majority of the courthouse and South End related trips.
State Street
State Street is a two- to four-lane southwest-northeast urban minor arterial roadway maintained by the
City of Springfield. State Street condenses to two-lanes west of Main Street. The roadway provides
connection from the East and West Columbus Avenue to the west and East Springfield to the east.
Sidewalks are present along both sides of State Street with on-street parking available along both
sides of the roadway. Land uses along State Street in the vicinity of the study area include retail,
commercial, recreational (MassMutual Center), office, and residential uses.
West Columbus Avenue
West Columbus Avenue is a two- to four-lane northwest-southeast urban collector roadway (urban
minor arterial roadway north of State Street) maintained by the City of Springfield. West Columbus
Avenue operates as a one-way roadway southbound with East Columbus Avenue paralleling the
roadway to the east to balance directional flow. The roadway provides connection from various
bridge crossings to the east and the Brightwood neighborhood to the north to Downtown Springfield
and Points South. Along its length, West Columbus operates as a surface frontage road to Interstate
91 which runs adjacent and elevated to the surface roadway. The posted speed limit along West
Columbus Avenue is 35 miles per hour (mph). A sidewalk is present along the westerly edge of the
roadway. Land uses along West Columbus Avenue include retail, recreational (including the Basketball
Hall of Fame), commercial, and hotel uses with various access points to municipal surface and garaged
parking facilities.
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East Columbus Avenue

East Columbus Avenue is a two- to four-lane southeast-northwest urban collector roadway (urban minor
arterial roadway north of State Street) maintained by the City of Springfield. East Columbus Avenue
operates as a one-way roadway northbound with West Columbus Avenue paralleling the roadway to
the west to balance directional flow. The roadway provides connection from the South End and Forest
Park neighborhoods to the south to Downtown Springfield and Points North. Along its length, East
Columbus operates as a surface frontage road to Interstate 91 which runs adjacent and elevated to the
surface roadway. The posted speed limit along East Columbus Avenue is 35 miles per hour (mph). A
sidewalk is present along the easterly edge of the roadway. Land uses along East Columbus Avenue
include retail, commercial, office, and hotel uses with various access points to municipal surface and
garaged parking facilities.
Main Street
Main Street is a two- to four-lane southeast-northwest urban minor arterial roadway maintained by the
City of Springfield. Main Street condenses to two-lanes south of State Street. The roadway provides
connection from the Downtown Springfield to the north to the South End to the south. Although there is
no posted speed limit, the existing travel speeds along Union Street are approximately 25 to 30 miles
per hour (mph). Sidewalks are present along both sides of Main Street with on-street parking
available along both sides of Main Street for much of its length. Land uses along East Columbus
Avenue include retail, commercial, office, and residential uses.
INTERSECTION GEOMETRY
TEC staff conducted a comprehensive field inventory of existing traffic conditions at the study area
intersections from August to November 2012 to obtain information related to intersection geometry and
lane usage. The field investigation consisted of an inventory of existing roadway geometrics, operating
characteristics, and safety characteristics. A description of the existing intersection inventory is
provided below.
Union Street / West Union Street / West Columbus Avenue / I-91 Southbound Off-Ramp
Union Street and West Union Street intersects West Columbus Avenue to provide a three-way (fourlegs), fully-actuated signalized intersection operating in coordination with various intersections along
both East and West Columbus Avenues. Both the intersection of West Columbus Avenue / Union Street
/ I-91 NB On-Ramp and East Columbus Avenue / Union Street / West Union Street operates under one
signal controller. The Union Street eastbound approach consists of a shared through / right-turn lane.
The Union Street westbound approach consists of an exclusive left-turn lane and a through lane.
Directional flow along Union Street is separated by a marked centerline. The West Columbus Avenue
southbound approach consists of an exclusive left-turn lane, a shared left-turn / through lane, a through
lane, and a shared through / right-turn lane. West Columbus is one-way southbound. The off-ramp for
motorists exiting I-91 southbound (Exit 6) intersects West Columbus Avenue just north of the intersection.
The existing concrete barrier partially restricts visibility of the motorists on the off-ramp.
A sidewalk is provided along the westerly side of West Columbus Avenue, along the southerly side of
Union Street east of the intersection, and along the northerly side of West Union Street west of the
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intersection. Crosswalks are provided across the West Union Street eastbound approach and across
West Columbus Avenue south of the intersection. The on-ramp to I-91 southbound (Exit 6) is located just
south of the intersection.
Union Street / East Columbus Avenue / I-91 Northbound On-Ramp
Union Street and an I-91 Northbound On-Ramp intersect East Columbus Avenue to provide a three-way
(five legs), fully-actuated signalized intersection operating in coordination with various intersections
along both East and West Columbus Avenues. The intersections of East Columbus Avenue/ Union
Street/ I-91 NB On-Ramp and West Columbus Avenue/ Union Street/ West Union Street operate
under one traffic signal controller due to their close proximity.
The Union Street eastbound approach (under the bridge) consists of a shared left-through lane and an
exclusive through lane. The Union Street westbound approach consists of one shared through-right lane.
Directional flow along Union Street is separated by a marked centerline. The East Columbus Avenue
northbound approach consists of a shared left-turn/ through lane, two through lanes, and a shared
through/ right-turn lane. East Columbus is one-way northbound. Access to the I-91 northbound onramp is provided along East Columbus Avenue, immediately north of this intersection. The two left-most
lanes on East Columbus Avenue are used to access the on-ramp during peak hours.
A sidewalk is provided along the easterly side of East Columbus Avenue, along the southerly side of
Union Street west of the intersection, and along both sides of Union Street east of the intersection.
Crosswalks are provided across the Union Street westbound approach and across the East Columbus
Avenue northbound approach.
Union Street / Main Street
Union Street intersects Main Street to provide a four-way, fully-actuated signalized intersection. An
exclusive pedestrian phase is included within the traffic signal timing plan. Both the eastbound and
southbound approaches operate with lead protected left-turn phases allowing permitted left-turns
during opposing green time. All four intersection approaches consist of single general-purpose travel
lanes with directional flow separated by a marked centerline. There are No Turn on Red (NTOR)
restrictions on all four approaches.
Sidewalks are provided along both sides of all four approaches and crosswalks are provided across
all four intersection legs. On-street parking is available along both sides of Main Street north and
south of the intersection.
Howard Street / East Columbus Avenue
Howard Street intersects East Columbus Avenue to provide a two-way (three-legged) unsignalized
intersection. East Columbus Avenue operates as one-way northbound. Howard Street operates under
STOP control while East Columbus Avenue is free-flowing. The Howard Street westbound approach
consists of a single general-purpose travel lane with directional flow unmarked. The East Columbus
Avenue northbound approach consists of dual general-purpose travel lanes. A sidewalk is provided
along the easterly side of East Columbus Avenue and along both side of Howard Street. A crosswalk is
provided across the Howard Street westbound approach. On-street parking is permitted along the
northerly edge of Howard Street.
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Howard Street / Main Street

Howard Street intersects Main Street to provide a three-way unsignalized intersection. Howard Street
operates under STOP control while Main Street is free-flowing. The Howard Street eastbound
approach consists of a single general-purpose travel lane with directional flow unmarked. Both the
Main Street northbound and southbound approaches consist of single general-purpose travel lanes with
directional flow separated by a marked centerline. A sidewalk is provided along both sides of all
three approaches. A crosswalk is provided across the Howard Street eastbound approach. On-street
parking is available on both sides of Main Street and is permitted along the northerly side of Howard
Street.
Bliss Street / East Columbus Avenue
Bliss Street intersects East Columbus Avenue to provide a two-way (three-legged) unsignalized
intersection. East Columbus Avenue operates as one-way northbound. Bliss Street operates under
STOP control while East Columbus Avenue is free-flowing. The Bliss Street westbound approach consists
of a single general-purpose travel lane with directional flow unmarked. The East Columbus Avenue
northbound approach consists of dual general-purpose travel lanes. A sidewalk is provided along the
easterly side of East Columbus Avenue and along both side of Bliss Street. A crosswalk is provided
across the Bliss Street westbound approach. On-street parking is available along the southerly edge of
Bliss Street.
Bliss Street / Main Street
Bliss Street intersects Main Street to provide a three-way unsignalized intersection. Bliss Street
operates under STOP control while Main Street is free-flowing. The Bliss Street eastbound approach
consists of a single general-purpose travel lane with directional flow unmarked. Left-turns exiting Bliss
Street are prohibited. Both the Main Street northbound and southbound approaches consist of single
general-purpose travel lanes with directional flow separated by a marked centerline. A sidewalk is
provided along both sides of all three approaches. A crosswalk is provided across the Bliss Street
eastbound approach. On-street parking is available on both sides of Main Street and is permitted
along the southerly side of Bliss Street.
State Street / West Columbus Avenue
State Street intersects West Columbus Avenue to provide a four-legged, fully-actuated signalized
intersection operating in coordination with various intersections along both East and West Columbus
Avenues. The intersections of West Columbus Avenue/ State Street and East Columbus Avenue/ State
Street operate under one signal controller.
The State Street eastbound approach consists of a shared through / right-turn lane. The State Street
westbound approach consists of an exclusive left-turn lane and a through lane. The westbound through
lane currently operates as a shared left-turn / through lane. Directional flow along State Street is
separated by a marked centerline. West Columbus Avenue operates as one-way southbound. The
West Columbus Avenue southbound approach to the intersection has an exclusive U-turn slip-lane that
provides access under the I-91 overpass to the I-91 northbound on-ramp. It also accommodates an
exclusive left-turn lane, a through lane, and a shared through / right-turn lane. West Columbus is oneway southbound. Access from I-91 southbound is provided to West Columbus Avenue just north of the
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intersection.
A sidewalk is provided along the westerly side of West Columbus Avenue, along both side of State
Street east of the intersection, and along the southerly side of State Street (parking lot) west of the
intersection. Crosswalks are provided across West Columbus Avenue north and south of the intersection.
There is a small parking area on the west side of the intersection for the Connecticut Riverwalk and
Bikeway that creates the fourth leg to the intersection, but contributes very little traffic to the
intersection. Pedestrians are afforded an exclusive signal phase, during which they do not encounter
any vehicle conflicts. The prominent pedestrian movement at the intersection occurs between the
municipal parking garage (under the highway on the north side of the intersection) and the buildings
located along State Street.
State Street / East Columbus Avenue
State Street intersects East Columbus Avenue to provide a three-way (four-leg), fully-actuated
signalized intersection operating in coordination with various intersections along both East and West
Columbus Avenues. The intersections of East Columbus Avenue / State Street and West Columbus
Avenue / State Street operate under one traffic signal controller.
The State Street eastbound approach consists of an exclusive left-turn lane and an exclusive through
lane. The State Street westbound approach consists of two through lanes and an exclusive right-turn
lane. Directional flow along State Street is separated by a marked centerline. The East Columbus
Avenue northbound approach consists of a shared left-turn / through lane, a through lane, and a
shared through / right-turn lane. East Columbus is one-way northbound. The three approach lanes are
used to distribute the flow of traffic onto State Street (in both directions), the I-91 northbound on-ramp,
and East Columbus Avenue. Motorists currently use the two left-most lanes to access the I-91
northbound on-ramp, which is located just north of the intersection, depending on the volume of traffic
turning left onto State Street under the bridge.
A sidewalk is provided along the easterly side of East Columbus Avenue, and along both side of State
Street both east and west of the intersection. Crosswalks are provided across the State Street
westbound approach and across East Columbus Avenue north and south of the intersection.
State Street / Main Street
State Street intersects Main Street to provide a four-way, fully-actuated signalized intersection
operating in coordination with various intersections along State Street east of the study area. An
exclusive pedestrian phase is included within the traffic signal timing plan and camera detection was
recently incorporated into the signal infrastructure. Left-turn restrictions are posted for both the State
Street eastbound and the Main Street northbound approaches.
The State Street eastbound approach consists of a single general-purpose travel lane with direction
flow separated by a marked centerline. The State Street westbound approach consists of an exclusive
left-turn lane, a through lane, and an exclusive right-turn lane with directional flow separated by a
marked centerline. Both the northbound and southbound approaches of Main Street consist of dual
general-purpose travel lanes. Directional flow along Main Street is separated by a marked centerline.
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Sidewalks are provided along both sides of all four approaches and crosswalks are provided across
all four intersection legs. On-street parking is available along both sides of Main Street north and
south of the intersection, along both sides of State Street west of the intersection, and along the
southerly side of State Street east of the intersection.
EXISTING TRAFFIC VOLUMES
Turning Movement Counts
In order to establish existing traffic volume conditions at the study area intersections, manual Turning
Movement Counts (TMCs) were conducted during the weekday / Friday evening (4:00 PM 6:00 PM)
peak period at the study area intersections and adjacent on- and off-ramp locations on Thursday,
August 2, 2012 and Friday, November 9, 2012 and during the Saturday midday (11:00 AM 2:00
PM) and Saturday evening (3:00 PM 6:00 PM) peak periods on Saturday, August 11, 2012 and
Saturday, November 10, 2012. These counts were conducted to correspond with the downtown
commuter peak periods where the traffic volumes on adjacent streets would be at a significantly higher
level than that of off-peak downtown traffic. A detailed summary of the TMCs, partitioned into 15minute intervals, is provided in Appendix A.
Although Saturday midday traffic volumes were collected at the study area intersections, the TMCs
indicated that traffic-volumes during the Saturday evening peak period are greater than those during
the midday peak. Therefore, capacity and queue analyses were only conducted for both the Friday
evening and Saturday evening peak hour which will reflect the peak of adjacent street traffic
conditions with incorporated peak hour of generator site trips.
Automatic Traffic Recorder Counts
In addition, Automatic Traffic Recorder (ATR) counts were conducted along East Columbus Avenue and
West Columbus Avenue on Thursday, August 15 to Saturday, August 17, 2012 to gather daily trafficvolume data during a continuous 72 hour time period. ATRs were also conducted along Main Street,
State Street, and Union Street concurrently with the on Thursday, November 8 to Saturday, November
10, 2012 to gather daily traffic-volume data during a continuous 72 hour time period. A summary of
the Friday evening, Saturday midday, and Saturday evening ATR data is presented in Tables 1 and 2,
respectively, on the following page. A detailed summary of the ATR data, partitioned into 15-minute
intervals, is provided with Appendix B.
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Table 1. Existing Friday Traffic Volume Summary

Friday Evening Peak Hour
Traffic
Directional
b
c
Volume
K Factor
Distributiond
Friday
ADTa
ATR Location
West Columbus Avenue, between
Bliss and Howard
10,213
1,111
10.9%
100.0% SB
East Columbus Avenue, between

Bliss and Howard
10,962
809
7.4%
100.0% NB
Main Street, north of Howard

Street
13,456
1,031
7.7%
50.6% SB
State Street, between East

Columbus and Main Street
10,937
895
8.2%
66.1% WB
Union Street, between East

10,755
840
7.8%
57.9% EB
aDaily
traffic expressed in vehicles per day.

in vehicles per hour.
cPercent of daily traffic volumes which occurs during the peak hour.
dPercent of peak-hour volume in the predominant direction of travel.
NB = northbound, SB = southbound, EB = eastbound, WB = westbound
bExpressed
Table 2. Existing Saturday Traffic Volume Summary
ATR Location
Saturday
ADTa
Saturday Evening Peak Hour

Saturday Midday Peak Hour
Traffic
K
Directional
Traffic
K
Directional
Volumeb Factorc Distributiond Volumeb Factorc Distributiond
West Columbus Avenue,

between Bliss and Howard
5,197
487
9.4%
100.0% SB
491
9.4%
100.0% SB
East Columbus Avenue,

between Bliss and Howard
5,890
501
8.5%
100.0% NB
377
6.4%
100.0% NB
Main Street, north of

Howard Street
10,324
743
7.2%
51.0% NB
754
7.3%
50.7% NB
State Street, between East

7,684
525
6.8%
63.8% WB
565
7.4%
65.7% WB
Union Street, between East

6,857
482
7.0%
66.0% EB
494
7.2%
65.2% EB
aDaily
traffic expressed in vehicles per day.

in vehicles per hour.
cPercent of daily traffic volumes which occurs during the peak hour.
dPercent of peak-hour volume in the predominant direction of travel.
NB = northbound, SB = southbound, EB = eastbound, WB = westbound
bExpressed
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Regional Average Daily Traffic

In order to supplement to the localized TMCs and ATR counts, TEC researched average daily traffic
(ADT) data for locations along targeted major access roadways in the vicinity of Springfield to
evaluate the potential increase in traffic volumes as a result of the proposed resort development. The
review of historic traffic volume counts was conducted using the most recent published MassDOT
temporary count station data for locations along Interstate 291 in Springfield, along Interstate 391 in
Chicopee, along Route 57 in Agawam, and along Interstate 91 in West Springfield, Chicopee,
Springfield, and Longmeadow. Table 3 presents a summary of ADT for these several locations.
Table 3. Average Daily Traffic Volume Summary
Roadway
Station
Location
City/Town
I-291
I-291
I-391
Rt 57
I-91
I-91
I-91
I-91
#2251
#2247
#0033
#2201
#2258
#2257
#2255
#0026
at Chicopee C.L.
east of Chestnut St.
south of Mass Pike
West of US Route 5
Connecticut River
at Springfield C.L.
North of I-291
South of Springfield C.L.
Springfield
Springfield
Chicopee
Agawam
W. Springfield
Chicopee
Springfield
Longmeadow
2006
43,516
37,300
77,600
92,800
72,100
2007
2008
46,423 45,892
93,800 86,700
44,390 44,491
39,000 38,600
83,100
103,700
-
2009
45,641
83,300
44,213
36,800
73,000
90,500
72,150
Table 3 shows that the average daily traffic along the major access roadways in the vicinity of
Springfield have been slightly decreasing over the past few years. The data used to support the table
above is provided within Appendix C
SEASONAL ADJUSTMENT
In accordance with MassDOT standards, traffic volumes are typically adjusted to average-month
conditions. Based on a review of historic traffic volume counts collected by MassDOT at permanent
count stations along Route 291 in Springfield1,2, and along Route 5 in West Springfield3, traffic volumes
in August are 3.6 percent higher than average-month conditions while traffic volumes in November at
2.9 percent lower than average-month conditions. Therefore, the November 2012 traffic counts were
increased by 2.9 percent and the August 2012 traffic counts were unadjusted to reflect a conservative
(worse case) analysis scenario. The resulting 2012 Existing Friday evening and Saturday evening peak
hour traffic volume networks are illustrated in Figure 2. The MassDOT seasonal adjustment data is
provided in Appendix D.
MassDOT Permanent Count Station 31 Springfield Interstate 291 south of Roosevelt Avenue
MassDOT Permanent Count Station 2251 Springfield Interstate 291 at Chicopee City Line
3 MassDOT Permanent Count Station 280 West Springfield Route 5 at Holyoke City Line
1
2
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III. Future Conditions

Traffic volumes in the study area were projected to the year 2022, which reflects a ten-year planning
horizon in accordance with MassDOT guidelines for major projects. The traffic conditions for the year
2022, under No-Build conditions, were developed to document the operating conditions independent of
the proposed project, including all existing traffic and new traffic resulting from background growth.
Anticipated site-generated traffic volumes for the proposed casino resort and Armory Square were
superimposed upon the No-Build traffic networks to reflect the Build conditions with the proposed
project.
BACKGROUND TRAFFIC GROWTH
Traffic growth is a function of the expected land development in the immediate area and the
surrounding region. Several methods can be used to estimate this growth. Traffic engineers frequently
employ an annual ambient increase in traffic growth, which is applied to all traffic volumes under study.
The drawback to such a procedure is that some turning volumes may actually grow at either a higher or
a lower rate at particular intersections.
An alternative procedure identifies the location and type of planned development, estimates the traffic
to be generated, and assigns it to the area roadway network. This procedure produces a more
realistic estimate of growth for local traffic. However, the drawback of this procedure is that the
potential growth in population and development external to the study area would not be accounted for
in the traffic projections.
For the purposes of this due diligence effort, only general background was considered to assess future
traffic volume projections. An analysis of traffic volume projections related to specific developments by
others will be assessed in the subsequent traffic impact study. At this time, TEC is not aware of any
other downtown projects, except for a potentially competing casino site, that are expected to
contribute measureable amounts of traffic at the study area intersections.
General Background Growth
Traffic volume data compiled by MassDOT from several temporary count stations in Springfield were
reviewed in order to determine traffic growth trends. Based on the MassDOT traffic volume data,
traffic volumes in the area have been decreasing at a rate of 0.9 percent per year since 2000. In
order to provide a conservative (worse case) analysis scenario, a 0.5 percent per year compounded
annual background traffic growth rate was used to account for potential future traffic growth external
to the study area and presently unforeseen development. As the project is located in downtown
Springfield, a central business district, the use of a lower growth rate is appropriate. The data used to
support the ambient traffic growth projections is provided in Appendix E.
Other Background Infrastructure Projects
The Massachusetts Department of Transportation (MassDOT) has jurisdiction over the major Interstate
and State highways that traverse and provide access to the City of Springfield. Several new regional
transportation projects are in the planning or design phases and should be considered as part of the
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future efficiency or safety of the highway network. The following major projects have been identified
based on early coordination with MassDOT officials:
I-91 Intelligent Transportation System (ITS) Improvements
MassDOT is implementing various phases of ITS improvements that involve new variable message signs,
data sampling, monitoring cameras, and traveler information. TEC will be coordinating with MassDOT
over the coming months to understand the timing of the ITS improvements along I-91 and I-291 and
investigate the opportunities to use them for traffic management activities for the casino complex.
Various elements of this project will be constructed independent of any casino project in Springfield.
Routes 5 / 57 Interchange Improvements
TEC understands that MassDOT is currently working with a consultant team to design new ramp
improvements between I-91 and the westerly side of the river. Under existing conditions, there are
queues that develop due to the weave of traffic on the approach to the Route 5/57 rotary. The
currently proposed design will significantly modify the existing rotary, reduce the number of traffic
conflict points and weaving movements, and add signalization. These improvements, which are
approaching the 25% level of design, are expected to improve flow on I-91 southbound by reducing
the congestion that occurs during the weekday evening peak hour. This regional improvement to traffic
flow is programmed as a long-term improvement that will be advanced independent of any proposed
casino project.
Interstate 91 (I-91) Corridor Study (Exits 1 to 5)
Based on discussions with MassDOT staff, an older corridor study for the southerly portion of I-91 is
being updated to assess future highway needs. This planning work will be coordinated with the final
design for the Routes 5/57 interchange, and is being commissioned separately from the casino
proposals.
I-91 Viaduct
MassDOT officials recently met with City of Springfield officials to outline the considerations for future
improvements to the highway viaduct (raised highway structure) as it passes through downtown
Springfield. The State has identified the need to rehabilitate the viaduct structure, but will soon be
evaluating the opportunities for alternate horizontal and vertical alignments to make the connections to
I-291 and the local street network. This regional-scale improvement to traffic flow is programmed as a
long-term improvement that will be advanced independent of any proposed casino project.
Occupancy of Berkshire Bank Property
The Berkshire Bank Development located at 1259 East Columbus Avenue (between Union and Howard
Streets) was recently developed and is currently occupied by Berkshire Bank. Additional office and
retail space is un-occupied on the existing parcel. To account for vehicle trips that could be generated
by the full-occupancy of the retail and office space, TEC estimated vehicle trips using standard trip
generation rates published in the Institute of Transportation Engineers publication Trip Generation, 8th
Edition for Land Use Code (LUC) 710 General Office Space and LUC 826 Specialty Retail Center.
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Trips associated with the full re-occupancy of the Berkshire Bank property are illustrated in Exhibit F.1,
which is provided in Appendix F.
NO-BUILD TRAFFIC VOLUMES
The 2022 No-Build Friday evening and Saturday evening peak-hour traffic volume networks were
developed by applying the 0.5 percent per year compounded annual background traffic growth rate
to the 2012 Existing peak hour traffic volumes over the 10-year design and adding in traffic to be
generated by the full-occupancy of the Berkshire Bank Development. The resulting 2022 No-Build
Friday evening and Saturday midday peak-hour traffic volume networks are illustrated in Figure 3.
SITE ACCESS SUMMARY
The site has been designed to safely and efficiently process the patron, vendor, and employee traffic
in a way that takes advantage of the redundant ramp access from I-91 and the important connections
to downtown streets. The following is a brief list of the major elements of site access:
Patron & Employee Car Traffic (See Figure 4 for a graphical depiction)
Patrons will access the casino, hotel, and retail parking facility from State Street and East
Columbus Avenue.
o I-91 Southbound traffic will be directed to use the Exit 7 off-ramp, turn left onto
State Street, and right into the site.
o I-91Northbound traffic will be directed to use the Exit 6 off-ramp to East
Columbus Avenue, and turn right onto Bliss Street.
o I-291 Southbound traffic will be directed to use either Exit 2 to Dwight Street or
the I-91 Exit 6 off-ramp to Union Street.
The primary access point for the self-park garage will be located along Bliss Street and
will be served by both East Columbus Avenue and State Street.
The egress points are located along Union Street, Howard Street, State Street, and Bliss
Street which distributes the impacts of the exiting traffic.
The secondary access and egress point for the valet parking area, the pick-up/drop-off
zone, and the hotel will be located along Bliss Street, just beyond the self-park access
point.
Patrons exiting the facility and destined for points to the south along I-91 have the option
to use State Street to access West Columbus Avenue. They will also have the ability to
exit the parking facility and turn right onto Union Street (westbound only), proceed under
the I-91 bridge, and turn left onto the I-91 southbound on-ramp.
Two small surface lots are provided adjacent to the Armory Retail facility. Some of this
parking will be used by existing landowners and as part of short-term visits or drop-off
and pick-up activities associated with the retail and restaurant tenants. It is expected that
access to these lots will be managed by facility staff. As this area has a very limited
parking supply, TEC distributed a very low number of patron vehicle trips to Union Street.
Bus & Delivery Truck Access (See Figure 5)
The delivery area for trucks and the bus parking will be accommodated in a new access
point along Union Street. An exclusive left-turn lane has been provided on Union Street to
efficiently accommodate the heavy vehicles turning into the facility. The deliveries and bus
traffic are expected to occur principally outside the traditional peak hours for the
adjacent streets.
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EXHIBIT "H"
Pedestrian, Shuttle, & Trolley Access (See Figure 6)

A significant majority of the pedestrian trips are expected along the Main Street corridor
as patrons visit other establishments in the downtown. The traffic signals along Main
Street have exclusive pedestrian phasing that allows pedestrians to enter the intersection
while motor vehicle traffic is stopped.
Other pedestrian and bicycle connections will be made to the Connecticut Riverwalk and
Bikeway, the Basketball Hall of Fame, and other parks along the Connecticut River.
Once the new parking garage is completed, the employees and visitors to the District
Courthouse will be permitted to use the MGM parking facility and walk across State
Street as they do today. The conceptual design of off-site improvements includes the
creation of a median refuge island that will enable pedestrians to cross one lane of State
Street at a time.
Site Generated Traffic
The project consists of the following floor areas and uses:
restaurant uses, and banquet / function facilities in addition to the gaming space, of which
432,700 SF is active employee, patron, and guest space
140,000 SF retail and entertainment center known as Armory Square which will include
multiple retail tenants, restaurants, a small event plaza, a multi-screen cinema, and a bowling
alley.
The methodology utilized to calculate the proposed trip generation is described below.
Trip Generation Methodology
In order to estimate the trips generated by the proposed casino and hotel and the adjacent Armory
Square retail and entertainment center, TEC first estimated the trips that would be generated by each
use separately and then assumed a shared-trip credit between each use. A detailed description of the
methodology is provided below.
Casino Trips
TEC reviewed a number of sources to estimate the trip generation of the casino / retail / restaurant /
banquet facilities contained within the proposed casino area. These sources included trip generation
data from multiple other casinos, such as:
Mohegan Sun and Foxwoods, Connecticut

Tulalip Tribal Casino, Muckleshoot Indian Tribe Casino, Emerald Queen Casino, Washington
Spirit Mountain Casino and Chinook Winds Casino, Oregon
Jamul Indian Village Casino and Enterprise Rancheria Casino-Hotel, California
Harveys Casino, Ameristar Casino, and Bluffs Run Casino, Iowa
Casino Queen, Illinois
St. Charles Casino, Missouri
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EXHIBIT "H"
The Mohegan Sun site was determined to be the most analogous to the proposed Springfield casino in
terms on location, size, and other amenities provided such as retail, restaurants, hotel, and convention
center. TEC obtained trip rates for the Mohegan Sun resort-casino utilizing the Project First Light
Transportation Study prepared by Howard/Stein-Hudson in May 2012 for a proposed resort-casino by
the Mashpee Wampanoag tribe in Taunton, Massachusetts. The background studies and data are
providedinAppendixG.
The trip rates were based on the number of patrons and the number of employees entering and exiting
the resort-casino during each hour of the day. Trip rates per 1,000 SF of active floor area for both
patrons and employees were tabulated within the May 2012 study. All of the trips generated by the
casino were considered to be new trips. The retail and convention floor area that was included in
these calculations consisted of only the retail, restaurant, and convention space that is enclosed within
the proposed casino area. This did not include the retail and restaurant space proposed within
Armory Square or trips associated with the proposed hotel.
The trip rate is applied to the entire active floor area for the casino (432,700 SF) that is used by
employees, patrons, and guests. Although the back of the house floor area is more closely associated
with employee and vendor vehicle trips, TEC included this active square footage to present an analysis
that is consistent with other current permitting documents for casinos in Massachusetts. The remaining
160,000 SF of basement storage and utility plant space was excluded from the calculations as these
areas are not part of the active trip-generating portion of the floor area. Based on other record data
from Mohegan Sun, the employee trips account for approximately 10 percent of the total trip
generation for a casino use.
Hotel Trips
For the hotel portion of the site, TEC estimated the site-generated trips using standard trip rates
published in the (ITE publication Trip Generation, 8th Edition for LUC 310 Hotel based on 294 rooms
within the hotel. TEC anticipates that the majority of the patrons staying at the hotel will also utilize the
casino or other retail and restaurants on the site. As such, TEC assumed an 80 percent shared-trip
credit between the hotel and the casino. This methodology is consistent with that used by
Howard/Stein-Hudson in the May 2012 traffic study for Project First Light in Taunton, Massachusetts.
Residential Trips
The plans call for 54 units of residential apartment space. TEC estimated the site-generated trips using
standard trip rates published in the ITE publication Trip Generation, 8th Edition for LUC 220
Apartment. TEC anticipates that these non-casino based trips to/from residential uses will have access
to the general parking garage structure. No shared-trip credit was taken between casino and
residential trips.
Armory Square Trips
For the retail, restaurant, and entertainment space that is included within Armory Square, TEC estimated
the site-generated trips using standard ITE trip generation rates for LUC 820 (Shopping Center) based
on 165,000 SF of gross floor area. However, since the time of TECs detailed analysis, the
development program for the Armory has been reduced to 140,000 SF. Therefore, the enclosed
analysis presents a conservative assessment of the traffic impacts. TEC anticipates that some local
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EXHIBIT "H"
residents will shop and dine at Armory Square as many of the shops and restaurants share Main Street
and Union Street frontage, but a large portion of the trips will be shared with the casino and
hotel. TEC assumed a 40 percent shared-trip credit between the casino and Armory Square.
Pass-by Trips (for Armory Square only)
Many of the retail and restaurant trips associated with the Armory Square shopping and entertainment
center are already present in the existing traffic flow passing by the Project Area. For example, some
vehicles that are already on the roadways may decide to visit a retail shop on their way to another
destination. These vehicle trips are known as pass-by trips and are subtracted from the total trips to
calculate the total primary (or new) trips that affect the volume of traffic within the study area away
from the Project Area. Based on information contained in the ITE publication Trip Generation Handbook,
2nd Edition, approximately 26 to 34 percent of the traffic generated by retail uses typically represents
pass-by traffic. The retail land uses proposed within Armory Square contain a cinema and bowling
alley, which typically experience lower pass-by percentages. In order to provide a conservative (worst
case) analysis scenario based on a lower expectation of pass-by trip usage, only 10 percent of the
Project-generated traffic from retail uses was assumed to be pass-by trips.
Trip Generation Estimate
Table 4 on the following page provides a summary of the trips generated by the proposed
development for the Full Build scenario. In order to provide a conservative analysis scenario, no credit
was taken for trips generated by other existing land uses on the site. Due to the sites proximity to bus
transit services, TEC applied a 5-percent transit trip credit for all land uses.
As shown in Table 4, the proposed casino resort development and Armory Square retail is anticipated
to generate approximately 1,677 new vehicle trips (891 entering and 786 exiting) during the Friday
evening peak hour and approximately 1,718 vehicle trips (992 entering and 726 exiting) during the
Saturday evening peak hour.
Trip Generation Comparison
MGM provided TEC with trip generation information from another MGM casino in Detroit, Michigan
within a memorandum entitled MGM Springfield Visitation Analysis, Performed for use in Traffic Study
dated November 2012. A copy of this memorandum is included an Appendix H. This document
provides daily footfall (entering walk-in patron traffic) information collected at entry points into the
facility for each hour of each day of the year. The information is compiled to provide average footfall
information for each day of the week, which has been separated by number of patrons and number of
employees. The footfall information is then converted to number of vehicle trips based on percentages
of patrons and employees traveling by car, taxi, charter bus, public transportation, or walking. The
MGM data includes only arrivals to the facility and does not account for trips leaving the facility.
Based on the data and information provided by MGM, which indicated that the average employee
shift is approximately 8 hours and the average patron stay in the casino is 3 to 4 hours, TEC estimated
departing trips for employees based on arrivals 8 hours prior to the designated time period and
estimated departing trips for patrons based on arrivals 3 hours prior to the designated time period.
TECs detailed trip generation calculations using information from MGMs Detroit casino are included in
Appendix H.
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EXHIBIT "H"
Table 4. Trip Generation Summary

Casino
Trips
Hotel
Trips
Armory
Square
Trips
Resident
Trips
Total
Trips
Multi-use
Trips
5%
Transit
Trips
Pass-by
Trips
New
Primary
Trips
Friday Evening
Entering
Exiting
Total
902
799
1,701
92
81
173
436
454
890
30
16
46
1,460
1,350
2,810
495
495
990
49
44
93
25
25
50
891
786
1,677
Saturday Evening
Entering
Exiting
Total
967
760
1,727
116
91
207
617
570
1,187
21
20
41
1,721
1,441
3,162
641
641
1,282
54
40
94
34
34
68
992
726
1,718
Time Period
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EXHIBIT "H"
Table 5 shows a comparison of the trip generation estimate using the data provided from MGMs Detroit
casino versus the data included in TECs estimate of the trip generation using data from Mohegan Sun for
the Springfield site. As shown in the table, the Friday and Saturday daily trip generation estimate using
data from Mohegan Sun combined with ITE data is within 3 percent of the estimate using data provided
by MGM for its Detroit casino. The Friday and Saturday evening peak hour trip generation estimate using
Mohegan Sun data is 13 to 15 percent higher than the estimate using data provided by MGM for its
Detroit casino. This provides another verification of the accuracy and applicability of the data used in
TECs estimate, and suggests that TECs original estimate may be conservative.
Table 5. Trip Estimate Comparison (MGM Detroit vs. Mohegan Sun Data
MGM Data
TEC Calculation
Time Period
Net Difference
(from MGM Detroit Casino)a
(Mohegan Sun Data)b
Friday Daily
26,006 vpd
26,577 vpd
+571 vpd
Friday Evening Peak Hour
1,586 vph
1,820 vph
+234 vph
Saturday Daily
30,724 vpd
29,798 vpd
-926 vpd
Saturday Evening Peak Hour
2,164 vph
1,880 vph
-284 vph
aBased on hourly footfall information from MGMs Detroit Casino provided in memorandum dated November 2012.
bTotal trips minus multi-use trips from Table 4. Trip Generation Summary.
TRIP DISTRIBUTION
Casino / Hotel Employees
Directional distribution of employee trips to and from the proposed casino and hotel was based on US
Census Journey-to-Work information for employees working in the City of Springfield. The detailed
journey-to-work model is provided in Appendix I and the resulting trip distribution percentages are
graphically depicted in Figure 7.
Casino / Hotel Patrons
Directional distribution of patron trips to and from the proposed casino and hotel was based on a gravity
model using US Census 2010 population data for municipalities within a 2-hour driving radius of the
proposed development. The detailed gravity model is provided in Appendix I and the resulting trip
distribution percentages are graphically depicted in Figure 8.
In addition, MGM Resorts prepared an economic gravity model, which estimated that approximately 55
percent of the regional casino and hotel traffic is expected to/from the north along I-91and I-291, and 45
percent is expected to/from the south along I-91. MGMs economic gravity model was compared to the
gravity model prepare using US Census population information to verify the validity of the model. As a
comparison, TECs independent gravity model estimates that approximately 50 percent of casino and hotel
traffic will be directed to/from the north along I-91 and I-291, approximately 40 percent will be directed
to/from the south along I-91, and 10 percent will utilize local roadways. This model is consistent with the
economic gravity model prepared by MGM.
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EXHIBIT "H"
Armory Square Retail Trips

Directional distribution of patron trips to and from the Armory Square retail was based on a gravity
model using US Census 2010 population data for municipalities within a 20-mile driving radius of the
proposed development. Adjustments were applied for travel time and presence of competing
opportunities. The detailed gravity model is provided in Appendix I and the resulting trip distribution
percentages are graphically depicted in Figure 9. As mentioned previously, the retail trips were
conservatively prepared because the Armory Square portion of the development has been adjusted from
165,000 SF to 140,000 SF since the preparation of the detailed trip generation and capacity analyses.
Residential Trips
Based on US Census Journey-to-Work information, approximately 50 percent of City of Springfields
work-force also resides in the City. Therefore, 50 percent of the residents living within the proposed
development were assumed to work outside the City and 50 percent were assumed to work within the City.
Due to ease of access to I-91 and I-291, it was assumed that the majority of residents working outside
Springfield and approximately half of residents working within Springfield would utilize I-91 and I-291 to
travel to/from work. Therefore, approximately 75 percent of residential trips were assumed to/from I-91
and I-291, while the remaining 25 percent of residential trips were assumed to utilize local roadways. The
directional distribution of residential trips was based on existing travel patterns in the area, location of
major office / commercial centers, and anticipated travel routes.
Trip Distribution Summary
The resulting trip distribution by land use for the proposed development is summarized in Table 6. The
site-generated traffic volume networks for each land use are presented in Appendix I. The resulting sitegenerated traffic-volume networks for Friday evening and Saturday midday peak hours are shown in
Figures 10 and 11, respectively.
Table 6. Trip Distribution Summary
Origin/Destination
Interstate 91 to/from North
Interstate 291 to/from North
Interstate 91 to/from South
State Street to/from East
Main Street to/from North
Main St / Maple St to/from South
E./W. Columbus Ave to/from South
E./W. Columbus Ave to/from North
TOTAL
Casino / Hotel
Employees
15%
35%
15%
10%
5%
10%
5%
5%
100%
Casino / Hotel
Patrons
32%
20%
36%
2%
2%
3%
3%
2%
100%
Armory Square
Retail
10%
25%
30%
10%
5%
10%
5%
5%
100%
Residential
10%
31%
34%
1%
10%
14%
----100%
The regional scale distribution of trips is depicted in Figures 12 and 13 for the entering and exiting trips,
respectively.
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EXHIBIT "H"
REDISTRIBUTED TRAFFIC (CLOSURE OF HOWARD AND BLISS STREETS)

As part of the proposed resort development project, both Howard and Bliss Streets will be closed to
through traffic. The west end of Howard will remain open with full excess/egress to the Berkshire Bank
property and will serve as a primary exit to the resorts multi-story parking structure. The eastern end of
Howard Street will be converted to the Armory Square retail developments northerly driveway and
maintain access to the Red Rose Pizzeria parking. The western end of Bliss Street is proposed to be
widened and converted to the primary entrance to the resort. It will provide access to the parking
structure, valet parking, and the hotel pick-up / drop-off area and allow connection directly to State
Street. The eastern end of Bliss Street will be eliminated.
In order to provide a conservative (worst case) analysis scenario of the site driveway operations, TEC has
assumed that all traffic currently parking in the for-fee surface parking lots and utilizing the Howard
Street and Bliss Street on-street parking will utilize on-site parking spaces within the multi-story garage.
Most of the existing trips accessing the for-fee parking lots are associated with the nearby courthouse.
Therefore, trips accessing and egressing the site for this purpose were reassigned to enter the zone via
Bliss Street along East Columbus Avenue and to exit via either Howard or Bliss Street along East Columbus
Avenue or exit via the Northerly resort driveway via State Street. The redistribution of Surface Parking
traffic volumes associated with the closing of for-fee surface parking lots is shown in Figure J-1 of
Appendix J.
As part of the proposed resort development project, the existing Red Rose Pizzeria, the Berkshire Bank
property, and the smaller for-fee surface lots near the State Street and East Columbus Avenue intersection
will be remaining. TEC estimated the trips that are currently being generated by these developments and
re-assigned their trip routes to access the developments by their future access and egress points. The
redistribution of Existing to Remain traffic volumes associated with the closing of Howard and Bliss
Streets is shown in Figure J-2 and J-3 of Appendix J for the Berkshire Bank property and Red Rose
Pizzeria, respectively.
As Howard and Bliss Streets will no longer allow through movements from East Columbus Avenue to Main
Street, cut-through traffic was removed from these surface roadways and redistributed to the most likely
routes along State Street, Union Street and alternative cut-through streets between East Columbus Avenue
and Main Street both north of State Street and south of Union Street. In addition, a small percentage of
trips will divert from Union Street to State Street in conjunction with the addition of multiple resort
driveways along Union Street. The redistribution of Cut-Through Traffic traffic volumes is shown in Figure
J-4 of Appendix J. The Net Redistributed Trips traffic volume networks were obtained by combining the
trips associated with the closing the for-fee surface parking lots, the redistribution of remaining trips for the
Red Rose Pizzeria and Berkshire bank development, and the diversion of cut-through traffic. The resulting
Net Redistributed Trips traffic-volume networks are shown in Figure 14.
BUILD TRAFFIC VOLUMES
The 2022 Build condition traffic volume networks consist of the 2022 No-Build traffic volumes with the
addition of the redistributed traffic volumes resulting from the removal of Howard and Bliss Streets and
the addition of the anticipated site-generated traffic. The resulting 2022 Build weekday evening and
Saturday midday peak-hour traffic volume networks are presented in Figure 15.
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EXHIBIT "H"
IV. Traffic Operations Analysis

Measuring existing and future traffic volumes quantifies traffic flow within the study area. To assess
quality of flow, roadway capacity and vehicle queue analyses were conducted under Existing, No-Build,
and Build traffic volume conditions at the four study area intersections along West and East Columbus
Avenue. Capacity analyses provide an indication of how well the roadway facilities serve the traffic
demands placed upon them, with vehicle queue analyses providing a secondary measure of the
operational characteristics of an intersection or section of roadway under study.
METHODOLOGY
Levels of Service
The capacity analysis was performed using the Synchro 7.0 intersection capacity analysis software which is
also based upon the methodology and procedures presented in the 2000 HCM. A primary result of
capacity analyses is the assignment of level-of-service to traffic facilities under various traffic-flow
conditions.4 The concept of level-of-service is defined as a qualitative measure describing operational
conditions within a traffic stream and their perception by motorists and/or passengers. A level-of-service
definition provides an index to quality of traffic flow in terms of such factors as speed, travel time,
freedom to maneuver, traffic interruptions, comfort, convenience, and safety.
Six levels of service are defined for each type of facility. They are given letter designations from A to F,
with level-of-service (LOS) A representing the best operating conditions and LOS F representing the worst.
Since the level of service of a traffic facility is a function of the traffic flows placed upon it, such a facility
may operate at a wide range of levels of service, depending on the time of day, day of week, or period
of year.
Queue Length Analysis
Vehicle queue analyses are a direct measurement of an intersections ability to process vehicles under
various traffic control and volume scenarios and lane use arrangements.
The signalized intersection vehicle queue analysis was performed using the Synchro 7.0 intersection
capacity analysis software which is also based upon the methodology and procedures presented in the
2000 HCM. Synchro reports both the 50th (average) and 95th percentile vehicle queues, which are based
on the number of vehicles that experience a delay of six seconds or more at an intersection and is a function of the traffic signal timing; vehicle arrival patterns during the analysis period; and the saturation flow
rate. The 50th percentile or average vehicle queue is the average number of vehicles that are projected
to be delayed by six seconds or more at the intersection under study during the analysis period. The 95th
percentile vehicle queue is the vehicle queue length that will be exceeded only 5 percent of the time; or
approximately three minutes out of sixty minutes during the peak one hour of the day. During the
remaining fifty-seven minutes, the vehicle queue length will be less than the 95th percentile queue length.
4The
capacity analysis methodology is based on the concepts and procedures presented in the Highway Capacity Manual 2000;
Transportation Research Board; Washington, DC; 2000.
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EXHIBIT "H"
UNSIGNALIZED INTERSECTIONS
The six levels of service for unsignalized intersections may be described as follows:
LOS A represents a condition with little or no control delay to minor street traffic.
LOS B represents a condition with short control delays to minor street traffic.
LOS C represents a condition with average control delays to minor street traffic.
LOS D represents a condition with long control delays to minor street traffic.
LOS E represents operating conditions at or near capacity level, with very long control delays
to minor street traffic.
LOS F represents a condition where minor street demand volume exceeds capacity of an
approach lane, with excessive control delays resulting.
The levels of service of unsignalized intersections are determined by application of a procedure described
in the 2000 Highway Capacity Manual. Level of service is measured in terms of average control delay.
Mathematically, control delay is a function of the capacity and degree of saturation of the lane group
and/or approach under study and is a quantification of motorist delay associated with traffic control
devices such as traffic signals and STOP signs. Control delay includes the effects of initial deceleration
delay approaching a STOP sign, stopped delay, queue move-up time, and final acceleration delay from a
stopped condition. Definitions for level of service at unsignalized intersections are also given in the 2000
Highway Capacity Manual 2000. Table 7 below summarizes the relationship between level of service and
average control delay.
Table 7. Level-of-Service Criteria for Unsignalized Intersections a
Average Control Delay
(seconds per vehicle)
Level of Service
A
B
C
D
E
F
< 10.0
10.1 to 15.0
15.1 to 25.0
25.1 to 35.0
35.1 to 50.0
>50.0
aSource:
Highway Capacity Manual 2000; Transportation Research Board; Washington,
DC; 2000; page 17-2.
Unsignalized Intersection Capacity and Queue Analysis Results

Level-of-service analyses were conducted for 2012 Existing, 2022 No-Build, and 2022 Build conditions for
the unsignalized intersections within the study area. The results of the unsignalized intersection capacity
analysis are summarized in Table 8. The capacity analysis worksheets are provided in Attachment K.
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EXHIBIT "H"
Table 8. Unsignalized Intersection Capacity and Queue Analysis Summary

2012 Existing
Overall Intersection Results
Union Street / Southerly Parking Garage Exit
Weekday Evening
Garage Exit SB RT
Saturday Evening
Garage Exit SB RT
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
0.34
15.3
37
0.24
11.4
<25
0.23
12.3
<25
0.23
12.3
<25
0.05
0.12
1.2
12.4
A
B
<25
<25
0.05
0.11
1.2
12.4
A
B
<25
<25
0.06
0.12
1.7
11.1
A
B
<25
<25
0.06
0.12
1.7
11.1
A
B
<25
<25
0.04
0.10
1.2
11.4
A
B
<25
<25
0.04
0.10
1.2
11.4
A
B
<25
<25
0.05
0.10
1.8
10.3
A
B
<25
<25
0.05
0.10
1.8
10.2
A
B
<25
<25
Union Street / Armory Square Easterly Driveway

Weekday Evening
Union Street EB approach
Armory Square SB approach
Saturday Evening
-
Main Street / Howard Street

Weekday Evening
Howard Street EB approach
Main Street NB approach
Saturday Evening
Howard Street EB approach
East Columbus Avenue / Bliss Street
Weekday Evening
Bliss Street WB RT
Saturday Evening
Bliss Street WB RT
2022 Build
With Improvements
V/Ca
Union Street / Armory Square Westerly Driveway

Weekday Evening
Saturday Evening
-
East Columbus Avenue / Howard Street

Weekday Evening
Howard Street WB RT
Saturday Evening
Howard Street WB RT
2022 Build
No Improvements
2022 No-Build
0.16
9.9
<25
0.17
10.0
<25
0.39
12.5
46
0.36
11.6
41
0.11
9.4
<25
0.11
9.4
<25
0.32
11.4
34
0.30
11.1
32
0.17
0.05
15.6
1.7
C
A
<25
<25
0.21
0.06
16.7
1.8
C
A
<25
<25
0.39
0.05
22.7
1.4
C
A
45
<25
0.39
0.05
22.6
1.4
C
A
45
<25
0.38
0.04
18.3
0.04
C
A
44
<25
0.43
0.04
19.7
1.7
C
A
52
<25
0.52
0.05
31.8
1.8
D
A
70
<25
0.79
0.05
53.0
1.8
F
A
153
<25
0.30
12.1
32
0.32
12.3
34
0.65
25.0
115
0.63
23.6
109
0.04
10.1
<25
0.04
10.1
<25
0.32
17.2
34
0.22
12.3
<25
Volume-to-capacity ratio
b Delay expressed in seconds per vehicle (average)
c Level of service
d 50th Percentile Queue Length (feet)
a
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Table 8 Continued. Unsignalized Intersection Capacity and Queue Analysis Summary

2012 Existing
Main Street / Bliss Street
Weekday Evening
Bliss Street EB approach
Saturday Evening
Bliss Street EB approach
State Street / Northerly Resort Driveway
Weekday Evening
State Street WB approach
Resort Driveway NB approach
Saturday Evening
State Street WB approach
Resort Driveway NB approach
Union Street / Charter Bus Driveway
Weekday Evening
Bus Driveway SB approach
Saturday Evening
Bus Driveway SB approach
Delay expressed in seconds per vehicle (average)
Level of service
d 50th Percentile Queue Length (feet)
2022 Build
No Improvements
2022 No-Build
2022 Build
With Improvements
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
0.24
0.05
16.4
1.4
C
A
<25
<25
0.25
0.05
17.1
1.5
C
A
25
<25
0.07
0.02
12.8
0.7
B
A
<25
<25
0.08
0.02
13.1
0.7
B
A
<25
<25
0.14
0.76
3.5
52.7
A
F
<25
138
0.14
0.78
9.4
56.8
A
F
<25
145
0.13
0.39
3.4
18.9
A
C
<25
45
0.13
0.39
8.9
18.6
A
C
<25
45
0.02
0.02
0.5
13.6
A
B
<25
<25
0.02
0.02
10.2
13.5
B
B
<25
<25
0.02
0.01
0.5
12.1
A
B
<25
<25
0.02
0.01
9.5
12.1
A
B
<25
<25
b
c
TEC, Inc.
29
EXHIBIT "H"
Summary of Unsignalized Intersection Capacity Analysis Results

Main Street / Howard Street (Proposed Armory Square Northerly Driveway)
Traffic on the Armory Square Northerly Driveway eastbound approach to this intersection is anticipated to
experience long delays and queues under 2022 Build with Improvement conditions during the Saturday
evening peak periods. However, the volume-to-capacity (V/C) ratio will be significantly below 1.00
indicating there will be adequate capacity to accommodate the anticipated traffic volume. As the
approach is a site driveway and no significant delays or queues occur along Main Street at this location,
no improvements to the site driveway are proposed.
State Street / Northerly Resort Driveway
Traffic on the Northerly Resort Driveway northbound approach to this intersection is anticipated to
experience long delays and queues under 2022 Build and Build with Improvement conditions during the
Friday evening peak periods. However, the (V/C) ratio will be significantly below 1.00 indicating there
will be adequate capacity to accommodate the anticipated traffic volume. As the approach is a site
driveway and no significant delays or queues occur along State Street at this location, no improvements to
the site driveway are proposed. MGM will consider police details at this intersection during peak traffic
and peak casino periods to alleviate potential traffic congestion. This intersection is not expected to
warrant a traffic signal as traffic has the option to exit via Bliss Street.
Other Intersections
All movements at all other unsignalized study area intersections are anticipated to operate at acceptable
levels of service (LOS C or better) under 2022 Build and Build with Improvement. In addition, volume-tocapacity (v/c) ratios will be below 1.00, indicating there will be adequate capacity to accommodate the
anticipated traffic volumes.
SIGNALIZED INTERSECTIONS
The six Levels of Service (LOS) for signalized intersections may be described as follows:
LOS A describes operations with very low control delay; most vehicles do not stop at all.
LOS B describes operations with relatively low control delay. However, more vehicles
stop than LOS A.
LOS C describes operations with higher control delays. Individual cycle failures may
begin to appear. The number of vehicles stopping is significant at this level, although
many still pass through the intersection without stopping.
LOS D describes operations with control delay in the range where the influence of congestion becomes more noticeable. Many vehicles stop and individual cycle failures are
noticeable, whereby motorists are not able to get through the signal on one cycle.
LOS E describes operations with high control delay values. Individual cycle failures are
frequent occurrences.
LOS F describes operations with high control delay values that often occur with oversaturation. Poor progression and long cycle lengths may also be major contributing causes
to such delay levels.
LOS for signalized intersections is calculated using the operational analysis methodology of the 2000
Highway Capacity Manual. This method assesses the effects of signal type, timing, phasing, and
TEC, Inc.
27
30
EXHIBIT "H"
progression; vehicle mix; and geometrics on delay. LOS designations are based on the criterion of control
or signal delay per vehicle. Control or signal delay can be related to driver discomfort, frustration, and
fuel consumption, and includes initial deceleration delay approaching the traffic signal, queue move-up
time, stopped delay and final acceleration delay. Table 6 summarizes the relationship between LOS and
control delay. The tabulated control delay criterion may be applied in assigning LOS designations to
individual lane groups, to individual intersection approaches, or to entire intersections.
Table 9. Level-of-Service Criteria for Signalized Intersections a
Average Control (Signal) Delay
(Seconds per Vehicle)
Level of Service
A
<10.0
10.1 to 20.0
B
20.1 to 35.0
C
35.1 to 55.0
D
55.1 to 80.0
E
>80.0
F
aSource: Highway Capacity Manual 2000; Transportation Research Board Washington,
DC; 2000; page 16-2.
Signalized Intersection Capacity and Queue Analysis Results

Table 10 on the following page show the intersection capacity analysis summary for the signalized
intersections within the study area during each peak period. The analysis includes a summary under 2012
Existing conditions as well as the 2022 No-Build and 2022 Build scenarios, and the 2022 Build scenario
with the proposed geometric and signalization improvements.
TEC, Inc.
28
31
EXHIBIT "H"
Table 10. Signalized Intersection Capacity and Queue Analysis Summary

2012 Existing
V/Ca
Delayb
Union Street / Main Street

Weekday Evening
Union Street WB approach
Main Street SB approach
Overall Intersection
2022 Build
2022 Build w/ Improvements
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
43.5
36.4
36.4
18.0
22.8
24.5
D
D
D
B
C
C
35/50
93/158
93/158
154/322
238/382
-
0.32
0.57
0.56
0.46
0.55
0.53
43.2
37.0
37.0
18.3
23.3
24.9
D
D
D
B
C
C
35/50
98/167
98/166
165/339
254/401
-
0.27
0.94
0.92
0.64
0.64
0.66
41.6
64.0
61.3
18.9
16.6
26.2
D
E
E
B
B
C
34/50
177/212
175/208
248/502
277/469
-
0.23
0.63
0.62
0.68
0.68
0.60
39.8
37.9
37.6
18.9
11.8
18.6
D
D
D
B
B
B
34/44
165/251
162/247
276/447
279/119
-
44.8
34.3
34.2
12.6
14.0
18.5
D
C
C
B
B
B
<25/28
64/88
65/89
48/184
38/186
-
0.14
0.41
0.41
0.23
0.23
0.26
44.7
34.3
34.4
12.8
14.4
18.8
D
C
C
B
B
B
<25/28
67/90
68/92
53/189
46/198
-
0.12
0.69
0.69
0.34
0.34
0.39
43.1
45.9
45.9
14.8
17.1
23.9
D
D
D
B
B
C
<25/28
128/195
128/195
104/255
124/262
-
0.08
0.46
0.46
0.36
0.36
0.36
40.3
36.7
36.7
15.4
14.9
20.5
D
D
D
B
B
C
<25/25
115/195
115/195
108/230
77/220
-
0.60
0.62
0.57
0.41
0.59
18.9
32.2
21.5
19.5
22.2
B
C
C
B
C
43/199
184/397
178/209
118/133
-
0.65
0.66
0.60
0.43
0.62
20.2
33.5
21.8
19.6
22.9
C
C
C
B
C
44/222
197/427
190/226
127/145
-
<2.0
1.11
0.57
0.62
0.83
50.5
104.7
20.5
21.4
44.4
D
F
C
C
D
78/397
412/804
177/224
203/282
-
0.54
0.50
0.45
0.45
0.52
0.56
0.55
14.8
13.8
23.4
23.7
16.8
17.5
17.9
B
B
C
C
B
B
B
28/55
64/120
127/244
98/208
186/227
212/260
-
0.28
0.29
0.43
0.29
0.37
13.1
25.3
19.6
18.2
18.7
B
C
B
B
B
34/34
69/158
137/137
83/83
-
0.29
0.31
0.46
0.31
0.39
12.9
25.2
20.2
18.6
19.0
B
C
C
B
B
36/36
74/167
146/146
89/89
-
1.85
0.75
0.44
0.56
0.67
25.3
36.6
20.3
21.9
25.1
C
D
C
C
C
42/292
242/542
131/139
177/214
-
0.36
0.35
0.33
0.29
0.39
0.49
0.43
12.0
11.9
21.3
20.9
16.0
17.1
16.5
B
B
C
C
B
B
B
26/27
49/52
108/187
71/142
137/158
181/206
-
0.75
0.49
0.55
0.81
0.77
22.8
16.8
24.2
33.9
24.8
C
B
C
C
C
187/550
105/300
116/253
186/392
-
0.82
0.54
0.56
0.82
0.82
27.5
18.5
24.0
33.7
26.6
C
B
C
C
C
225/601
123/319
125/270
200/420
-
0.90
0.54
0.61
0.82
0.86
39.5
21.6
24.0
32.2
30.8
D
C
C
C
C
262/614
128/284
142/311
229/527
-
0.88
0.53
0.60
0.80
0.84
41.7
22.7
28.5
30.4
32.1
D
C
C
C
C
311/584
153/273
183/328
349/569
-
Union Street / West Union Street / West Columbus Avenue

Weekday Evening
West Union Street EB approach
0.33
Union Street WB LT
0.53
Union Street WB LT/TH
0.53
West Columbus Avenue SB LT
0.43
West Columbus Avenue SB LT/TH/RT
0.52
0.50
Saturday Evening
0.15
Union Street WB LT
0.39
0.39
0.22
0.22
0.25
Union Street / East Columbus Avenue
Weekday Evening
Union Street EB LT
Union Street EB TH
Union Street WB TH
Union Street WB RT
East Columbus Avenue NB LT
East Columbus Avenue NB TH/RT
Saturday Evening
Union Street EB LT
Union Street EB TH
Union Street WB TH
Union Street WB RT
East Columbus Avenue NB LT
East Columbus Avenue NB TH/RT
2022 No-Build
LOSc
Level of service
d 50th/95th Percentile Queue Length (feet)
a
b
c
TEC, Inc.
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EXHIBIT "H"
Table 10 Continued. Signalized Intersection Capacity and Queue Analysis Summary

2012 Existing
2022 No-Build
2022 Build
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
Union Street / Main Street (Continued)

Saturday Evening
0.58
0.28
0.43
0.50
0.54
15.1
12.7
14.5
15.0
14.5
B
B
B
B
B
45/188
20/104
35/163
42/173
-
0.60
0.29
0.45
0.52
0.56
15.6
12.8
15.0
15.5
15.0
B
B
B
B
B
50/204
<25/111
39/178
45/187
-
0.57
0.31
0.52
0.54
0.56
15.5
13.2
16.0
16.1
15.4
B
B
B
B
B
49/222
26/126
46/206
51/224
-
0.81
0.43
0.30
0.31
0.47
42.5
28.8
13.0
8.9
23.0
D
C
B
A
C
175/247
93/139
68/202
87/206
-
0.15
0.46
0.46
0.30
0.53
0.48
45.4
34.2
34.4
17.7
20.3
23.7
D
C
C
B
C
C
<25/<25
93/93
95/95
83/206
178/387
-
0.15
0.47
0.47
0.32
0.57
0.50
45.4
33.8
33.8
18.3
21.2
24.2
D
C
C
B
C
C
<25/<25
98/98
100/100
89/216
192/420
-
0.13
0.50
0.50
0.57
0.70
0.58
44.8
28.3
28.4
25.5
27.5
27.6
D
C
C
C
C
C
<25/<25
103/103
104/104
176/382
244/463
-
0.13
0.50
0.50
0.57
0.70
0.58
44.8
29.5
29.6
25.5
27.5
27.9
D
C
C
C
C
C
<25/<25
117/117
118/118
176/382
244/463
-
0.04
0.40
0.40
0.13
0.19
0.23
45.2
37.3
37.3
12.7
13.2
20.9
D
D
D
B
B
C
<25/<25
63/63
63/63
29/96
49/126
-
0.04
0.40
0.40
0.14
0.21
0.24
45.2
34.7
34.7
13.1
13.7
20.4
D
C
C
B
B
C
<25/<25
55/55
55/55
32/102
54/135
-
0.04
0.35
0.35
0.33
0.26
0.31
45.2
24.2
24.3
17.2
16.4
18.9
D
C
C
B
B
B
<25/<25
56/58
56/60
91/231
73/165
-
0.04
0.35
0.35
0.33
0.26
0.31
45.2
24.2
24.3
17.2
16.4
18.9
D
C
C
B
B
B
<25/<25
56/58
57/58
91/231
73/165
-
0.06
0.22
0.15
0.18
0.70
0.39
16.3
15.5
6.9
19.2
30.7
23.1
B
B
A
B
C
C
<25/40
34/154
<25/81
<25/131
214/253
-
0.07
0.23
0.15
0.19
0.74
0.41
16.6
15.8
6.3
18.4
31.3
23.3
B
B
A
B
C
C
<25/42
36/164
<25/80
<25/117
229/268
-
0.07
0.36
0.18
0.23
0.86
0.54
19.5
18.6
6.3
13.2
40.4
27.6
B
B
A
B
D
C
<25/39
54/265
<25/73
<25/61
295/349
-
0.07
0.36
0.18
0.26
0.86
0.54
19.5
18.6
4.8
5.8
38.4
25.0
B
B
A
A
D
C
<25/39
54/265
<25/63
<25/39
278/336
-
0.00
0.10
0.09
0.12
0.33
0.18
6.0
6.4
9.9
10.1
25.9
17.3
A
A
A
B
C
B
<25/<25
<25/27
<25/49
<25/<25
82/123
-
0.00
0.11
0.09
0.13
0.34
0.19
6.4
6.7
10.2
10.4
25.6
17.2
A
A
B
B
C
B
<25/<25
<25/30
<25/52
<25/<25
87/129
-
0.00
0.25
0.09
0.13
0.57
0.35
18.4
15.9
10.6
10.9
31.1
22.9
B
B
B
B
C
C
<25/<25
37/190
<25/61
<25/45
160/211
-
0.00
0.25
0.09
0.13
0.57
0.35
18.4
15.9
10.6
10.9
27.5
20.9
B
B
B
B
C
C
<25/<25
37/190
<25/61
<25/45
120/161
-
State Street / West Columbus Avenue

Weekday Evening
State Street EB approach
State Street WB LT
State Street WB LT/TH
West Columbus Avenue SB TH/RT
Saturday Evening
Union Street WB LT
State Street / East Columbus Avenue
Weekday Evening
State Street EB LT
State Street EBTH
State Street WB TH
State Street WB RT
East Columbus Avenue NB approach
Saturday Evening
State Street EB LT
State Street EBTH
State Street WB TH
State Street WB RT
East Columbus Avenue NB approach
Level of service
a
b
c
TEC, Inc.
33
EXHIBIT "H"
Table 10 Continued. Signalized Intersection Capacity and Queue Analysis Summary

2012 Existing
State Street / Main Street
Weekday Evening
State Street EB TH
State Street EB RT
State Street WB LT
State Street WB TH
State Street WB RT
Saturday Evening
State Street EB TH
State Street EB RT
State Street WB LT
State Street WB TH
State Street WB RT
2022 No-Build
2022 Build
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
V/Ca
Delayb
LOSc
Queued
0.73
0.73
0.75
0.17
0.53
0.79
0.75
37.4
57.7
31.3
14.6
37.7
38.0
34.5
D
E
C
B
D
D
C
266/309
91/205
339/540
<25/25
97/155
163/205
-
0.82
0.73
0.81
0.18
0.54
0.81
0.80
44.0
55.7
35.4
15.3
37.0
38.9
36.8
D
E
D
B
D
D
D
280/327
99/215
364/581
<25/26
106/182
175/233
-
1.33
1.13
1.16
0.17
0.58
0.74
1.03
198.1
157.1
119.1
17.8
34.6
31.8
95.4
F
F
F
B
C
C
F
493/685
158/289
595/820
<25/25
147/268
168/275
-
0.80
0.21
0.70
0.95
0.16
0.84
0.79
0.87
39.7
25.4
27.7
49.1
11.9
39.7
37.3
37.5
D
C
C
D
B
D
D
D
267/421
33/87
67/138
467/723
<25/36
170/261
187/324
-
0.32
0.68
0.41
0.14
0.61
0.56
0.48
25.8
46.0
17.1
10.5
37.9
29.3
26.7
C
D
B
B
D
C
C
72/174
71/126
90/224
<25/<25
81/172
85/133
-
0.36
0.70
0.44
0.15
0.61
0.58
0.51
27.2
47.1
18.2
11.1
36.9
29.0
27.1
C
D
B
B
D
C
C
79/182
75/136
99/237
<25/<25
89/187
89/145
-
0.87
0.80
0.60
0.14
0.62
0.57
0.71
51.6
53.6
22.8
12.1
35.6
27.3
33.6
D
D
C
B
D
C
C
200/459
102/227
151/339
<25/25
96/255
83/178
-
0.48
0.12
0.45
0.53
0.13
0.77
0.60
0.55
25.9
20.7
14.2
17.8
9.3
40.8
30.1
24.8
C
C
B
B
A
D
C
C
114/280
<25/56
46/125
138/332
<25/34
104/206
87/142
-
Level of service
a
b
c
TEC, Inc.
34
EXHIBIT "H"
Summary of Capacity Analysis Results

All movements at the signalized intersections surrounding the site will operate at acceptable levels-ofservice (LOS D or better) during 2022 Build-with-Improvements conditions. In addition, V/C ratios will be
below 1.00, indicating there will be adequate capacity to accommodate the anticipated traffic volumes
generated by the casino resort development. A detailed summary of improvements to the study area
intersections and these improvements effect on the capacity and queues on the surrounding roadways is
included in Chapter V.
TEC, Inc.
32
35
EXHIBIT "H"
V. Intersection and Roadway Improvements

After evaluating the capacity and safety characteristics of the study area roadways and intersections, the
next step is to identify measures to improve the roadways and intersections based on existing and future
deficiencies. The frontage roads, East Columbus Avenue and West Columbus Avenue, have shared
jurisdiction between the City of Springfield and MassDOT, both of whom may require physical mitigation.
The following section provides a summary of measures that are recommended in order to improve the
existing and future operations of the study area intersections. A conceptual improvement plan depicting
the proposed mitigation measures is included in Appendix L.
INTERSECTION CAPACITY AND SAFETY IMPROVEMENTS
TEC recommends the following improvements to mitigate the impacts of the new vehicle trips and improve
the safety characteristics of existing facilities as part of the project:
1. Modify the barrier at the end of the I-91 southbound off-ramp and replace with guardrail to
improve motorist sight distance at the merge area
2. Install vehicle queue detectors on the I-91 southbound off-ramp that will be wired to the traffic
signal controller at the intersection of West Columbus Avenue / Union Street. These will be used to
monitor traffic conditions and provide an extended green interval, if necessary.
3. Reconstruct the curb lines on Union Street under the I-91 bridge to accommodate five travel lanes
where four exist today. The work can be completed between the existing bridge piers by
implementing 10-foot wide left-turn lanes and 11-foot wide through lanes with 2-foot side
shoulders (56 feet curb-to-curb). This may require adjustments to the bridge pier footings.
4. Perform partial traffic signal reconstruction at the intersections of East Columbus Avenue/ Union
Street and West Columbus Avenue/ Union Street and improve signal phasing. The exclusive
pedestrian phasing to cross West Columbus Avenue will be converted to concurrent operations,
whereby pedestrians will walk at the same time as the parallel traffic. The phasing has been
modified to move, or clear, traffic through the two intersections with limited potential for blocking.
5. Perform minor curb work and restripe the Union Street westbound approach to East Columbus
Avenue to accommodate one through lane and one shared through-right lane. The eastbound
receiving area will be limited to one lane. Additional lane use signs will be installed to direct
motorists to the appropriate lane(s).
6. Improve the corner radii between East Columbus Avenue and Bliss Street to more efficiently
process patron traffic entering and exiting the self-park garages.
7. Construct a 12-foot shoulder along East Columbus Avenue, between Howard Street and Bliss
Street, to allow for acceleration and deceleration maneuvers associated with garage access.
8. Perform minor improvements to the alignment of the channelizing islands on East Columbus Avenue
as it approaches the northerly Exit 7 on-ramp to I-91 northbound (just north of State Street).
9. Remove the existing on-street parking on State Street and resurface and restripe the pavement to
accommodate a 10-foot left-turn lane into the hotel drop-off / valet parking area
10. Restripe a right-turn lane on State Street eastbound approach to Main Street within the existing
curb lines. This better utilizes the existing pavement area.
11. Perform pedestrian facility improvements along the Main Street, State Street, and Union Street
corridors and all roadways internal to the project. This includes upgrades to the bus stops and
shelters that lie in front of the site along Main Street.
12. Install raised reflectorized stanchions along the painted centerline on Union Street and install
regulatory signs to limit access into the self-park garage to right-in and right-out. The self-park
exit is signed as a one-way exit.
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EXHIBIT "H"
13. Work with MassDOT to deploy variable message signs on I-91 and I-291 to notify motorists of
traffic conditions in the downtown area. These would be used to inform the public of varying
traffic conditions for all downtown events, including the casino.
14. Utilize on-site wayfinding signs to direct patrons to the access and egress points that are most
efficient for the intended destination.
15. Coordinate the traffic signals and improve vehicle detection along Dwight Street, if necessary, to
improve the flow of patron traffic from I-291.
16. Construct a pedestrian bridge between the project site and the MassMutual Convention Center.
TRANSPORTATION DEMAND MANAGEMENT
To reduce single-occupancy vehicle trips generated by the project, MGM will implement a transportation
demand management (TDM) program to maximize employee vehicle occupancy and thereby reduce the
vehicular demand on the site. Many other services can allow for multi-modal options for patrons. The
program should consider rideshare programs, subsidized transit fares with the Pioneer Valley Transit
Authority (PVTA), airport shuttle services, guest shuttle services to the Amtrak Station and area attractions,
and zip car availability for hotel guests.
A number of transportation demand management (TDM) measures are recommended to reduce vehicle
trips and better manage traffic generated by the proposed Project. These measures are summarized
below and described in the following sections.
Transit Measures:
o Locate development in close proximity to PVTA bus and Amtrak services, including
Union Station
o Provide shuttle bus or trolley service between development, Union Station, and local
attractions
o Offer transit subsidies for employees
Pedestrian and Bicycle Treatments:
o Provide on-site bicycle racks
o Provide bicycles and equipment for employees
o Provide showers for employees that commute by walking or biking
o Reconstruct sidewalks along study area roadways to improve pedestrian access
Parking Measures:
o Provide a reduced valet rate for vehicles with three or more patrons
o Provide preferential parking for rideshare and carpool
o Provide charging stations for electric vehicles
o Implement parking fees in parking lots to discourage vehicle trips
o Implement an IT System to direct drivers to open parking spaces
Other Measures:
o Maintain major employee shift times that are outside the traditional downtown peak
hours of 7:00 AM to 9:00 AM and 4:00 PM to 6:00 PM
o Provide a Transportation Coordinator on-site
o Encourage vanpool and carpooling programs
o Provide and update a monthly Commuter Bulletin
o Facilitate events through coordination with MassRIDES and PVTA
o Consider providing Zip Cars for employee and resident use
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EXHIBIT "H"
Public Transportation Services

The Project will be located in close proximity to the PVTA Union Station, which provides Amtrak and bus
service throughout Springfield and surrounding municipalities. In addition, several PVTA bus routes
operate throughout the study area. As part of the project, bus shelters with schedules and route maps will
be constructed or enhances along Main Street. The Proponents will coordinate with PVTA to identify the
most appropriate locations for these bus shelters and any changes to bus routes that may be necessary.
MGM will sponsor a downtown trolley to facilitate trips along the Main Street corridor. This will reduce
the number of patron vehicle trips that may occur between the casino and nearby land uses.
Transit Maps, Schedules, and Passes
To increase transit use by casino / hotel and retail patrons and employees, transit passes will be sold onsite at various locations. In addition, bus and Amtrak schedules with transit maps will be provided on-site
at all locations where transit passes are sold, as well as at other key locations in information kiosks. The
information for public transportation options are provided in Appendix M.
Transit Passes for Employees and Patrons
As previously noted, transit passes will be sold on-site for Project patrons. In addition, employees will be
offered transit subsidies to their employees. Employers will distribute free or discounted transit passes to
their employees, along with information regarding transit routes and schedules. An on-site Transportation
Coordinator (TC) or Transportation Management Office (TMO), which is discussed further in a following
section, will assist employers in distributing this information and passes to employees.
Pedestrian and Bicycle Treatments
Bicycle Racks
The developer will provide bicycle racks in appropriate locations throughout the site to facilitate bicycle
trips to/from the development. Most racks will be located in secure, covered areas located in close
proximity to major entrances to provide additional convenience.
Bicycles and Equipment for Employees and Residents
MGM will provide bicycles that may be used by employees to travel to/from the site. These bicycles may
be provided in specialized locking racks on site. Employees can sign-out a key card, which will allow them
to unlock these bicycles for use. MGM will also provide bicycle equipment such as helmets and bicycle
locks to employees at free or discounted prices to further encourage bicycle travel to/from the site.
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EXHIBIT "H"
Bicycle and Pedestrian Route Maps

The TC or TMO will be responsible for coordinating with retailers to distribute bicycle and pedestrian route
maps to patrons, employees, and residents. These maps will indicate to potential bicyclists and walkers the
safest and most appropriate routes to travel.
Showers and Lockers for Employees
MGM will provide shower and locker facilities for employees to further encourage bicycling to/from work.
These facilities will be available for use by employees of the Armory Square Shopping Center.
Sidewalk and Crosswalk Improvements
Sidewalks will be reconstructed along the study area roadways and crosswalks upgraded to meet
ADA/AAB and MUTCD guidelines to improve walking to/from the site.
Parking Measures
Preferential Parking
Preferential parking will be offered to employees participating in rideshare or carpool programs. The TC
or TMO would distribute parking passes or tags to employees participating in recognized rideshare or
carpool programs at no cost to the employees. These passes would allow employees to park in reserved
spaces dedicated for rideshare and carpool participants that are strategically located in convenient
locations.
To encourage patrons to commute to the facility together, the Proponent will create a reduce valet parking
rate for cars with three or more patrons.
Electric Vehicle Charging Stations
Charging stations for electric vehicles will be provided within the on-site parking garages. Directional
signage will be implemented to direct drivers toward these electric vehicle charging stations.
IT Systems for Parking Lots
Although this technology will not reduce the number of vehicle trips traveling to/from the development
from outside the study area, implementing Information Technology (IT) systems within parking lots to direct
drivers to open spaces would reduce on-site congestion by minimizing recirculation of vehicles to look for
open parking spaces. These systems would be integrated between parking areas to record the number of
vehicles entering and exiting a parking lot and provide an indication to drivers of the availability of
parking spaces within each parking area. When spaces are full, the dynamic messaging signs would direct
drivers to other parking facilities with open spaces. Where spaces are open, the dynamic messaging signs
would direct drivers to the open parking spaces within that parking area.
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EXHIBIT "H"
Other TDM Measures

Transportation Coordinator or Transportation Management Office
In order to facilitate the TDM program, a Transportation Coordinator (TC) or Transportation Management
Office (TMO) will be provided to manage the TDM program and reach out to residents, business owners,
and employees. The TC or TMO will be responsible for:
Posting and distributing announcements

Holding promotional events to encourage ridesharing, using public transit, bicycling, and
walking
Monitoring the program and assisting in the evaluation
Providing transit schedules and information about program services
Coordinating on-site sales of transit passes
Managing transit subsidy programs for employees
Coordinating rideshare and carpool programs and coordinating with employees to offer
preferential parking for participants
Coordinating with PVTA and MassRIDES to implement TDM programs and improve transit
mode share
Zip Car
MGM will consider providing Zip Car services on-site for use by employees and residents. The TMO or
property manager would likely be responsible for purchasing and providing Zip Cars. These vehicles
would be parked in designated spaces and would be available for use by residents and employees when
available on an as-needed basis. The provision of Zip Car allows residents and employees without
vehicles to rely mostly on public transit, but provides a few shared vehicles that residents and employees
may use for infrequent trips that require the use of a personal vehicle. This service can be extended to the
public as a transportation resource for the South End neighborhood.
Rideshare or Carpool / Vanpool Programs
MGM will implement rideshare, carpool or vanpool programs to encourage ridesharing and reduce vehicle
trips. The TC or TMO will assist employees and residents in finding appropriate carpool matches and send
out match lists.
Guaranteed Ride Home Program
The concern of many potential carpool participants is how they would get home if either they or the driver
in their carpool has an emergency or must leave unexpectedly. The fear of being stranded without a ride
home can discourage employees from participating in carpool programs. To reduce these fears and
increase carpool participation, the Proponents will offer a guaranteed ride home program. This program
would be managed by the TC or TMO, and would allow anyone participating in a rideshare or carpool
program to receive a free taxi ride home for unexpected events. Where transit service is available to the
employees home, the employee could be given a free transit pass to travel home should an unexpected
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EXHIBIT "H"
event occur. This program could also be extended to those walking or biking to work or commuting to
work via transit services, such as Amtrak, which does not provide regular and frequent service throughout
the day. In the event that an employee who traveled to work via Amtrak or bus needs to leave for an
unexpected event, this employee could be granted a free taxi ride home. Additionally, employees who
bicycle to work on inclement weather days will be provided with a ride home via either taxi, transit, or a
rideshare service such a multi-passenger van acting as a bus for employees bicycling to work.
MITIGATING FOR CONSTRUCTION PERIOD TRAFFIC AND SIDEWALK IMPACTS
The MGM design team will prepare Temporary Traffic Control Plans for use by the contractors during the
construction of the transportation and utility improvements. These plans will comply with MUTCD Standards
and depict the work zone; advance warning signs, barrel and barrier placement, temporary pavement
markings, vehicular and pedestrian detours.
Main Street, State Street, and Union Street will remain open to thru traffic with minimum 11-foot lanes at
most times during construction. The roadways will maintain two-way traffic flow whenever feasible and
require temporary lane closures as necessary. As a result, parking will be temporarily prohibited along
the south side of State Street and west side of Main Street for periods of construction. Short-term road
closure at off-peak times may be required for final paving, pavement marking application and major
utility construction including trunk-line improvements and service connections. Detours will be mapped out
on the Temporary Traffic Control Plans showing routes and signage and will be prepared during the
design process. Access will be maintained to those portions of Howard Street and Bliss Street that service
the abutting properties; the remainder of those two streets will be closed permanently to allow construction
of the MGM facility.
Pedestrian access, with ADA/AAB accessible ramps, will be maintained but limited to one side of the street
opposite the work zone. Signs identifying sidewalk closures and crossing locations will be provided at the
adjacent signalized intersections to direct pedestrians to the appropriate sidewalk route. Temporary midblock crossings, if necessary, will maintain access to area businesses and will be installed with appropriate
signs and pavement markings. Where travel on existing sidewalks must be maintained during building
construction, the sidewalk will be shielded with scaffolding for debris protection.
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EXHIBIT "H"
VI. Parking Summary

PARKING SUPPLY
Existing Parking Supply
There are currently 859 for-fee surface parking spaces between State Street and Union Street within the
boundaries of the redevelopment project. In addition, there are 46 on-street (metered and unmetered)
parking spaces along Bliss and Howard Streets. Outside of the redevelopment project boundaries, there
are 24 marked on-street spaces (metered and unmetered) along State Street between East Columbus
Avenue and Main Street and 40 marked on-street parking spaces (metered and unmetered) along Main
Street between State Street and Union Street. Currently, traffic accessing buildings in the immediate area
also have the ability to access two structured parking facilities including the 687 space I-91 South Garage
located under Interstate 91 between West and East Columbus Avenues just north of State Street. The
second I-91 North Garage is also located north of Bridge Street under Interstate 91 and consists of 1,080
spaces.
Proposed Parking Supply
As part of the proposed MGM resort development, the existing parking facilities within the project
boundaries will be eliminated (a total of 905 existing parking spaces) and a new multi-story parking
facility will be constructed to accommodate the parking demands generated by the proposed casino and
hotel developments. A total of 4,801 structured parking spaces are proposed within the parking garage.
In addition, 169 surface lot parking spaces are proposed as part of the Armory Square Retail
Development, which will provide a total of 4,970 parking spaces on the site for use by the proposed land
uses.
PARKING DEMAND
Existing Parking Demand
TEC, Inc. conducted a parking utilization survey for the existing on-street and off-street parking spaces
within the area bounded by State Street, Main Street, Union Street, and East Columbus Avenue, as well as
the nearby I-91 South Garage. This parking survey was conducted on Friday, November 16, 2012 in 30minute intervals from 11:00 AM to 5:00 PM. As the majority of majority of the users of these parking lots
are visitors of the adjacent courthouse or employees working in nearby businesses, utilization of these
parking lots is extremely low on Saturdays and Sundays. Therefore, weekend parking utilization surveys
were not conducted for these parking lots. The detailed parking survey information is provided in
Appendix N and the results of the survey are summarized in Table 11.
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EXHIBIT "H"
Table 11. Existing Parking Demand Summary

Existing Parking Demand
Time
I-91 South Garage
Off-Street Parking
On-Street Parking
430
400
379
343
328
345
338
329
309
297
271
216
430
599
564
515
469
446
443
446
456
455
393
334
215
599
101
100
87
91
79
80
94
90
83
75
78
66
101
11:00 AM
11:30 AM
12:00 PM
12:30 PM
1:00 PM
1:30 PM
2:00 PM
2:30 PM
3:00 PM
3:30 PM
4:00 PM
4:30 PM
Peak
Total Parking
Demand
1,130
1,064
981
903
853
868
878
875
847
765
683
497
1,130
Casino / Hotel Parking

TEC utilized casino / hotel visitor information provided by MGM from another MGM casino in Detroit,
Michigan (included in Appendix H) to estimate the parking demand generated by the proposed casino
and hotel. This document provides hourly vehicle arrival information separated by patrons and
employees, as well as by type of vehicle (passenger car, taxi, charter bus, etc.). Based on information
provided by MGM, which indicated that the average employee shift is approximately 8 hours and the
average patron stay in the casino is 3 to 4 hours, TEC estimated parking demand for employees based on
total arrivals over an 8 hour period and estimated parking demand for patrons based on total arrivals
over a 3 hour time period. The detailed parking demand generation calculations are included in
Appendix N. This information indicates that the peak parking demand for the casino / hotel on a Friday is
anticipated to be 3,926 passenger vehicles and 24 charter buses. The peak parking demand on a
Saturday is anticipated to be 4,532 passenger vehicles and 28 charter buses.
Armory Retail Parking
TEC utilized parking demand generation rates contained in the ITE publication Parking Generation, 4th
Edition for Land Use Codes (LUC) 820 (Shopping Center) and 445 (Multiplex Movie Theater) to estimate
the parking demand generated by the Armory Retail Shopping Center. As discussed in the Trip Generation
section of this report, approximately 40 percent of the Armory Retail traffic is estimated to be shared with
the casino / hotel. Therefore, the parking demand generation rates were discounted by 40 percent to
account for this sharing of trips / parking spaces. The detailed parking demand calculations are included
in Appendix N. The peak parking demand for the Armory Retail that are not associated with a shared
trip to the casino is anticipated to be 62 spaces on Friday and 54 spaces on Saturday.
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EXHIBIT "H"
Residential Parking
ITE parking demand generation rates for LUC 220 (Apartments) were used to estimate the parking
demand generated by the proposed residential units. The peak parking demand for the residential units is
anticipated to be 424 spaces on Friday and 450 spaces on Saturday.
Total Parking Demand
The parking demands for the casino / hotel, Armory Retail, and residential units for each hour of the day
were calculated as discussed above and superimposed to estimate a total parking demand for the entire
site. These calculations are included in Appendix N, and indicate that the peak parking demand for the
entire site will be 4,292 spaces on a Friday and 4,910 spaces on a Saturday. A total of 4,970 parking
spaces will be provided on the site. Therefore, the proposed parking supply will be adequate to
accommodate the peak parking demand.
Shared Parking
The MGM parking facility will be free to the public. The demand for parking increases during the evening
peak hours and the weekends when the courthouse is closed. There is sufficient parking supply to allow
courthouse employees and visitors to use the MGM garage and still have a significant reserve supply
during weekday daytime periods.
Construction Period Parking Impacts
The existing for-fee parking lots within the project limits will be closed during construction of the garage.
Of the 700 parked vehicles, approximately 200 can be accommodated in the I-91 South Parking Garage.
The remaining 500 motorists will be temporarily directed to the I-91 North parking facilities and shuttled
to the courthouse and other adjacent businesses. Most of the contractors employees will be directed to
park in these off-site parking facilities and will be shuttled to the site. This is expected to occur over a 12month period and shuttles will be provided non-stop between the hours of 7:00 AM and 6:00 PM for the
adjacent businesses. Upon completion of the new parking structure, users will be redirected back to the
site for access to the new facility.
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EXHIBIT "H"
VI. Conclusion
The proposed MGM complex has superior access to the local streets and regional highway network with
access to several I-91 and I-291 interchanges. The pedestrian access to the adjacent land uses and the
entire Main Street corridor will complement an increasingly vibrant downtown.
Parking data was collected to understand the needs for the adjacent courthouse and the downtown
businesses. The courthouse and office uses see their demand peak in the weekday morning and midday
periods when the casino complex is less active. Conversely, those same uses generate a negligible number
of trips when the casino is most active during the weekday evening and weekend periods. This symbiosis
of land uses allows for a shared parking supply in the MGM parking structure that can be used without
fee. The parking analysis confirms that the proposed parking supply is adequate for both the casino
complex and the surrounding land uses.
The multiple access points to the highway network and the downtown will create additional bypass traffic
for downtown businesses while avoiding the residential neighborhoods. One key to the successful
management of traffic is public information. The Proponents traffic management plan includes a series of
robust public information measures, such as social media and intelligent transportation and information
systems to route traffic to the most appropriate route. These measures are complemented by a number of
transportation demand management tools to reduce the number of site-generated automobile traffic,
including shuttle and trolley services and public transportation options.
This preliminary traffic impact study was prepared based on record data from prior successful casino
developments by MGM and within New England and peak hour analysis. It demonstrates that the local
and interstate ramp intersections, with modest improvements, can accommodate the entire development
program and still attain acceptable levels of service. All intersections are expected to operate at an
overall level of service D or better when assessed in a 10-year horizon. This means that there is still
reserve capacity following construction of the MGM facility to accommodate additional growth and
renewal in the downtown.
The Phase II RFP process allows for a dialogue of the proponents project presentation, identification of
comments from City staff and the general public, and a framework for future permitting and host
agreements regarding off-site transportation mitigation and other related improvements. This preliminary
traffic study is a document that can be used as the foundation for future analysis as part of the Citys local
permitting process and through the extensive State review process as part of the Massachusetts
Environmental Policy Act (MEPA). With successful implementation of the transportation and parking
improvements, the traffic from the casino complex can be safely and efficiently accommodated on the
area roadways.
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EXHIBIT "H"
erne Commonwea[tli of :Massacliusetts

~cutive
Office of P,nergy ana P,nvironmenta(Jljfairs

100 Cam6ridfJe Street, Suite 900
(]3oston, :MJl 02114
Deval L. Patrick
GOVERNOR
Tel: (617) 626-1000

Fax: (617) 626-1181
http://www.mass.gov/envir
Richard K. Sullivan Jr.

SECRETARY
February 7, 2014
CERTIFICATE OF THE SECRETARY OF ENERGY AND ENVIRONMENTAL AFFAIRS

ON THE
DRAFT ENVIRONMENTAL IMPACT REPORT
PROJECT NAME
PROJECT MUNICIPALITY
PROJECT WATERSHED
EEANUMBER
PROJECT PROPONENT
DATE NOTICED IN MONITOR
: MGM Springfield
: Springfield
: Connecticut River
: 15033
: Blue Tarp Redevelopment LLC
: December 18, 2013
As Secretary of Energy and Environmental Affairs, I hereby determine that the Draft
Environmental Impact Report (DEIR) submitted on this project adequately and properly
complies with the Massachusetts Environmental Policy Act (G. 1. c. 30, ss. 61-621) and with its
implementing regulations (301 CMR 11.00). The Proponent must prepare and submit for review
a Final Environmental Impact Report (FEIR) in response to the Scope provided in this
Certificate.
Project Description
As described in the DEIR, the project consists of a 881,691 sf mixed-use redevelopment
consisting of a casino, a retail and entertainment center, a hotel, apartments, and a daycare
center. It is proposed on a l5.6-acre site in downtown Springfield. The Proponent is seeking a
Category 1 gaming license pursuant to Chapter 194 of the Acts of 20 11: An Act Establishing
Expanded Gaming in the Commonwealth and M.G.L. Chapter 23K, Section 19, as amended by
Section 16 of the Expanded Gaming Act, which authorizes the Massachusetts Gaming
Commission (MGC) to license three casinos. The Act identifies three regions of the state Region A (Suffolk, Middlesex, Essex, Norfolk and Worcester counties), Region B (Hampshire,
Hampden, Franklin and Berkshire counties) and Region C (Bristol, Plymouth, Nantucket, Dukes
and Barnstable counties). This project is located in Region B.
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
The DEIR indicates that the redevelopment is designed to take advantage of the existing
transportation infrastructure and to integrate the uses into the existing urban fabric by providing
access at the street level and design of streetscape elements including shade trees, street
furniture, planters, enhanced lighting, street banners, gathering spaces and landscaping. It
consists of two primary areas ~ the Casino Block (501,108 sf) and the Retail Block (159,397 sf).
The Casino Block includes the following: 126,701 sf of casino gaming facilities with
3,821 gaming positions, a 250-room hotel; 55,584 sf of convention space; 7,682 sf of retail
space; 48,131 sf ofrestaurant space; 9,437 sf of office space and 54 apartments (1-3 bedroom
units).
The Retail Block includes a retail and entertainment center (' Armory Square') and an eightstory parking structure to provide 3,740 parking spaces. It will include a bowling alley, retail
space, restaurant space, multi-screen cinema, event plaza, office space and a radio station.
The redevelopment includes a combination of new construction, redevelopment of
existing buildings, retention of existing infrastructure and facilities, and demolition. Demolition
includes the WCA boarding house on Bliss Street, the Howard Street Primary School and the
Howard Street apartment building. The project includes construction of access drives, extensive
landscaping, construction of a new stormwater management system and other associated
infrastructure. Vehicular access to and circulation within the site is proposed via State Street,
Union Street and East Columbus Avenue.
The DEIR identifies several project changes resulting from evolution of the design and
ongoing coordination with State Agencies, the City of Springfield and other stakeholders. The
Proponent and the City of Springfield signed a Host Community Agreement (HCA), which was
. approved by Springfield voters through a referendum on July 16,2013. The DEIR describes the
HCA and includes a copy of the agreement. It includes an initial payment of $15 million to the
City and will provide up to $25 million annually. Payments include, but are not limited to,
property tax payments, community impact payments, community development grants and park
improvements. It includes a requirement that the project construction be completed within 33months of the issuance of a Gaming License and requires the establishment of a Casino Advisory
Committee.
The DEIR identifies changes in project uses and square footage. The project has eliminated a
proposal to change the use of the Leonardo DaVinci Park. Instead, the Proponent will provide
funds to City to design and construct park improvements, relocate playground equipment and
fund annual park maintenance costs. Off-site open space improvements, including the
construction of a recreational boating dock in a section of the Connecticut Riverwalk and
Bikeway, have been eliminated from the project. The Proponent will provide a $1 million grant
to the City for improvements to Riverfront Park.
"
The construction period for the entire project is estimated at 27 months and construction
of the casino is approximately 18 months. The Proponent estimates that its investment in this
project is worth $800 million dollars.
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
Project Site
The 15.6-acre site is located in downtown Springfield and is comprised of several city
blocks. It includes nine acres of surface parking, 4.2 acres of buildings and 1.8 acres of paved
surfaces and sidewalks. It is bounded by Main Street to the northeast, Union Street to the
southeast, East Columbus Avenue and Interstate 91 (1-91) to the southwest and State Street to the
northwest. The site includes portions of Bliss Street and Howard Street. The Connecticut River
and associated parkland is located to the west of the site and 1-91. The site contains vacant lots
and several buildings that include office, retail and residential uses. Many of the buildings were
damaged by the tornado that struck Springfield in 20 11.A number of buildings within the site are
listed on the State and National Registers of Historic Places, the State Register of Historic Places
and/or in the Inventory of Historic and Archeological Assets of the Commonwealth. The site is
located within Yz mile of Union Station and the Springfield Bus Terminal and is served by
several bus routes.
Environmental Impacts
Potential environmental impacts are associated with land alteration, traffic, water supply and
wastewater generation, waste site clean-up, and generation of Greenhouse Gas (GHG) emissions.
The DEIR provides an updated estimate of environmental impacts based on the current project
proposal and associated uses. The overall project has been reduced from 926,900 sfto 881,691
sf, a reduction of 45,209 sf. Impervious surfaces, compared to existing conditions, will be
reduced by 1.8 acres (previously 1.3 acres). The project will generate a total of24,851 average
daily vehicle trips (adt) on a Friday (compared to 27,640 identified in the ENF) and 27,590 adt
on a Saturday (compared to 29,860 identified in the ENF). When adjusted for mode share,
vehicle trips are estimated at 19,673 adt on a weekday and 21,925 adt on a Saturday. Water
demand is estimated at 246,646 gallons per day (GPD) and wastewater generation is estimated at
224,224 GPD. The number of parking spaces has been reduced by 1,060 to 3,740.
Measures to avoid, minimize and mitigate environmental impacts include redevelopment of
an existing site in close proximity to transit, roadway and signal improvements (including offsite improvements), implementation of a Transportation Demand Management (TDM) program
to limit single-occupancy-vehicle (SOV) trips, improved bicycle and pedestrian access, and the
construction of a new stormwater management system. The project includes measures to reduce
the project's GHGemissions. The project is designed to be certifiable by the U.S. Green
Building Council's (GBC) Leadership in Energy and Environmental Design (LEED) at the Gold
level. It will include a Combined Heat and Power (CHP) unit to increase efficiency, a rainwater
reuse system and financial support to support transit use.
Permitting and Jurisdiction
This project is subject to MEPA review and requires the preparation of a mandatory ElR
pursuant to 301 CMR 11.03(6)(a)(6) and (6)(a)(7) because it requires a State Agency Action and
it will generate 3,000 or more unadjusted new adt on roadways providing access to a single
EXHIBIT "I"
EEA# 15033
D EIR Certificate
February 7, 2014
location and it includes construction of 1,000 or more new parking spaces at a single location
(301 CMR 11.03(6)(a)(7)).
In addition, the project exceeds the following ENF thresholds l :
Construction, widening, or maintenance of a roadway or its right-of-way that will cut five
or more living public shade trees of 14 or more inches in diameter at breast height (30 I
CMR I 1.03 (6)(b)(2)(b));
Destruction of all or any part of any Historic Structure site listed in or located in any
Historic District listed in the State Register of Historic Places or the Inventory of Historic
and Archaeological Assets of the Commonwealth (301 CMR 11.03(1O)(b)(l));
New discharge or expansion in discharge to a sewer system of 100,000 or more GPD
(301 CMR 11.03(5)(b)(4(a)); and,
Approval in accordance with M.G.L. c. 12lB ofa new urban renewal plan or a major
modification of an existing urban renewal plan (301 CMR 11.03 (l)(b)(7).
The project requires a Gaming License from the MGC. The project requires a Sewer
Connection Permit and a Construction Site Dewatering Permit from the Massachusetts
Department of Enviromnental Protection (MassDEP). It may also require Air Quality Permits
from MassDEP for certain project components or equipment, such as the proposed CHP unit. It
requires a Vehicular Access Permit from the Massachusetts Department of Transportation
(MassDOT). In addition, it requires approval from the Department of Housing & Community
Development (DHCD) for an urban renewal plan or urban redevelopment project pursuant to
M.G.L. c. 121A or 121B. The project is subject to review by the Massachusetts Historical
Commission (MHC). The project is subject to the EEA Greenhouse Gas (GHG) Emissions
Policy and Protocol (the GHG Policy).
The project requires a National Pollutant Discharge Elimination System (NPDES)
Construction General Permit from the United States Enviromnental Protection Agency (EPA)
and a Determination of No Hazard to Air Navigation from the Federal Aviation Administration
(FAA).
Changes to the project have eliminated the requirement to obtain a Chapter 91 (c.91)
Waterways License and a Section 401 Water Quality Certification (WQC) from MassDEP. The
changes also have eliminated requirements to obtain an Order of Conditions from the Springfield
Conservation Commission and a Section 404 Clean Water Act Permit from the United States
Army Corps of Engineers (USACOE). The project may require approval from the Federal
Highway Administration (FHWA) for modifications to the highway system (1-91) and/or for
work on the National Highway System (NHS). If it does require FHWA approvals, the project
I The Certificate on the ENF iodicated that the project iocluded conversion of land held for natural resources
purposes io accordance with Article 97 of the Amendments to the Constitution of the Commonwealth to any purpose
not io accordance with Article 97 (301 CMR 11.03 (1 )(b)(3)). As currently proposed, tbe project no longer proposes
conversion of land held for natural resources purposes and, therefore, does not exceed this threshold.
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
may be subject to the National Environmental Policy Act (NEPA) and review pursuant to
Section 106 of the National Historic Preservation Act (NHPA).
Also, the proj ect requires multiple permits and approvals from the City of Springfield,
including a Road and Curb Cut Permit, Public Way Discontinue,and Application for Re-Zoning.
The Proponent has entered into a HCA with the City of Springfield, which was approved by
Springfield voters. The Proponent will enter into a Surrounding Community Agreement with one
or more surrounding municipalities.
Because the Proponent is not requesting State Financial Assistance, MEPAjurisdiction is
limited to the subject matter of required or potentially required permits; however, the subject
matter of the Gaming License confers broad scope jurisdiction and extends to all aspects of the
project that may cause Damage to the Environment, as defined by the MEPA regulations.
REVIEW OF THE DRAFT ENVIRONMENTAL IMPACT REPORT
The DEIR includes a detailed project description, identifies changes to the project since
the filing of the ENF, an alternatives analysis, identification of baseline environmental
conditions, identification of potential impacts and associated technical analysis, and
identification of measures to avoid, minimize and mitigate impacts. It provides existing and
proposed condition plans. The DEIR includes a traffic study, a mesoscale analysis, a Stormwater
Management Report and a summary ofthe Phase lA Environmental Impact Assessment (EIA).
Alternatives Analysis
The DEIR includes an alternatives analysis consisting of a comparison of impacts associated
with the Preferred Alternative, Mixed Use Alternative, Brimfield Alternative and a No-Build
Alternative. It identifies the impacts of each alternative on land alteration, creation of impervious
area, impacts to wetland resource areas, traffic generation, parking, water use, and wastewater.
The Mixed Use Alternative substitutes the casino use with retail and restaurant uses,
including 278,841 sf of retail space, 130,883 sf of restaurant space, and 45,525 sf of common
areas. Consistent with the Preferred Alternative, it includes a 250-room hotel and 54 residential
apartment units. The DEIR indicates that this alternative would have greater impacts on the
surrounding transportation infrastructure because it would generate at least twice the number of
new vehicle trips (up to 43,261 adt) than the Preferred Alternative, depending on the particular
uses developed. In addition, the Mixed-Use alternative would result in a greater percentage of
trips on local roadways as the type of development would typically generate a large proportion of
trips from Springfield and adjacent communities than the Preferred Alternative.
The Brimfield Alternative consists of a destination resort casino on an undeveloped 150-acre
site located in Brimfield, Massachusetts. The Proponent evaluated this site for the casino but
chose to shift the development from an undeveloped site in a rural location with limited public
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
transportation services to redevelopment in an urban center. This alternative would require 58

acres ofland alteration, including clearing ofland, creation of 44 acres of impervious area, and
up to 5,000 sf of alteration to wetland resource areas. The site is located near 1-90 but has no
direct access. Construction of direct access to 1-90 would require approvals from MassDOT and
FHWA.
State Agencies do not request additional analysis of alternatives or express sigllificant
concerns with the project site. The project is consistent with Executive Order 384 Planning for
Growth and the Commonwealth's Sustainable Design Principles as it proposes redevelopment of
an urban site that has excellent proximity to transit and regional highways. PYPC indicates that
the project is generally consistent with Valley Vision, the Regional Land Use Plan for the Pioneer
Yalley region, and note that it is located within an area identified as a "Priority Development
Area Suitable for Smart Growth Development" as well as an "Area Suitable for Transit-Oriented
Development (TOD)." Additional analysis of alternative sites is not required; however, the FEIR
should include the analysis of historic buildings and, based on the findings of this analysis,
evaluate alternative site designs that could avoid, minimize and mitigate impacts to historic
resources.
Traffic and Transportation
The project will generate a significant level of traffic within the City of Springfield and the
region. Trip generation is estimated at 19,673 adt on a Friday and 21,925 adt on a Saturday. Peak
hour trips are estimated at 1,290 during the Friday evening peak and 1,312 during the Saturday
midday peak. The DEIR describes how access will be provided to the site, includes a revised
Traffic Impact Assessment (TIA), assesses the project's impact on traffic growth and operations,
identifies roadway improvements, provides a TDM program to minimize single occupancy
vehicle (SOY) trips and encourage use of alternative transportation, and identifies other
measures to avoid, minimize and mitigate traffic impacts.
The majority of comments received on the DEIR are associated with traffic and
transportation issues. Comments from MassDOT indicate that the DEIR provides a
comprehensive assessment of the transportation impacts of the project based on a thorough
analysis of existing and proposed conditions. The comments indicate that MassDOT concurs
with most of the transportation findings in the DEIR and is generally satisfied with the proposed
mitigation commitments. The letter identifies a number of issues that should be addressed in the
FEIR. In addition, it notes the possibility that the project will require FHWA review and
recommends the Proponent consult with FHWA.
C
Comments from PYPC, the City of Chicopee, the Town of West Springfield and the Town of
Longmeadow identify some concerns with the traffic analysis and with the proposed approach to
development of mitigation with surrounding communities. These commenters emphasize that
necessary mitigation should be evaluated and constructed prior to occupation of the project. In
addition, comments from existing businesses directly adjacent to the site (Red Rose Pizzeria,
Colvest and Courthouse Square) express concern with the project's impacts on existing facilities,
in particular traffic impacts.
EXHIBIT "I"
MEPA 01
EEA# 15033
D EIR Certificate
February 7, 2014
Primary access to the site is proposed via a full access and egress driveway along East
Columbus A venue, located at the present location of Bliss Street. An exit driveway will be
located along East Columbus Avenue at the current location of Howard Street. Secondary access
will be provided on State Street and Union Street. Service vehicles and buses will be
accommodated at separate driveways on Union Street. An exclusive left-turn lane is proposed on
Union Street to accommodate heavy vehicles turning into the facility. Deliveries and bus traffic
are expected to occur principally outside the traditional peak hours for the adjacent streets.
Access to the Armory Square parking areas will be provided via three full access and egress
driveways along Union Street and Main Street. The primary parking supply will be provided
within a multi-story parking garage located in the southwest corner of the site adjacent East
Columbus Avenue and the Colvest property.
Patrons will access the casino, hotel, and retail parking facility from State Street, Union
Street, and East Columbus Avenue. Patrons exiting the facility and destined for points to the
south along Interstate 91 have the option to use State Street to access West Columbus Avenue.
They will also have the ability to exit the parking facility and turn right onto Union Street
(westbound only), proceed under the Interstate 91 bridge, and turn left onto the Interstate 91
southbound on-ramp.
Public transit access will be provided along Main Street and will include bus stops between
State Street and Union Street. The ENF provides a pedestrian access plan that identifies
numerous pedestrian access connections to the project site from bordering streets and sidewalks
and on-site parking areas.
.
The DEIR includes a revised TIA prepared in conformance with the EEAlMassDOT
Guidelines for EIRIEnvironmental Impact Statement (EIS) Traffic Impact Assessments. The TIA
includes an expanded Study Area (Figure 5.2-1) that extends into Longmeadow, Chicopee and
West Springfield. The DEIR indicates that the Proponent has consulted with MassDOT, PVPC,
the Pioneer Valley Transit Authority (PVTA), and communities located within the Study Area
regarding the data and analysis provided in the DEIR,. The TIAS uses a ten-year horizon period
(2024) for the majority of the study. A 20-year horizon is used for analysis of proposed roadway
improvements that affect elements of the NHS.
As required, the analysis includes consideration of recent roadway improvements (e.g. State
Street corridor and Agawam Rotary projects) and projects that are in the planning or
constructions phases (e.g. 1-91 Corridor Study (Exits 1 to 5), Intelligent Transportation System
(ITS) Improvement project, Rt5IRt57 improvements, Memorial Rotary improvements, 190/Burnetl RoadlI-291 in Chicopee, 1-90 electronic tolling, Rt159 in Agawam, and Rt 5 Corridor
Study in Longmeadow).
Trip generation estimates were developed for each of the land use categories associated with
the project. As directed by MassDOT, trip generation data from several other casinos, including
Sugarhouse Casino in Philadephia and Detroit Mohegan Sun and Foxwoods in Connecticut, as
well as trip rates identified in enviroumental reviews of other proposed casinos that are
undergoing MEPA review were used to develop a trip generation rate for the casino. The MGM
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
Grand Casino Detroit site was determined to be tbe most analogous to tbe proposed MGM
Springfield casino in terms of surrounding demographics, lo!!ation, size, and otber amenities
provided such as retail, restaurants, hotel, and convention center. Trip generation counts using
Automatic Traffic Recorders (ATR) were collected at the MGM Grand Casino Detroit.
Land uses within tbe Armory Square Retail block, including residences, were assigned trip
generation rates based on standard trip rates published in tbe Institute of Transportation
Engineers (lTE) publication, Trip Generation, 9th Edition. These include Bowling Alley (LUC
437), Multiplex Movie Theater (LUC 445), General Office (LUC 710), Shopping Center (LUC
820), High-Turnover (Sit-Down) Restaurant (LUC 932), Apartment (LUC-220)and Daycare
Center (LUC 565).
Shared trips and internal capture rates were applied to trips between tbe Armory retail block
and the Casino Block, but tbey were not applied witbin the different casino uses because of the
use of empirical trip data to develop casino trip rates. A transit trip credit of five percent was
applied to the Armory Square and residential trips. The MGM Grand Detroit provides similar
transit access as tbe proposed MGM Springfield; however, data collected did not include an
accounting of transit trips so no additional transit trip credit was applied to tbe casino trip
generation rates nor was any credit taken for pass-by trips.
The trip generation rates for tbe study casinos ranged from 0.20 to 0.42 trips per gaming
station, witb an average of 0.29 trips per gaming station during the weekday (Friday) evening
peak hour. The trip generation rates ranged from 0.25 to 0.45 trips per gaming station, with an
average of 0.32 trips per gaming station during tbe Saturday evening peak hour. Trip generatin
rates for MGM Springfield are projected as 0.34 trips per gaming position during tbe Friday
evening peak hour and tbe Saturday evening peak hour. The rates identified in tbe DEIR for the
(former) Suffolk Downs Casino include 0.31 trips per gaming position during the Friday evening
peak and 0.32 trips per gaming position during tbe Saturday midday peak.
Mode share for casino and hotel patrons and employees was based on "footfall" data
obtained from the MGM Grand Casino in Detroit while mode share for tbe Armory retail uses
was based on ITE handbook.
The majority of trips to tbe project site are assigned to tbe north along 1-91 and 1-291 and tbe
soutb along 1-9\. Directional distribution of trips was developed using a detailed gravity model.
Distribution of casino employee trips was based on US Census Bureau 2000 Journey-to-Work
data for City of Springfield. Distribution of casino and hotel patron trips to and from the Project
site was based on a detailed gravity model using economic marketing data supplied by MGM
Resorts International and supplemented by US Census 2010 population data. They were adjusted
to account for appropriate factors such as population, travel time and proximity to other potential
casinos. Distribution of trips to and from the Armory Square retail block was based on a gravity
model using US Census 2010 population data for municipalities within a 20-mile driving radius
of tbe Project site.
The traffic impact and access study describes both Existing (2012), No-Build (2024), Build
witb Mitigation (2024) conditions. It provides an operational analysis for intersections and
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
interchanges for the morning peak hour, the Friday peak hour and the Saturday midday peak
hour conditions. It provides a capacity analysis and a summary of average and 95th percentile
vehicle queues for each intersection. It presents a merge and diverge for each ramp junction and
weaving analysis for all the interchanges located in the Study Area. Traffic signal warrant
analysis, conducted according to the Manual of Uniform Traffic Control Devices (MUCTCD), is
included in the traffic study. The 2024 No-Build Scenario documents the operating conditions
independent ofthe proposed Project, including existing traffic and new traffic resulting from
background growth. A 0.5 percent per year compounded armual background traffic growth rate
was used to account for potential future traffic growth and the study assumes full occupancy of
the adjacent ColvestlEast Columbus LLC site. Site-generated traffic volumes and trip
distribution were superimposed upon the 2024 No-Build traffic networks to reflct the ~024
Build conditions.
Those intersections that are under MassDOT jurisdiction or are part of the NHS and for
which roadway improvements are proposed were also projected to the year 2034. These
intersections include: State Street/St. James Avenue/Oak Street,State StreetlFederal
StreetlWalnut Street, Main Street/State Street, State Street/Chestnut StreetlMaple Street, State
StreetlDwight Street, East Columbus AvenuelBoland Way, West Columbus AvenuelMemorial
BridgelBoland Way, State StreetlEast Columbus Avenue, State Street/West Columbus Avenue,
Union StreetlEast Columbus Avenue, and Union Street / West Columbus Avenue.
Traffic analysis identifies significant constraints at several intersections under 2024 No-Build
and Build Conditions and identifies intersections where LOS will degrade due to the project.
Roadway and signalization improvements are proposed at affected intersections within the Study
Area to establish acceptable levels under the 2024 Build Conditions. Proposed improvements for
primary project corridors and locations are summarized below. Roadway mitigation is not
limited to these improvements; the DEIR includes a more exhaustive list of proposed roadway
mitigation.
State Street Corridor: Restripe State Street between Main Street and the MGM Drive to
provide a westbound exclusive lO-foot left-turn lane into MGM Drive; install pedestrian
flasher assembly at the reconstructed mid-block crosswalk immediately west ofMGM Drive;
Construct ADA-compliant wheelchair ramps and a pedestrian refuge island at the
reconstructed crossing; and, install shared lane marking "sharrows" and bicycle shared lane
signage along State Street from West Columbus Avenue.
West and East Columbus Avenue Corridor: Widen East Columbus Avenue between
Howard Street and Bliss Street to provide al2-foot acceleration and deceleration lane; install
way-finding and lane use signage along West and East Columbus Avenues to direct drivers
towards the Interstate 91 and MGM Springfield access points; widen Union Street along the
Project site frontage to provide an exclusive left-tum lane on Union Street eastbound;
enhance the pedestrian environment by providing widened sidewalks along the site frontage;
restripe Union Street within the existing curb lines to provide two westbound travel lanes and
one eastbound travel lane near the intersection with East Columbus A venue; install a midblock crosswalk and raised median island with pedestrian refuge just east of
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
Bus Driveway, construct ADA-compliant wheelchair ramps at the crossing and consider
installation of a pedestrian flasher assembly at this crosswalk; install shared lane marking
(sharrows) and bicycle shared lane signage along Union Street from West Columbus Avenue
to Main Street.
Main Street Corridor: Relocate and improve PVTA bus stops to provide proper bus stop
lengths and bus shelters along Main Street between Union Street and State Street; install a
new crosswalk at the relocated bus stop on Main Street just north of Howard Street with
ADA-compliant ramps and MUTCD-compliant signage; restripe Main Street between State
Street and Union Street to designate parking lanes, bus stops, and travel lanes, including
striping sharrow lane markings; consider installation of bicycle lanes along this section of
Main Street; and install new parking regulation signs along Main Street between State Street
and Main Street to clearly designate proposed parking regulations.
Union Street Corridor: Widen Union Street along the site frontage to provide an exclusive
left-turn lane on Union Street eastbound entering the various site driveways to the bus
parking and Armory Square; provide widened sidewalks along the site frontage; restripe
Union Street within the existing curb lines to provide two westbound travel lanes and one
eastbound travel lane near the intersection with East Columbus Avenue; install a trolley stop
and shelter on the northerly side of Union Street adjacent to Armory Square; install a midblock crosswalk and raised median island with pedestrian refuge just\ east of MGM Bus
Driveway, construct ADA-compliant wheelchair ramps at the crossing and consider
installation of a pedestrian flasher assembly at this crosswalk; install shared lane markings
(sharrows) and bicycle shared lane signage along Union Street from West Columbus Avenue
to Main Street.
Rotaries: The North End and Memorial Rotaries are currently striped to. provide a single
circulating travel lane through the rotaries, although the rotaries are wide enough to
accommodate two circulating lanes and some approaches provide two entrance lanes. Due to
the lack of clear striping and signage, the rotaries operate inefficiently with a high occurrence
of collisions. To improve safety and operations of the North End and Memorial Rotaries,
signing and striping modifications are proposed to better define lane usage through the
rotaries. No modifications are proposed to existing curb lines.
The operations analysis indicates that the project will not degrade operations ofI-91 and 1291. The DEIR indicates that the Proponent will work with MassDOT to deploy variable
message signs along 1-91 and 1-291 to notify motorists of traffic conditions including detours,
alternative routes during special events and availability of parking. I note that many comments
were provided regarding the analysis of the 1-2911Route 5 corridor and the advisability ofreanalyzing operations within that area and considering additional mitigation.
Mitigation at some intersections is limited to traffic signal timings, coordination and offset
timings, and clearance interval timing modifications to optimize intersection operations. These
include: Dwight Street/Interstate 291 SB Ramps, Main Street/Harrison AvenuelBoland Way,
East Columbus Avenue/West Columbus AvenuelMain Street/Longhill Street, Mill Street/Locust
StreetlBelmont AvenuelFort Pleasant Avenue, Belmont Avenue/Sumner AvenuelDickinson
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
Street/Lenox Street, Park AvenuefUnion Street (West Springfield), Memorial Avenue / Union
Street (West Springfield), and Longmeadow Street (US Route 5)lForest Glen Road/Western
Drive (Longmeadow).
The DEIR includes an assessment of crash rates at each study area intersection and compares
them to the state and district averages. This information is provided in a tabular format. The
DEIR identifies the following projects that are proposed specifically to address safety issues:
East Columbus Aveuue/State Street: Introduce video detection on all approaches for both
vehicles and bicycles; install vehicle and bicycle wayfinding and lane use signage on East
Columbus Avenue northbound approach to direct drivers toward 1-91; modify the existing
pedestrian crossing across East Columbus Avenue north of the intersection; eliminate
crosswalk on East Columbus Avenue and provide proper signage and fencing to direct
pedestrians to the signalized crosswalk at State Street. upgrade wheelchair ramps to comply
with ADA standards; and retrofit existing traffic signal with MUTCD-compliant pedestrian
push buttons.
West Columbus Avenue/State Street: Install vehicle and bicycle wayfinding signage to
direct drivers to local attractions and the Connecticut River Bikeway; introduce video
detection on all approaches for both vehicles and bicycles; upgrade wheelchair ramps to
comply with ADA standards; and retrofit existing traffic signal with MUTCD-compliant
pedestrian push buttons.
Main Street/Union Street: introduce video detection on all approaches for both vehicles and
bicycles and retrofit existing traffic signal with MUTCD-compliant pedestrian push buttons.
If traffic monitoring determines that it is warranted, the Proponent and the City of Springfield
will optimize traffic signal timings, coordination and offset timings, and clearance interval
timings at these three intersections. The DEIR does not describe how improvements at these
specific intersections were developed. The FEIR should identify all study area intersections
where crash rates exceed the state and district rates, identify proposed mitigation for each or,
where mitigation is not proposed, provide an explanation.
MEPA 02
Transportation Demand Management

The DEIR includes an extensive TDM program to reduce vehicular trips and encourage the
use of alternative transportation. Comments regarding the TDM Program applaud the
Proponent's effort to provide a comprehensive, multi-modal approach. Comments also identify
opportunities to strengthen the program and request additional information be provided in the
FEIR such as providing targeted and effective incentives to encourage transit use and high
occupancy vehicles, either in the form of financial incentives or priority treatments, and
providing specificity regarding the commitments. The TDM program is comprehensive; howver,
many of the commitments are quite general. Additional specificity is required to clarify
commitments and facilitate tracking of implementation, (e.g. identify bike parking on site plan,
identify number ofEV charging stations, etc.). A summary of the TDM Program is listed below.
EXHIBIT "I"
MEPA 03
EEA# 15033
D EIR Certificate
February 7, 2014
Transit Measures
Locate development close to PVTA bus and Amtrak services, including Union Station
Coordinate with PVTA to maintain bus service directly to the site and align shifts and
PVTA schedules
Provide trolley service between the Project site, Union Station, and local attractions such
as: Basketball Hall of Fame and Quadrangle Museum Zone
Promote the use of public transportation and coordinate with PVTA to provide
information on the availability of service to employees and patrons
Provide improved bus stops with passenger amenities (weather protection, seating, real
time information, customer information) near the site
Provide preferential shift selection to employees using transit services.
Pedestrian and Bicycle Treatments
Update and retrofit pedestrian signal equipment at study area intersections surrounding
the site
Provide striping improvements for bicycle lanes or sharrows along Main Street (between
Union Station and the Project site) and State Street (between West Columbus Street and
St. James Avenue) with complementary bike signs
Provide ADA improvements at wheelchair ramps near the site
Provide enhanced connectivity to the Connecticut River Walk and Bikeway
Provide secure, weather protected, long-term bicycle parking (for employees and
residents) at designated locations within the site
Provide bicycle racks for short-term users at several locations on-site;
Provide bicycles and equipment for employees
Implement a bicycle share program
Provide showers for employees who commute by walking or biking
Reconstruct sidewalks along streets surrounding the site that are affected by construction
activities to improve access
Construct mid-block crossing with pedestrian warning device on State Street to service
the pedestrian traffic between the Project parking structure and the adjacent courthouse
Construct mid-block crossing with raised median island on Union Street to service
pedestrian traffic to land uses along southerly side of Union Street
Parking Measures
Provide a reduced valet rate for vehicles with three or more patrons
Provide preferential parking for rideshare, carpool, and hybrid vehicles
Provide charging stations for electric vehicles (EV s)
Implement an intelligent parking system to direct drivers to open parking spaces or
nearby facilities controlled by the Springfield Parking Authority
Other Measures:
Provide a full-time Transportation Coordinator on-site, employed or funded by the
Proponent
Partner with MassRiDES to implement and monitor TDM measures
Register employees with NuRIDE to encourage ride-sharing
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
Provide Car Sharing (Zip Car or equivalent) for resident and employee use with
convenient spaces located within the parking structure;
Encourage vanpool and carpooling programs
Offer employees a guaranteed ride home program
Provide and update a monthly Commuter Bulletin
Facilitate events through coordination with MassRlDES and PVTA
Provide a monitoring system to evaluate TDM goals
Public Transportation
The Certificate on the ENF indicated that public transportation should be a core component
of the mitigation program and noted the opportunity to fully integrate this project with the
existing transit network. The DEIR includes an analysis of existing and future conditions of
transit services within the Study Area. As requested, the DEIR evaluates the effect ofthe project
on transit service, including on-time performance and scheduling and concludes that the project
should not adversely affect existing transit service.
The DEIR describes the PVTA Comprehensive Service Analysis (CSA) process which will
provide a detailed evaluation ofPVTA bus service and present ways to redesign it to more
closely meet the needs of its host communities and riders. It also describes PVTA's efforts to
address gaps in service on Sundays and holidays. The Proponent has made commitments to
support PVTA operations, improve transit infrastructure and introduce a new trolley service.
There are currently two inbound and two outbound stops on Main Street. Four bus routes
travel on Main Street and use these stops (01, 02, 05, and 08) at frequencies of up to ten buses
per hour. The stops on Main Street, and the entire frontage, will be altered, especially on the
casino Project side of Main Street, as streets, and driveways are removed. It indicates that current
stops are substandard lengths and will be improved in coordination with PVTA and the City of
Springfield. Bus stops will be proposed adjacent to crosswalks to allow easy, safe and convenient
pedestrian access on Main Street, will be located on sidewalks with a minimum 1O-foot width,
and will include passenger amenities (signage, sheltered waiting areas, seating, passenger
information).
The provision of trolley service will provide convenient transit access within the downtown
while promoting tourism in Springfield. The DEIR indicates that the trolley service will use
rubber-tired vehicles and will provide connections between Union Station and downtown visitor
attractions, including MOM Springfield. It identifies a preliminary route developed by PVTA
and PVPC. No ridership analysis or projections were completed for the trolley service, nor is a
fare structure addressed. The transportation analysis does identify ridership associated with this
service or assign any credit for trolley trips.
The DEIR also describes the plarmed renovation of Springfield's Union Station into a
regional transportation center that will be the hub for PVTA's Springfield service, intercity bus
service (i.e. Peter Pan and Greyhound) and will be the northern terminus for the SpringfieldNew Haven High Speed Commuter Rail service, which is expected to start service in 2016.
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
Many commentors note the opportunity this project provides to strengthen connections between
Union Station, downtown and Springfield's tourist destinations.
Comments from PVPC discuss the informal commitments agreed to with the Proponent and
indicates that a written commitment will be developed. PVPC indicates that the trolley
. agreement under discussion assumed that it would be a free service and would provide service at
least every 30 minutes on Friday, Saturday and Sunday. In addition their comments request that
the Proponent address the cost of providing paratransit service to the project site.
Pedestrian and Bicycle Access and Safety
The project includes measures to support pedestrian and bicycle access and safety as a means
of minimizing vehicle trips to the site, to integrate the project into the urban fabric of Springfield
and to encourage patrons to visit other tourist destinations and frequent local businesses. The
DEIR includes a commitment to improving pedestrian access and amenities along the site
frontage, including reconstruction of the sidewalks along East Columbus Avenue, Main Street,
State Street, and Union Street to widen sidewalks where feasible and provide additional
pedestrian amenities such as benches, pedestrian level lighting, landscaping, and other
streetscape improvements. The project will improve connections will be made to the Connecticut
River Walk and Bikeway, the Basketball Hall of Fame, and other parks along the Connecticut
River. The DEIR includes conceptual circulation plans to identifY bicycle and pedestrian access.
Comments on pedestrian and bicycle issues acknowledge the Proponent's commitment to
support non-vehicular access to and around the site, request additional information regarding
certain aspects of the plans and request more detailed plans for the FEIR The FEIR should
MEPA 04
include more detailed plans that clearly identifY paths and location of infrastructure (including
bicycle parking) and connections. Comments from WalkBoston highlight the project's to create
new pedestrian activity and become the basis for walking throughout the downtown Springfield
area. By locating restaurants at the street edges along Main and State Streets, and the Armory
Square retail and entertaimnent complex adjacent to the casino, the project design will provide
pedestrian attraction and entertaimnent along the streets that edge the project site. Walk Boston
comments acknowledge the Proponent's willingness to consider improvements to the project and
identifY measures that will enhance the development of pedestrian access to and within the site,
as well as incorporate safe access into off-site roadway improvements.
Improvements to the Connecticut River Walk and Bikeway will include improved railroad
crossing signage and striping at the at-grade access point along West Columbus Avenue opposite
State Street. In addition, bicycle and pedestrian way-finding signage in the vicinity ofthe site
and installation oflighting under the 1-91 viaduct at State Street and Union Street to benefit
pedestrians and cyclists will encourage patrons and employees to walk and bike.
Bicycle lane markings (sharrows) and signage will be installed along the State Street, Main
Street, and Union Street corridors to enhance bicycle access to the site and downtown. The DEIR
indicates that the Proponent will consult with the City regarding provision of dedicated bicycle
lanes along Main Street fronting the site. Bicycle racks will be provided within the Armory
Square block and near major entryways. The DEIR indicates that most racks will be located in
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
secure, covered areas located near major casino, retail, office, aod residential doorways to
provide additional convenience for patrons. It indicates that secure, weather protected, long-term
bicycle parking (for employees aod residents) will be provided at designated locations within the
site. The Proponent will provide bicycle equipment such as helmets aod bicycle locks to
employees and residents at free or discounted prices to further encourage bicycle travel to aod
from the site. In addition, the DEIR indicates that the Proponent will work with the City of
Springfield to evaluate creation of a bicycle share program similar to the Hubway system in
Boston, which rents bicycles conveniently at bicycle kiosks.
The Proponent will distribute bicycle aod pedestriao route maps to casino, hotel, aod retail
patrons, employees, aod residents that illustrate walking aod bicycling routes to popular
destinations, aod identify designated bicycle aod multi-use paths. The Proponent may partner
with WalkBoston to develop the maps.
Parking
The parking garage will provide be divided into separate parking areas for self-parking, valet
parking, aod charter aod tour bus parking. Casino aod hotel valet parking will consist of
approximately 371 parking spaces on the basement level with a drop-off aod pick-up area on the
ground level. Charter aod tour bus parking will consist of22 bus parking spaces on the ground
level of the garage with a separate entraoce aod exit driveway on Union Street. Self-parking will
consist of3,369 parking spaces on the second through eighth levels of the garage, with access
provided via ao entraoce driveway on Bliss Street aod exit driveways on Union Street, East
Columbus Avenue, aod Bliss Street. Approximately 44 additional surface parking spaces will be
available fr visitors to Armory Square. These spaces are limited to 30-minute parking. A separate
7-space surface parking lot will be provided to serve the. proposed retail building on East
Columbus Avenue. A drop-off area with four parking spaces will be provided on Hubbard
Avenue for the daycare center aod a separate II-space lot is provided off of Willow Street for
daycare center employees.
As required, the DEIR includes a parking demaod aoalysis aod identifies assumptions aod
data sources. It indicates that peak parking demaod will be 3,101 spaces on a Friday aod 3,269
spaces on a Saturday. A total of 3,806 parking spaces will be provided on the site. It
demonstrates that the proposed parking supply will be adequate to accommodate the peak
parking demaod, while providing ao additional 537 parking spaces for use by existing laod uses
in the area. Employee parking is proposed in the garage aod is accounted for in the aoalysis.
Parking will be free for all users.
The DEIR includes commitments to provide preferred parking for hybrid or altemativelyfueled vehicles, carpool or vaopools, aod EV charging stations for employees aod patrons. The
DEIR indicates that, during the initial opening of the casino, employees may be shuttled from an
off-site parking lot in Springfield. The DEIR does not include an analysis of parking policies
to minimize parking demaod aod automobile use, such as fees for parking, parking cash-out
policies, aod other demaod-reduction measures for employees.
-
EXHIBIT "I"
EEA# 15033
DEIR Certificate
February 7, 2014
Transportation Monitoring Program

The DEIR describes a Traffic Monitoring Program (TMP), which is intended to monitor
traffic operations, parking occupancy, public transportation utilization, and pedestrian and
bicycle use throughout construction and for a period oftime following occupancy of the site. The
DEIR includes a commitment to monitor during construction, six months after issuance of the
casino occupancy permit, semi-armually for a period of two years following occupancy and
armually for an additional five years (seven years total). Data and reports will be provided to the
MassDOT District 2 office, the City of Springfield, PVPC and MassRIDES.
The DEIR includes a study area for the TMP, identifies the type/duration of data (TMCs,
ATR, parking utilization, transit boarding/alighting counts, employee surveys) that will be
collected, identifies analysis requirements, and identifies specific triggers for providing
additional mitigation, including TDM mitigation. The need for mitigation wili be conditioned
upon exceeding the total projected site-generated traffic through an intersection by more than 10
percent or exceeding the projected overall intersection delay by more than 20 percent.
The need for additional TDM measures to reduce vehicle trips will be conditioned upon
exceeding the total project traffic volume by more than 5%. The TMP does not include specific
mode share goals to track the effectiveness of the TDM Program. The DEIR indicates that a
monitoring program will be facilitated and managed by the Transportation Coordinator and
MassRIDES and indicates that goals will be established for transit mode share, walking, biking,
use of rideshare and carpool programs, and other TDM programs. In addition to the TMP, the
Transportation Coordinator will implement an evaluation program to determine whether the
goals of the program are being met and for modifying the programs or implementing additional
programs to meet the goals.
The DEIR indicates that, as part of a separate review process with adjacent muuicipalities, a
framework for a "look back" methodology is being developed to monitor and assess needs for
mitigation in or near the gateways to the adjacent muuicipalities. The DEIR indicates that FEIR
will include a description of this methodology. I note that comments from municipalities have
identified significant concerns with this proposed approach.
Construction Period Traffic Management
The DEIR includes a commitment to prepare traffic management plans for the construction
period for use by contractors. The DEIR indicates that the plans will depict the work zone,
include advance warning signs, barrel and barrier placement, temporary pavement markings, and
vehicular and pedestrian detours. Main Street, State Street and Union Street will remain open to
through traffic with minimum II-foot lanes at most times during construction. The roadways
will maintain two-way traffic flow whenever feasible and require temporary lane closures as
necessary. The DEIR does not specifically identify construction routes, haul zones or location of
construction worker parking.
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February 7, 2014
Air Quality
The DEIR includes an assessment of regional air quality and a mesoscale analysis. The air
quality analysis provided in the DEIR demonstrates that all background concentrations are below
the National Ambient Air Quality Standards (NAAQS).
The project triggers the MassDEP review threshold requiring an air quality mesoscale
analysis to determine if the project will be consistent with the Massachusetts State
Implementation Plan (SIP). The purpose ofthe mesoscale analysis is to determine whether and to
what extent the proposed project will increase the amount of volatile organic compounds (VOCs)
and nitrogen oxides (NOx,) emissions in the project area. The analysis is also used to develop the
GHG mobile source analysis and demonstrate compliance with GHG Policy requirements.
The analysis indicates that total emissions decrease from Existing conditions to 2024 No
Build conditions. This is attributable to anticipated improvements in vehicle engine and
emissions technologies. It indicates that emissions increase between the 2024 No Build and 2024
Build conditions, consists of a 7% increase in VOC and a 5% increase in NOx emissions.
Proposed mitigation demonstrates a modest reduction in these increases. Because project
emissions increase between the No Build and the Build conditions, the Proponent is required to
develop a TDM Program, which is described in the previous section.
Most of the stationary sources associated with the project (e.g., boilers and engines) will not
require air quality permits or they will be subject to the MassDEP Environmental Results
Program (ERP). Larger sources (such as CHP) could require an air quality permit. As currently
designed, the CHP will be subject the ERP for non-emergency engines greater than 50 kW. ERP
requirements will include certification regarding emission standards, recordkeeping, and
compliance with the MassDEP noise policy.
Greenhouse Gas Emissions
The DEIR included a GHG analysis consistent with the MEPA GHG Policy. The Policy
requires projects to quantify carbon dioxide (C02) emissions and identify measures to avoid,
minimize or mitigate such emissions. The analysis quantifies the direct and indirect C02
emissions associated with the project's energy use (stationary sources) and transportation-related
emissions (mobile sources). The GHG analysis evaluated CO2 emissions for two alternatives as
required by the Policy including 1) aBase Case compliant with ASHRAE 90.1-2007, Appendix
G and 2) a Preferred Alternative compliant with the Stretch Energy Code (SCI)? The analysis
The current Stretch Energy Code (SCI) requires energy efficiencies of20 percent better than American Society of
Heating, Refrigerating and Air-Conditioning Engineers (ASHRAE) 90.1-2007. The SCI requires modeling of base
and proposed cases based on the methodology as is defmed in ASHRAE 90.1 2007_APP"db< G. The Board of
Building Regulations and Standards (BBRS) recently adopted International Energy Conservation Code (IECC)
2012, which will be fully effective on July 1,2014. Accordingly, a revised Stretch Code (SCII) is expected to be
proposed by the BBRS, SCII is anticipated to require energy use in new large buildings to be 12 to 15 percent below
the baseline oflECC 2012 (ASHRAE 90.1-2010). The Proponent intends to obtain building permits before July
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used the eQUEST v.3.64 modeling software to perform the GHG analysis. Mobile GHG
emissions were estimated using the standard methodology in the EEAlMassDOT Guidelines for
EIRIEIS Traffic Impact Assessments, results from the mesoscale analysis, and MOBILE6.2 CO2
emission factors. Potential project-related mobile GHG emissions were compared between the
2024 No-Build, 2024 Build, and the 2024 Mitigated Build conditions.
Comments from DOER acknowledge the Proponent's efforts to address GHG emissions and
commend the project on the quality ofthe data and discussion included in its submittal. These
comments identify areas and aspects of the design that may present opportunities for further
reductions in both energy usage and GHG emissions and suggest measures and/or approaches for
consideration in achieving further reductions in energy and source GHG emissions.
I note that the City of Springfield is a designated Green Community. As such, the City has
adopted the Commonwealth of Massachusetts' Stretch Energy Code. Therefore, the project will
be required to meet the applicable version of the Stretch Code in effect at the time of
construction. The Stretch Code increases the energy efficiency code requirements for new
construction (both residential and commercial) and for major residential renovations or additions
in municipalities that adopt it. Projects may meet the Stretch Code requirement of 20-percent
better energy efficiency that the State's base energy code by either meeting the standard of20percent better than ASHRAE 90.1-2007, or by using a prescriptive energy code. Compliance
with the Stretch Code requires that the project achieve a minimum percent overall reduction in
annual energy use; therefore, the percentages of energy use may differ from overall GHG
emissions reductions. Overall, the GHG analysis concludes that the project will meet the
anticipated energy use reduction requirements of the SCI. The Proponent has committed to
construct the facility to achieve Leadership in Energy and Environmental Design (LEED) Gold
Certification or higher.
Direct stationary source CO 2 emissions included those emissions from the facility itself, such
as boilers, heaters, and internal combustion engines. Indirect stationary source CO2 emissions
were derived from the consumption of electricity, heat or other cooling from off-site sources,
such as electrical utility or district heating and cooling systems. Direct mobile source CO2
emissions are those associated with fleet vehicles (maintenance, security, shuttle buses, etc.)
Indirect mobile CO2 emissions included those emissions associated with vehicle use by
employees, vendors, customers and others.
The DEIR included a summary of modeling inputs (e.g., R-values, U-values, efficiencies,
lighting power density, etc.) for energy efficiency measures modeled such as equipment, walls,
ceilings, windows, lighting, HVAC units, etc. for both the Base Case and Preferred Alternative
based upon the conceptual design. The DEIR described design mitigation measures modeled in
the GHG analysis and proposed for adoption by the Proponent to meet the Stretch Code
requirements. The DEIR identified each type of potential mitigation measure and whether they
2014 using the current (8th edition) ofthe Massachusetts Building Code and as afforded by the ORO Policy, has
selected the current Building Code (and related SCI) for the Base Case in the analysis.
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were proposed for implementation, to be studied at a later design phase, or not feasible for each
building.
To support analysis of the overall energy efficiency of the project, the DEIR includes a
summary comparison of Energy Use Index (EUI) estimates for each proposed function (e.g.,
casino, hotel, retail, etc.) between the modeled Base Case and the Preferred Alternative. The
estimated EUIs for the Preferred Alternatives indicate reductions in annual building site energy
per square foot of conditioned space for each project use component. The DEIR noted the
challenges of finding an accurate representation of casino EUIs based upon the surveys
completed in conjunction with the Energy Information Administration's (EIA) Commercial
Buildings Energy Consumption Survey (CBECS). Casinos operate 24 hours a day, seven days a
week with a large based load of electrical use for the gaming machines and air conditioning for
the gaming space. The EUIs presented in the DEIR indicate a lower EUI for the Preferred
Alternative casino use in comparison to the Base Case modeled in eQUEST.
Key energy efficiency measures include the construction of high performance building
shells; installation of lower U-value windows with glazing designed to balance and optimize
daylighting, heat loss, and solar heat gain performance; consideration of building orientation in
the design of building exteriors on a fat,:ade-by-fat,:ade basis for optimal configuration of glazing
area and opaque walls; use of light-colored roofs and/or green roofs; installation of highefficiency HVAC systems (high-efficiency chillers, air and water side economizers, fan coil
units, heat recovery ventilation units, and high-efficiency condensing boilers); use of demand
controlled ventilation (DCV) and variable frequency drive (VFD) fans; use of high-efficiency
(light-emitting diode (LED) or fluorescent) interior and exterior lighting with reduced lighting
intensity (as appropriate); installation of energy-efficient elevators and escalators; and
installation of an energy management system. The DEIR also indicates that the daycare center is
being designed as a Net Zero energy use building.
The proposed project includes low-flow water fixtures that use, at a minimum, 30 percent
less potable water than the estimated water use baseline. A high-efficiency irrigation system (if
necessary) will be used in conjunction with drought-tolerant, indigenous plants to reduce
irrigation water demand. A goal of 50 percent reduction in potable water use for irrigation
purposes was outlined in the DEIR. The DEIR also identified goals for the use of recyc1edcontent materials, diversion of construction waste to local landfills, adoption and implementation
of a Construction Waste Management Plan, and incorporating recycling programs and areas into
project design and operation.
According to the DEIR, the project includes leasing space to tenants, whom will be
responsible for individual fit-out of their leased space. Tenants will be required to obtain City of
Springfield building permits for fit-out and comply with the Stretch Code in effect at the time
tenant fit-out occurs. To ensure that tenant fit-out is consistent with the energy efficiency and
GHG reduction measures constructed and under the control of the Proponent, the Proponent will
implement measures to educate and create incentives for tenants to adopt energy
efficiency/renewable generation measures. The Proponent will provide tenants during fit-out
copies of the LEED Guide to support meeting LEED Gold status and will develop a Tenant
Manual that will be used as the basis for all third-party lease agreements.
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As noted previously, electronic gaming machines (EGM's) and the 2417 operation of a casino
results in large electrical plug loads. The DEIR indicated that the Proponent has been tracking
recent upgrades to EGMs including the use of LED lighting, high-efficiency power supplies,
thermal air flow management, and use of materials with no mercury or lead. The Proponent
continues to investigate products to reduce the energy demand associated with EGMs.
The DEIR includes an assessment of energy generation sources to lower project-related GHG
emissions. The DEIR evaluated five potential combined heat and power (CHP)/cogeneration
system scenarios to generate electricity and hot water. According to the DEIR, the size of the
system is based on the project's domestic hot water (DHW) load of the building. The project's
hotel and residential uses have sufficient diurnal DHW demand to support a 100-kw or 200-kw
CHP unit. The DEIR summarizes additional measures to increase the project's thermal load but
concludes that they are impractical. It also describes the importance of right-sizing CHP to avoid
losses in energy efficiency. Based upon this analysis, the project includes a 200kW CHP system
and a commitment to review whether the CHP system can be increased as the project design
advances. The CHP system will consist of two 100-kW reciprocating engines firing on natural
gas.
The DEIR indicates that, based on geologic studies, the project site appears suitable for
ground source heat pumps. Ground source heat pumps are proposed for the daycare design. It is
unclear if ground source heat pumps can be incorporated into other project elements. The DEIR
indicates the Proponent will continue to evaluate the use of ground source heat pumps as the
project design advances.
The DEIR includes a solar photovoltaic (PV) system analysis. It quantifies the amount of
power that could be generated from the installation ofPV panels on each available project roof
space. An accompanying shadow study indicates that some areas are less feasible due to building
shadows or size. The PV study used the National Renewable Energy Laboratory's (NREL) PV
Watts 2 model to estimate a maximum PV output of 1.4-MW of DC-rate PV solar panels,
generating up to 975 megawatt hours (MWh) per year of AC electricity. The actual amount of
area dedicated to PV panels will be lower due to the need to place mechanical equipment on the
building roofs and the inclusion of green roofs in certain areas. Large-scale solar hot water
systems were dismissed as they would consist of the same DHW loads served by the CHP
system. However, the Proponent will review the feasibility of solar hot water on a small-scale
basis to support specific food service hot water needs as design is advanced.
The DEIR indicates that the anticipated food waste generated by the project is insufficient for
the implementation of an on-site anaerobic digestion system. The DEIR estimates that the
project will generate less than 450 tons per year (tpy) of solid waste from food 1illd beverage
facilities (not all of which will be food waste). The DEIR indicates that the facilities will include
systems to separate food waste to support transfer of waste to an off-site anaerobic digestion
facility if one is developed in the region.
The DEIR includes a commitment to procure or generate at least ten percent of the facility's
annual electrical consumption from qualified renewable energy sources. While the DEIR
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identifies solar PV and ground source heat pumps as means to meet this goal, the Proponent
indicates that Renewable Energy Credits (RECs) may be purchased to meet this goal.
The DEIR presents the results ofthe energy modeling, including consideration for use of a
200kW CHP system. The modeling results indicate that the Preferred Alternative will require
approximately 20.7 percent less energy use than the Base Case, indicating a performance capable
of meeting the anticipated requirements of the Stretch Code. Total estimated stationary source
GHG emissions for the Preferred Alternative are estimated at 9,084 tpy, a 2,538 tpy reduction
from the Base Case total of 11,622 tpy (a 21.8 percent overall project reduction).
Mobile source emissions were analyzed using the U.S. EPA MOBILE 6.2 Mobile Source
Emission Factor Model. Average vehicle idling times were based on delay times reported in the
SYNCHRO intersection modeling output reports prepared as part of the traffic study. Mobile
source analysis traffic (volumes, delays, speeds) and emission factor data were developed for: i)
the 2024 No-Build Case, ii) the 2024 Build Case, and iii) the 2024 Mitigated Build Case. The
2024 Build Case with Mitigation includes intersection signal timing modifications. No credit was
taken for the anticipated reduction in trips and vehicle miles traveled (VMT) associated with the
TDM program. Under the 2024 Build Case, the project will contribute an estimated 9,890 tpy of
CO2 The mobile emissions analysis estimated that under the 2024 Mitigated Build Case, CO2
emissions attributable to the project subsequent to the implementation of the proposed traffic
mitigation measures would be reduced by 359 tpy, for a project total contribution of 9,531 tpy, or
a 4.0 percent reduction.
The total estimated GHG emissions (stationary and mobile sources) presented in the DEIR
for the Preferred Alternative are estimated at 18,615 tpy, a 2,898 tpy reduction from the Base
Case total of21,512 tpy (a 11 percent overall project reduction).
Water Supply
Potable water will be provided by the Springfield Water and Sewer Commission (SWSC)
SWSC through existing water distribution infrastructure within the site and in adjacent rights-ofway. The project will increase water use from 33,602 GPD to 246,646 GPD of water, an increase
of213,044 GPD. The DEIR identifies existing infrastructure and connections. It includes a letter
from the SWSC, dated August 28, 2013, confirming that adequate supply and water distribution
capacity is available to meet average water demand. The SWSC maintains a Water Management
Act (WMA) registration of39.1 million GPD for withdrawals from the Westfield River basin.
The Proponent will replace the 24-inch main on Union Street and consolidate two mains on
Main Street into a single main. The DEIR indicates that the replacement work may occur during
the demolition phase of the project and be coordinated with work in the adjacent rights-of-way
for termination of existing utility services. The replacement mains will be constructed to meet
the SWSC design and construction standards, and will be incorporated into the municipal system
upon completion. The DEIR indicates that the Proponent will continue to work with the SWSC
to address any concerns regarding maximum day and peak hour demands.
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The project will include measures to reduce water demand. It will include low flow urinals,
low flow water closets (Ll gallons per flush (gpf) for liquids and 1.6 gpffor solids), and
metering faucets (0.5 gallon per minute (gpm) aerators with 15 seconds run time). It will include
strategies outlined in the Handbook of Water Use and Conservation (Amy Vickers, 2001) to
address water demand associated with industrial, commercial and institutional uses such as
strategies for food and drink preparation, operation of commercial dishwashers, and food and
garbage disposals. The DEIR does not provide specific water conservation measures for
industrial, commercial or institutional uses, including the hotel.
The project will include a rainwater reuse system consisting of several large capacity cisterns
that store clean rooftop runoff. A state-of-the-art irrigation and pumping system will be used for
irrigation and air handling cooling water. Each cistern will be sized to provide one half-inch of
irrigation water per week. Landscaping will include drought tolerant plantings and groundcover.
Wastewater
Existing wastewater demand will increase from 30,547 GPD to 224,224 GPD, an increase of
193,677 GPD. Wastewater will be discharged to the Springfield Regional Wastewater Treatment
Facility (SRWTF) for treatment and discharge. The DEIR includes a plan that depicts existing
infrastructure. It does not include a proposed conditions plan that depicts on-site infrastructure
and connections. It indicates that all of the on-site infrastructure will be privately owned and that
the project does not propose replacement of any off-site sewer mains. The project will not
require construction of a pump station. Water conservation methods described in the previous
section will also reduce wastewater generation.
Combined Sewer Overflows (CSOs) are located within each ofthe streets surrounding the
site. These include an 18-inch combined sewer main in State Street, a 60-inch combined sewer
main in Main Street, a 60-inch by 80-inch combined sewer main within Union Street, and a 48inch sewer interceptor in East Columbus Avenue. A 12-inch combined sewer main is located in
Howard Street and Bliss Street. All existing uses have direct connections to adjacent sewer
mains. These CSOs discharge into the Connecticut River Interceptor, a 48-inch pipe within East
Columbus A venue, which conveys stormwater and wastewater to the SRWTF under normal flow
conditions. During certain storm events, overflow relief points within the collection system
discharge untreated wastewater and stormwater directly into the Connecticut River. The SWSC
is operating under an Administrative Consent Order (ACO) from the EPA to abate wet weather
discharges and is in the process of updating its Long Term CSO Control Plan.
The SRWTF has a design capacity of 8.4 MGD and currently receives an average flow of7.6
MGD. The DEIR includes a letter from the SWSC, dated August 28, 2013, indicating that
adequate capacity is available to collect and treat the average wastewater generation; however,
the letter indicates that several sanitary connections and, potentially, on-site storage will be
necessary to reduce peak wastewater flow under certain storm events where system surcharging
occurs. The DEIR indicates that the Proponent will provide infiltration/inflow (III) offsets.
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February 7, 2014
Historic Resources
The project involves a combination of new construction, redevelopment of existing
buildings, retention of existing infrastructure and facilities, and demolition. Included within the
project site are four properties listed on the State and National Registers for Historic Places, three
properties listed in the State Register of Historic Places and four properties included in the
Inventory of Historic and Archeological Resources of the Commonwealth. As described by the
Proponent, a number of these historic buildings will be retained, renovated and reused within the
project site or relocated to a nearby off-site location. Buildings identified for demolition include
the WCA Boarding House building located on Bliss Street, the Howard Street Primary School
located on Howard Street and an apartment building also located on Howard Street have been
identified for demolition.
The project requires review by the Massachusetts Historical Commission (MHC) pursuant to
950 CMR 71.00. If the project requires approvals from FHWA it will be subject to review under
Section 106 of the National Historic Preservation Act (NHPA) (36 CFR 800). If it is subject to
Section 106 review, MHC will review the project as the State Historic Preservation Officer
(SHPO).
The Proponent committed to complete an analysis of the conditions, including structural
integrity, of each of the historic buildings located on the project site and to determine feasibility
for reuse in the project development program; however, the study was not completed prior to the
filing of the DEIR. The DEIR indicates that the study is underway and will be completed in
2014. The DEIR does not provide any initial findings of the study, does not specifically address
impacts associated with the proposed project, and does not identify specific measures to avoid,
minimize and mitigate impacts. The construction period section references removal ofledge and
blasting. In addition to confirming whether construction is likely to include these activities, the
FEIR should identify potential impacts to historic structures during construction, including
impacts of blasting and vibration on foundations and structures.
Comments from MHC note that the project, as proposed, includes the demolition of several
listed historic structures and, therefore, would constitute an adverse effect pursuant to 36 CFR
800.5(a)(2)(i) and 950 CMR 71.05(a). In addition, MHC comments include copies ofletters
provided received from residents expressing concern regarding the project's impacts on historic
resources.
Solid Waste and Hazardous Materials
The DEIR indicates that the project area contains five locations where releases of oil or
hazardous materials have occurred for which enviroumental remediation work has been
completed pursuant to the Massachusetts Contingency Plan (MCP) M.G.L. Chapter 21E. It
identifies the Phase 1 ESA activities and outlines Phase 2 measures.
An Activity and Use Limitation (AUL) has been established for one of the sites (RTN 112379), located at 38 - 50 Howard Street. It restricts residential use without the installation of a
vapor barrier beneath the building .. Consistent with the requirements of the AUL, this portion of
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the project site has been designed to accommodate the development of the main floor and
basement offices of the casino building.
Construction activities within the MCP disposal sites will include an environmental
monitoring plan to monitor potential impacts to neighboring properties. The environmental
monitoring plan will set dust action levels and volatile organic compound (VOC) ambient air
monitoring requirements for the Project. Air monitoring with dust meters and a photoionization
detector will be a key component of the environmental monitoring plan included within the
Release Abatement Measure (RAM).
Wetlands and Waterways
As currently proposed, the project will not directly impact wetlands or waterways. The
project is located on an existing developed site and will minimize impervious surfaces by 1.8
acres compared to existing conditions. In addition, the project includes a 2.22 acre green roof on
the casino and a rainwater reuse system. The project no longer includes the proposed off-site
open space improvements within the Connecticut Riverwalk and Bikeway and, therefore, the
associated wetlands and waterways impacts have been limited.
The Proponent will provide a $1 million grant to the City for improvements to Riverfront
Park but the DEIR does not specifically identify how the City will use the funds. To the extent
that the City's proposed improvements are subject to MEPA review, the City will be responsible
for submitting a Environmental Notification Form (ENF) for the project. No further information
is required on wetlands or waterways issues in the FEIR.
The DEIR includes a Stormwater Management Plan (Appendix E) that demonstrates how
project will be designed consistent with MassDEP Stormwater Management Standards. The
DEIR indicates the project will include a comprehensive approach to stormwater management
and treatment that includes source control, pretreatment and an Operations & Management Plan.
The stormwater management system will reduce peak rates of runoff at each design point,
compared to existing conditions. In addition, it provide treatment to improve water quality of
discharge compared to existing conditions. It will include deep sump catch basins, infiltration
systems, and hydro-dynamic (proprietary) separators.
In addition, the Proponent will draft and execute a Memorandum of Understanding (MOU)
with the SWSC to memorialize their stormwater management agreements and commitments
including maintenance, inspections, monitoring, reporting and continued communication.
Conversion of Article 97 Land
As described in the ENF, the project would have included conversion of approximately 0.4
acres of Article 97 land (Leonardo Da Vinci Park). This project element has been eliminated and,
instead, the Proponent will provide funds to City to design and construct improvements, relocate
playground equipment and fund annual park maintenance costs.
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Construction Period
The DEIR includes a discussion of construction phasing, identifies potential impacts
associated with construction activities (including but not limited to noise, vibration, dust, and
traffic flow disruptions) and proposes measnres to avoid or eliminate these impacts including:
equipment maintenance to minimize unnecessary noise; compliance with applicable codes for
blasting use and prohibition on use of perchlorate-containing explosives; diesel equipment
retrofits; participation in MassDEP's Clean Construction Equipment Initiative; limits on truck
idling; site housekeeping, such as covered loads, street sweeping, water use for dust control and
interim stabilization of snrfaces not being worked; gronndwater monitoring dnring any
dewatering activities; waste separation, reclamation and recycling; and truck traffic management.
The DEIR provides a general commitment to these measnres. More detailed information is
necessary on a number of these commitments including a traffic management plan (for site work
and roadway improvements), identification of haul routes, location of construction worker
parking areas or satellite parking areas, identification of blasting or ledge removal, specific
measnres to address noise and vibration dnring construction, in particular impacts on existing
structnres and historic resonrces, and a description of the diesel retrofit plan and participation in
the Clean Construction Equipment Initiative.
Conclusion
Based on a review of the DEIR, the Scope for the DEIR, consultation with State Agencies
and review of comment letters, I have determined that the DEIR adequately and properly
complies with MEPA and its implementing regulations. The Scope below identifies additional
analysis and information that should be provided in the FEIR.
SCOPE FOR THE FINAL ENVIRONMENTAL IMPACT REPORT
The FEIR should follow Section 11.07 of the MEPA regulations for outline and content, as
modified by this Scope.
Project Description and Permitting
The FEIR should provide additional information regarding specific program elements.
Project plans should include the entire site (including the site adjacent to Main Street and
Hubbard Avenue) and clearly identify land uses and associated square footage. It should clarify
whether a gas station and convenience store are proposed as part of the project. To the extent that
this use requires other State Permits, they should be identified in the FEIR. In addition, it should
provide more information regarding parcels located on the block adjacent to Union Street, Main
Street and Hubbard Avenue.
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Traffic and Transportation

The DEIR provides a comprehensive assessment ofthe transportation impacts of the project
based on a thorough analysis of existing and proposed condition. It identifies commitments to
transportation improvements to mitigate project-related traffic impacts and describes plans for
roadway, traffic and safety improvements. Comments from MassDOT indicate its concurrence
with most ofthe transportation findings in the DEIR and indicate that MassDOT is generally
satisfied with the proposed mitigation commitments. The letter identifies a number of issues that
should be addressed in the FEIR including additional analysis of traffic operations in some
locations, additional analysis of safety issues and mitigation, and additional analysis of proposed
mitigation. In addition, MassDOT comments note that some project elements will require review
and approval from FHWA and may require NEPA review. The functional classification of
roadways and all pertinent permitting and/or approvals should be addressed in more detail in the
FEIR.
MEPA 09
MEPA 10
I note that comments from PVPC and from municipalities question the methodology and
assumptions of the traffic analysis, including the trip generation methodology. These comments
are not consistent with MassDOT recommendations and comments. MassDOT has been involved
in review of proposed >:asinos throughout the state and its comments indicate that, for the most
part, the methodology is consistent with direction provided by MassDOT during consultation
with the Proponent.
Comments from the Town of Longmeadow, Town of West Springfield and City of Chicopee,
express reservations regarding the proposed "look-back" approach to roadway mitigation for
communities that may be affected by project-generated traffic. The FEIR should respond to
traffic issues identified in these letters and indicate whether it is considering alternative
approaches to addressing these communities concerns. Comments from direct abutters to the site
identifY significant concerns with traffic impacts and effectiveness of proposed mitigation. The
FEIR should clearly identifY how access to these existing uses will be maintained, should include
this access on site circulation plans and should include provide clear and direct responses to the
issues identified in comment letters.
The FEIR should include additional analysis of traffic operations and, to the extent that the
analysis demonstrates that it is warranted, identify mitigation for the following locations:
Longmeadow Street (Rt 5)lForest Glen Road. The Town of Longmeadow has requested
additional analysis Longmeadow Street (Rt 5) at Forest Glen Road, Longmeadow Street at
Converse Street and Converse Street at Laurel Street. MassDOT comments note that this
intersection could impact the ramps at 1-91, Interchange 1 and that use of the Friday peak for
analysis ofthis intersection may underestimate impacts. I encourage the Proponent to consult
with MassDOT, PVPC, the City of Springfield and the Town of Longmeadow regarding the
benefits of employing a simulation model to evaluate impacts and potential mitigation for the
I-911Rt 5 interchanges.
1-91 Ramps and Plainfield Street. This intersection will operate at LOS F during the 2024
No-Build and Build conditions, with significant queuing on the 1-91 northbound Exit 9 off-
EXHIBIT "I"
MEPA 11
MEPA 12
MEPA 13
EEA# 15033
DEIR Certificate
February 7, 2014
ramp. MassDOT comments note that approximately 5% of project traffic will pass through
this intersection and that the crash rate is higher than the district and state averages.
West Street (US 20) and Riverside Road (Springfield). MassDOT requests that this
intersection at the North End Bridge be evaluated because of its close proximity to the West
StreetIPlainfield Street intersection.
The FEIR should include a queue storage evaluation as requested by MassDOT. The streets
around the project site have a number of closely spaced signalized and unsignalized intersections
and there are several locations where the 95 th percentile queue may exceed available storage
capacity. In particular, MassDOT identifies concern regarding systemwide deficiencies
impacting operations at the Union Street intersections with East and West Columbus Avenue and
the intersections of West Columbus Avenue with Memorial Bridge and Boland Way. The FEIR
should include a comparison of all queues with the available queue storage distances to
determine where they may impact critical traffic operations and warrant additional mitigation.
MassDOT identifies the following locations where mitigation requires additional analysis
and may require changes. These include:
MEPA 14
MEPA 15
East Columbus AvenuelUnion Street/I-91 Northbound ramps. The FEIR should include
more detailed information to support evaluation of the five-lane cross-section versus a four-lane
cross-section. The information should support MassDOT evaluation of its consistency with the
Complete Streets design standards. More detailed conceptual plans should be provided to
MassDOT prior to filing the FEIR.
South Bridge Rotary and Memorial Bridge Rotary. MassDOT is considering
improvements to these rotaries as part of the 1-91 Viaduct Project. MassDOT indicates that, if the
casino project advances prior to completion of the MassDOT project, the Proponent should
commit to implementing these improvements, based on MassDOT designs, prior to site
occupancy. Other commentors have requested that parties responsible for this mitigation should
be clearly identified.
Comments from PVPC request that the alternative analysis that is being advanced by
MassDOT for 1-91 be addressed in the FEIR to assist in long range planning efforts. These
comments note that the study limits have not been established and it is not clear whether the
Route 5 corridor that flows into the 1-91 ramp system will be included. In addition, PVPC
identifies several locations that should be added to the study area for the TMP.
The FEIR should include sufficiently detailed conceptual plans (preferably 80-scale) for all
proposed improvements, including bicycle improvements, to verify the feasibility of constructing
such improvements. The plans should clearly show the proposed lane widths and offsets, layout
lines and jurisdictions, land uses (including access drives), existing and proposed traffic signals,
and wetland resource areas adjacent to areas where improvements are proposed. Proposed traffic
signals must include a signal warrant analysis conducted according to the MUCTCD. Proposed
measures within the State highway layout, as well as internal circulation, must be consistent with
a Complete Streets design approach that provides adequate and safe accommodation for all
EXHIBIT "I"
MEPA 16
MEPA 17
MEPA 18
MEPA 19
EEA# 15033
D EIR Certificate
February 7, 2014
roadway users, including pedestrians, bicyclists, and public transit riders. To the extent that
Complete Streets design criteria cannot be met, the Proponent should provide a justification and
should work with the MassDOT Highway Division to obtain a design waiver.
The DEIR includes a comparison of crash rates to state and district averages and identifies
several locations where these rates exceed state and district averages. The FEIR should clearly
identify locations where the state and district rates are exceeded, evaluate measures to improve
safety and clearly identify proposed mitigation. Comments from MassDOT indicates that Road
Safety Audits (RSAs) must be prepared for locations where roadway improvements are
proposed. The comments also indicate that RSAs should be prepared for high crash locations in
the Study Area that will receive significant volumes of casino traffic.
The FEIR should include a revised TDM program that provides more specificity on incentive
programs that will attract employees and patrons to use transit at levels identified in the traffic
study. Comments from MassDOT, MassDEP, PVPC and others identify opportunities to
strengthen the program and identify additional information that should be provided in the FEIR,
including: providing targeted and effective incentives to encourage transit use, high occupancy
vehicle use and reduce parking demand, either in the form of financial incentives (such as transit
subsidies, parking cash out, fee-based parking) or priority treatments; evaluate employee demand
distribution based on the nature of work shifts and additional analysis of shift scheduling to
support high transit mode shares; provide specificity regarding the commitments (e.g. identify
bike parking on site plan, identify number of EV charging stations, number of spaces for
rideshare vehicles etc.); and specify aggressive mode share targets in the TMP.
The FEIR should include an update on the status and content of consultations with PVTA
and, if a formal agreement has been reached, include its provisions. It should identify the
Proponent's commitments to support the PVTA including operating subsidies, maintenance and
infrastructure. The FEIR should include a conceptual trolley route, identify schedule and
frequency of service, and identify fare schedule (if fares will be charged). It should also indicate
the type of trolley technology being considered and demonstrate that the Proponent and PVTA
are considering efficient and clean vehicle technologies. PVPC and PVTA note that the DEIR
presents an opportunity to consolidate bus stops along the Main Street frontage of the site. The
DEIR identifies two bus stops on both the northern and southern sides of Main Street. PVTA
officials believe that ridership could be better served by relying on a single stop on the northern
and southern sides of Main Street.
Comments on pedestrian and bicycle issues acknowledge the Proponent's commitment to
support non-vehicular access to and around the site, request additional information regarding
certain aspects of the plans and request more detailed plans for the FEIR. Comments from
MassDOT and MassDEP indicate that focus of pedestrian improvements should include
additional intersections within walking distance of the site. In particular, the FEIR should
indicate how safe and convenient bicycle and pedestrian access can be provided between the site
and Union Station. MassDOT calls for a more detailed pedestrian plan and a bike plan that
identifies existing infrastructure, highlight proposed improvements, and clearly identify how the
project will fill gaps in access and improve safety. MassDOT, MassDEP and PVPC request
EXHIBIT "I"
MEPA 20
MEPA 21
MEPA 22
MEPA 23
MEPA 24
MEPA 25
EEA# 15033
DEIR Certificate
February 7,2014
additional information and specificity regarding the establislnnent of a bikeshare program, which
should be provided in the FEIR.
MEPA 26
Comments from Walk Boston comments note positive consultations with the Proponent and
indicate that many of their suggestions are included in the DEIR. It identifies some areas that that
would benefit from additional analysis. It identifies an opportunity to provide a diagonal
pedestrian crossing at the intersection of Main and State Streets, where a direct connection to the
Mass Mutual Convention Center may be desirable, recommends that particular attention be paid
to narrower sidewalks to maintain a walk zone of at least 5-feet without obstructions and
includes recommendations for wayfinding signs, such as including walking times rather than
distances, and specific locations where signage may be critical.
The FEIR should include more detailed and updated pedestrian and bicycle plans that clearly
identify paths and location of infrastructure (including bicycle parking) and connections. They
should be provided at an appropriate scale (i.e. 80-scale) and demonstrate the feasibility of
constructing physical improvements. The FEIR should include a revised TMP that incorporates
specific mode share targets for tracking and evaluation of the effectiveness of the TDM program
and efforts to encourage transit, bike and walking trips to the site. The FEIR should provide
responses to comments received on the TMP and indicate what recommendations have been
incorporated into the TMP.
MEPA 27
MEPA 28
Greenhouse Gas Emissions

The Proponent has a unique opportunity to set a high standard for energy efficiency gaming
and casino resort design. The FEIR should provide additional analysis and clarification ofthe
Proponent's proposed GHG reduction measures that establish a strong commitment to meeting
the GHG reduction goals of the Commonwealth.
MEPA 29
The FEIR should include an updated GHG stationary source analysis prepared in accordance
with the GHG Policy. While I acknowledge that the Proponent has met the requirements ofthe
MEPA GHG Policy by selecting a Base Case building code consistent with that in effect at the
time of the EENF submission; however, I strongly encourage the Proponent to reconsider and
use the IECC 2012 and ASHRAE 90.1-2010 as the project Base Case. The BBRS recently
adopted IECC 2012, which goes into effect on July 1,2014. Accordingly, a revised Stretch Code
(SCII) is expected to be proposed by the BBRS. SCII is anticipated to require energy use in new
large buildings tobe 12 to 15 percent below the baseline ofIECC 2012 (ASHRAE 90.1-2010). It
is unclear from the project timeline presented in the DEIR if a substantial portion of the project's
building permits will be issued under the current building code and SCI. The DEIR noted that
tenant fit-outs will likely occur after July 1,2014 and will be required to comply with SCII.
Reconsideration of the project Base Case may allow for a more accurate representation of
anticipated energy savings and GHG reductions that those presented in the DEIR.
MEPA 30
The FEIR should provide responses and supporting documentation to address the comments
submitted by DOER. The FEIR should indicate whether recommendations will be incorporated
into the project or address why the recommendations are not applicable or infeasible. The DEIR
indicates that the Proponent will continue to evaluate the size ofthe CHP unit as design
MEPA 32
EXHIBIT "I"
MEPA 31
EEA# 15033
DEIR Certificate
February 7, 2014
advances. The FEIR should include additional analysis of an increased capacity CHP system
based on the recommendations in the DOER comment letter. If the resulting analysis is
favorable, I encourage the Proponent to incorporate a larger system as a mitigation measure. The
FEIR should continue to explore additional means to reduce project-related GHG emissions
based upon suggestions provided in the DOER comment letter to achieve additional GHG
reduction measures beyond those calculated in the DEIR. In particular, the FEIR should identify
the anticipated electrical load attributable to gaming machines and assess the level of emissions
reductions that could be achieved through the purchase of high-efficiency machines. The FEIR
should clarify the Proponent's commitment to purchasing energy-efficient gaming machines and
identify potential minimum energy efficiency criteria for inclusion in purchasing guidelines.
The FEIR should provide additional analysis regarding the proposed installation of solar PV
systems on the project's roof space. At a minimum, the FEIR should include a commitment to
construct every roof as "solar-ready". The FEIR should clarify those rooftop areas that will be
dedicated to mechanical space, green-roofs, or PV systems. The FEIR should summarize these
allocations in terms of use square footage and include graphics identifying the proposed location
of each use. The Proponent has made a commitment to meet at least ten percent of its projected
electricity requirements through on-site generation or the purchase of RECs from off-site
sources. The FEIR should include a calculation of the anticipated energy demand, and related
GHG emissions, associated with ground source heat pumps, PV and RECs.
MEPA 33
MEPA 34
MEPA 35
MEPA 36
The FEIR should include a commitment to a specific Construction Waste Management goa!,
and establish similar goals as part of ongoing casino operations. While the DEIR noted that an
on-site anaerobic digestion facility is not practicable, the FEIR should demonstrate how the
Proponent will comply with MassDEP's commercial food waste disposal ban regulations.
MEPA 37
The FEIR should confirm that the modeling of elements specifically delegated to the tenant
fit-out process are consistent with those that will be mandated as minimum requirements in the
Tenant Manual and lease agreements. This will ensure the accuracy of modeling based on actual
future tenant usage. The FEIR should clarify the anticipated water demand associated with onsite irrigation. While the DEIR notes a goal of reducing potable water use by 50 percent in
association with irrigation, it is unclear how this goal will be met. The FEIR should evaluate the
use of rainwater collection to meet the demand, with a calculation of storage requirements and
storage feasibility on-site.
.
MEPA 39
While the Proponent will implement enhanced refrigerant management practices, I strongly
encourage the Proponent to commit in the FEIR to the use of refrigerants with lower global
warming potentials for freezer and refrigerator spaces within the facility as an additional
mitigation measure.
The GHG analysis indicates that project-related traffic will increase C02 emissions by
9,889.7 tpy. The location ofthe project in close proximity to transit and 1-91 provides significant
opportunities for reducing mobile source GHG emissions. While the Proponent has made
beneficial commitments to implement signal timing improvements and a TDM program,
additional analysis is necessary in the FEIR. I expect the FEIR to demonstrate that mobile source
GHG emissions are avoided, minimized and mitigated to the maximum extent feasible through
EXHIBIT "I"
MEPA 38
MEPA 40
MEPA 41
MEPA 42
EEA# 15033
DEIR Certificate
February 7, 2014
establishment of aggressive mode share goals supported by: investments in transit infrastructure
and strong user incentives (e.g. transit subsidies), right-sized parking supply, safe and convenient
access and services for bicyclists and pedestrians, and a robust TDM program with clearly
defmed goals and monitoring that can be incorporated into the project's Transportation
Monitoring Plan.
The DEIR indicates that the Proponent has not decided whether the project will include
vehicles and that associated GHG impacts and mitigation options will be reviewed as design
progresses. If fleet vehicles are proposed, the FEIR should include an assessment of direct GHG
emissions based upon estimated vehicle types, associated VMT, fuel type, with supporting data
to justifY these assumptions. Potential fleet vehicle emission mitigation measures include the use
of electric and CNG fleet vehicles, optimized routing, driver education to reduce unnecessary
idling.
MEPA 43
Water Supply and Wastewater

The FEIR should include proposed conditions plans that clearly identifY installation of on
and off-site infrastructure and water supply and wastewater connections. It should identifY a
schedule for proposed installation and connections. It should include peak rates of water demand
and wastewater generation, as well as a breakdown of water demand associated with different
uses. It should indicate if on-site storage will be incorporated into the site design to mitigate peak
wastewater flows and any other mitigation to address potential impacts associated with peak
flows such as back flow preventers for adjacent properties. The FEIR should include an update
on its consultations with SWSC.
To minimize flows to CSO regulator 15B, MassDEP recommends that the Proponent
consider directing site stormwater to the 60-inch by SO-inch combined sewer located downstream
of regulator 15B. The FEIR should address this recommendation.
The DEIR identifies several water conservation measures that may be incorporated into the
project and identifies a guidance document for water conservation strategies. The FEIR should
identifY specific water conservation measures that will be incorporated into the project for
industrial and commercial uses, including the hotel. These uses provide significant and numerous
opportunities to reduce daily water demand including the use oflow-flow fixtures, modifications
or the use of BMPs associated with laundry and food services, and guest education.
MEPA 44
MEPA 45
MEPA 46
MEPA 47
MEPA 48
Historic Resources
As noted previously, the DEIR did not provide updated information regarding historic
resources and the analysis of the conditions of each ofthe historic buildings is underway, but has
not been completed. The FEIR must include an analysis of the project's impacts on historic
resources and a description of how the project is designed to avoid, minimize and mitigate
impacts. The study's conclusions regarding the viability of adaptive reuse could have an impact
on the overall design and/or operation of the project.
EXHIBIT "I"
MEPA 49
EEA# 15033
DEIR Certificate
February 7, 2014
The Proponent should provide MHC with a copy of the analysis prior to the filing the FEIR
to assist MHC in evaluating potential impacts. The FEIR should include the analysis, a summary
of the findings and a description of how the project will avoid or mitigate any project-related
adverse effects to these buildings. I strongly encourage the Proponent to consult with the MEPA
Office and MHC regarding the findings of the study prior to submitting the FEIR for review. I
note that the failure to demonstrate in the FEIR that the project avoids, minimizes and mitigates
historic resources to the maximum extent feasible may result in additional MEPA review.
MEPA 50
MEPA 51
Construction Period Impacts

The FEIR should include an updated construction schedule that clearly identifies
construction periods associated with major elements of the project (e.g. demolition, construction
of Casino Block, construction of Retail Block). The DEIR provides a general commitment to
construction period mitigation measures. More detailed information is necessary on a number of
these commitments including a traffic management plan (for site work and roadway
improvements), identification of haul routes, location of construction worker parking areas or
satellite parking areas, identification of blasting or ledge removal, specific measures to address
noise and vibration during construction, in particular impacts on existing structures and historic
resources, and description of the diesel retrofit plan and participation in the Clean Construction
Equipment Initiative. The FEIR should include an updated section on construction period
impacts, describe construction phasing and provide specific mitigation commitments.
MEPA 52
MEPA 53
Mitigation
The FEIR should include an updated and revised chapter that summarizes proposed
mitigation measures and provides individual Section 61 Findings for each State Agency that will
issue permits for the project (i.e., MassDEP, MassDOT permits, etc.). The FEIR should contain
clear commitments to implement these mitigation measures, estimate the individual costs of each
proposed measure, identify the parties responsible for implementation, and a schedule for
implementation. The FEIR should clearly indicate which mitigation measures will be
constructed or implemented based upon project phasing, either tying mitigation commitments to
overall project square footage or traffic/wastewater demand or thresholds, to ensure that
measures are in place to mitigate the anticipated impact associated with each development phase.
To ensure that all GHG emissions reduction measures proposed are actually constructed or
performed, I require the Proponent to provide a self-certification to the MEPA Office indicating
that all of the required mitigation measures, or their equivalent, have been completed.
Alternatively, the Proponent may certify that equivalent emissions reduction measures that
collectively are designed to reduce GHG emissions by the same percentage as the measures
outlined in the FEIR, based on the same modeling assumptions, have been adopted. The
certification should be supported by plans that clearly illustrate where GHG mitigation measures
have been incorporated. For those measures that are operational in nature (i.e. TDM, recycling)
the Proponent should provide an updated plan identifying the measures, the schedule for
implementation and how progress towards achieving the measures will be obtained. The
commitment to provide this self-certification in the marmer outlined above should be
incorporated into the draft Section 61 Findings included in the FEIR.
EXHIBIT "I"
MEPA 54
MEPA 55
EEA# 15033
DEIR Certificate
February 7, 2014
Response to Comments
The FEIR should contain a copy of this Certificate and a copy of each comment letter
received. In order to ensure that the issues raised by commenters are addressed, the FEIR should
include direct responses to comments to the extent that they are within MEPA jurisdiction. This
directive is not intended to, and shall not be construed to enlarge the scope of the DEIR beyond
what has been expressly identified in this certificate.
MEPA 56
Circulation
In accordance with Section 11.16 of the MEPA Regulations and as modified by this
Certificate, the Proponent should circulate a hard copy of the FEIR to each State and City agency
from which the Proponent will seek permits or approvals and to each of the surrounding
municipalities that submitted comments. I also request that the Proponent provide hard copies of
the FEIR to the MEPA review coordinator at the Department of Energy Resources. The
Proponent must circulate a copy ofthe FEIR to all other parties that submitted individual written
comments.
The Proponent may circulate copies of the FEIR to these other parties in CD-ROM format,
although the Proponent should make available a reasonable number of hard copies, to
accommodate those without convenient access to a computer to be distributed upon request on a
first come, first served basis. The Proponent should send a letter accompanying the CD-ROM
indicating that hard copies are available upon request, noting relevant comment deadlines, and
appropriate addresses for submission of comments. I recommend that the DEIR be posted in an
online format either through the City of Springfield website, or on a dedicated Proponentaffiliated website. In addition, a copy of the FEIR should be made available for public review at
the Chicopee, Ludlow, Wilbraham, East Longmeadow, Longmeadow, Agawam and West
Springfield public libraries.
Februarv 7, 2014
Date
Comments received:
2/3/14
2/4/14
1131114
Department of Energy Resources (DOER)

Massachusetts Department of Environmental Protection !Western Regional Office
(MassDEP/WERO)
Massachusetts Department of Transportation (MassDOT)
EXHIBIT "I"
MEPA 57
MEPA 58
EEA# 15033
1114/14
217114
1117/04
1130/14
1127/14
1130/14
1129113
1128114
1131114
1131/14
1116/14
1116114
1127/14
1130/14
1130/14
DEIR Certificate
Massachusetts Historical Commission (MHC)

Massachusetts Historical Commission (second letter)
City of Chicopee, Department of Planning and Development
Town of Longmeadow
Town of West Springfield
Connecticut River Watershed Council
Pioneer Valley Planning Commission (PVPC)
Pioneer Valley Transportation Authority (PVTA)
Mass Audubon
WalkBoston
Beals Associates on behalf of Courthouse Park Associates
Beals Associates on behalf of Red Rose Pizzeria
Beals Associates on behalf of ColvestlEast Columbus, LLC
Robert Bolduc, Pride Stores, LLC
Ted Steger
RKS/CDB/cdb
EXHIBIT "I"
February 7, 2014
Commonwealth ot Massachusetts
Executive Office of Energy and Environmental Affairs
Massachusetts Environmental Policy Act (MEPA) Office
Environmental Notification Form

For Office Use Only
EEA#:
/5~..!J.:j
t4i:h,J,ts
MEPA Analy s
2AlI'tI/AS
The information requested on this form must be completed in order to submit a document
for review under the Massachusetts Environmental Policy Act, 301 CMR 11.00.
electronically
Project Name: MGM Springfield

Street Address: Main Street
Municipality: Springfield
Watershed: Connecticut River
Universal Transverse Mercator Coordir Latitude: 42 0 5' 57.7854"
UTM Zone 18, 699569E, 4663629N
Longitude: -72 0 35' 11.6376"
Estimated commencement date : As
Estimated completion date: Construction is expected to
determined by the application process with the last 27 to 30 months once permits and approvals have been
Massachusetts Gaming Commission
obtained .
Project Type: Multi-Use
Status of project design: 10 %complete
Proponent: Blue Tarp reDevelopment LLC ("MGM Springfield")
Street Address: 1414 Main Street, Suite 1140
Municipality: Springfield
I Zip Code: 01144
I State: MA
Name of Contact Person: Corinne Snowdon
Firm/Agency: Epsilon Associates, Inc. Street Address: 3 Clock Tower Place, Suite 250
Municipality: Maynard
Zip Code: 01754

State: MA
Phone: (978) 897-7100
I Fax: (978) 897-0099 E-mail:
csnowdon@epsilonassociates.com
Does this project meet or exceed a mandatory EIR threshold (see 301 CMR 11.03)?
~Yes DNo
If this is an Expanded Environmental Notification Form (ENF) (see 301 CMR 11.05(7)) or a
Notice of Project Change (NPC), are you requesting:
a Single EI R? (see 301 CMR 11 .06(8))
DYes ~No
a Special Review Procedure? (see301CMR 11 .09)
DYes ~No
a Waiver of mandatory EIR? (see 301 CMR 1111)
DYes ~No
a Phase I Waiver? (see 301 CMR 11 .11)
DYes ~No
(Note: Greenhouse Gas Emissions analysis must be included in the Expanded ENF.)
Which MEPA review threshold(s) does the project meet or exceed (see 301 CMR 11 .03)?
301 CMR 11.03(1 )(b)3 - Conversion of land held for natural resources purposes in accordance with
Article 97 of the Amendments to the Constitution of the Commonwealth to any purpose not in
accordance with Article 97.
301 CMR 11.03(1 )(b)6 - Approval in accordance with M.C.L. c. 121 A of a New urban
redevelopment project or a fundamental change in an approved urban redevelopment project,
provided that the Project consists of 100 or more dwelling units or 50,000 or more square feet of
non-residential use.
Effective January 2011
EXHIBIT "J"
301 CMR 11.03(l)(b)7 - Approval in accordance with M.G.L. c. 12-1 B of a New urban renewal plan
or major modification of an existing urban renewal plan.
301 CMR 11.03(5)(b)4.a - New discharge or expansion of discharge to a sewer system of 100,000 or
more gpd;
301 CMR 11.03(6)(a)6 - Generation of 3,000 or more New adt;
301 CMR 11.03(6)(a)7 - Construction of 1,000 or more New parking spaces at a single location;
301 CMR " 11.03(6)(b)13 - New adt of 2,000 or more on roadways providing access to a single
location;
301 CMR 11.03(6){b)14 - Generation of 1,000 or more New adt on roadways providing access to a
single location and construction of 150 or more New parking spaces at a single location;
301 CMR 11.03(6)(b)15 - Construction of 300 or more New parking spaces at a single location;
301 CMR 11.03(6)(b)2.b - Cut five or more living public shade trees of 14 or more inches in diameter
at breast height;
301 CMR 11.03(1 O)(b) 1 - Demolition of all or any exterior part of any Historic Structure listed in or
located in any Historic District listed in the State Register of Historic Places or the Inventory of
Historic and Archaeological Assets of the Commonwealth.
Which State Agency Permits will the project require? The Project will or may require the following
permits:
Massachusetts Gaming Commission - Gaming License
Massachusetts Department of Transportation - Highway Access Permit
Department of Environmental Protection - Sewer Connection Permit
Department of Environmental Protection - Construction Dewatering Permit
Department of Environmental Protection - Chapter 91 License
Department of Public Safety - Storage Permit
Division of Fish and Game - Conservation and Management Permit
Department of Housing & Community Development - Urban renewal plan or urban redevelopment
project approval under M.G.L. c. 121A or M.G.L. c. 121 B
Identify any financial assistance or land transfer from an Agency of the Commonwealth, including
the Agency name and the amount of funding or land area in acres: None
-2
EXHIBIT "J"
Summary of Project Size

& Environmental Impacts
Existing
Change
Total
Gross square footage
751,569 sf
175,331 sf
926,900 sf
Number of housing units
25
29
54 apartments
Maximum height (feet)
65 feet
209 feet
274 feet
New acres of land altered

Acres of impervious area
Square feet of new bordering
vegetated wetlands alteration
Square feet of new other wetland
alteration
Acres of new non-water dependent
use of tidelands or waterways
TRANSPORTATION
Vehicle trips per day*
Parking spaces
2,200-2,400
weekday
(1,400-1,600
Saturday)
25,240 weekday
(28,260 Saturday)
27,440-27,640
weekday
(29,660-29,860
Saturday)
1,000 off-street
3,800 off-street
4,800 off-street
46 on-street
-46 on-street
o on-street
WASTEWATER
Water Use (Gallons per day)
34,589
202,684
237,273
Water withdrawal (GPO)
N/A
N/A
N/A
Wastewater generation/treatment
(GPO)
31,444
184,259
215,703
Length of water mains (miles)
0.38
-0.38
Length of sewer mains (miles)
0.38
-0.38
Has this project been filed with MEPA before?

DYes (EEA#
) ~No
Has any project on this site been filed with MEPA before?
DYes (EEA #
) [glNo
..
*There are eXisting parking lots on the site that are used by businesses In the surrounding area. As part of the
Project, these parking spaces will be retained on the site. Therefore, no credit was taken for trips currently
generated by the existing land uses on the site. As the majority of these parking spaces are used by commuters
who park all day, it was assumed that each parking space experiences one turnover per day, generating two
trips per day on a weekday. Institute of Transportation Engineers (ITE) data was used to estimate trips
generated by the existing Red Rose Restaurant and Caring Health Center, which are also generating trips under
existing conditions. Although the Caring Health Center will be removed, the Red Rose Restaurant will be
expanded as part of the Project resulting in little change in site-generated trips from this area. Therefore, the
trips generated by the proposed casino/hotel, Armory Retail, and residential development will represent the net
change or increase in site-generated trips,
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EXHIBIT "J"
GENERAL PROJECT INFORMATION - all proponents must fill out this section
PROJECT DESCRIPTION:
Describe the existing conditions and land uses on the project site:
The Project site is bounded by Main Street to the north, Union Street to the east, East Columbus
Avenue to the south, and State Street to the west. In addition, the Project site encompasses
portions of Bliss Street and Howard Street within the site boundaries. The Project site consists of
several buildings and a number of vacant lots, a majority of which are being used as surface
parking lots. Typical of an urban area, the buildings on site offer a variety of uses including
commercial, retail and residential space. Portions of the Project site suffered significant damage in
the June 2011 tornado. Attachment 2 is a USGS map showing the location of the Project site, and
Attachment 3 is an Existing Conditions Plan. Attachment 4 shows environmental constraints in the
vicinity of the Project site.
Describe the proposed project and its programmatic and physical elements:
NO TE: The project description should summarize both the project's direct and indirect impacts
(including construction period impacts) in terms of their magnitude, geographic extent, duration
and frequency, and reversibility, as applicable. It should also discuss the infrastructure
requirements
of the project and the capacity of the municipal and/or regional infrastructure to sustain these
requirements into the future.
The Project is a multi-use development anchored by a casino that will serve as a significant
economic catalyst for the City of Springfield and the surrounding area. The Project will consist of
two separate "blocks" of development, referred to as the "Casino Block" and the "Retail Block."
The Casino Block will house an approximately 201,820 sf hotel, 126,701 sf of casino gaming
facilities, 7,682 sf of retail space, 48,131 sf of restaurant space, 55,584 of convention space, 9,437
sf of office space, and 54 residential apartments, as shown on Attachment 5. The Retail Block will
consist of an approximately 139,888 sf multi-use facility that will include a bowling alley,
retail/restaurant space, and cinema. The retail will open to the street in an effort to invigorate the
surrounding streetscape and create a vibrant urban environment for the City and its residents. Not
including parking, the Project's gross total area is approximately 926,900. To meet the demand
expected to be created by the Project, there will be approximately 4,800 parking spaces on-site
located in an eight story parking structure. Given the Project's location on a previously developed
urban site, natural resource impacts are expected to be minimal.
Describe the on-site project alternatives (and alternative off-site locations, if applicable),
considered by the proponent, including at least one feasible alternative that is allowed under
current zoning, and the reasons(s) that they were not selected as the preferred alternative:
NOTE: The purpose of the alternatives analysis is to consider what effect changing the
parameters and/or siting of a project, or components thereof, will have on the environment,
keeping in mind that the objective of the MEPA review process is to avoid or minimize damage
to the environment to the greatest extent feasible . Examples of alternative projects include
alternative site locations, alternative site uses, and alternative site configurations.
In addition to the Project site in Springfield currently being proposed, the Proponent also
considered developing land in Brimfield, Massachusetts. However, after detailed evaluation of this
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EXHIBIT "J"
alternative site, the Proponent found that the Springfield site was a more appropriate location for
the Project. The Brimfield site had a number of concerns as it consisted mostly of previously
undeveloped land and would have involved significant impacts to wetland resource areas.
infrastructure, and developing in proximity to mapped Priority Habitat.
The Proponent performed a thorough and systematic search for a suitable Project site resulting in
the choice of the current proposed location in Springfield. Among the criteria considered in the
search were: access to and from major roadways; adequate site size; local economic development
goals; compatible land use; adequate water, sewer, and telecommunications infrastructure; and the
ability to minimize natural resource impacts. Of the sites potentially available to the Proponent,
the Project site was found to best meet the search criteria and to have the least environmental
impact.
Summarize the mitigation measures proposed to offset the impacts of the preferred alternative:
As described below, the Project's key mitigation measures will be in the areas of transportation and
cultural resources. In consultation with the City of Springfield, the Proponent will determine
whether mitigation for the Project's potential impacts to water supply, wastewater or stormwater
infrastructure will require mitigation. As the process progresses the Proponent will enter into a
more detailed agreement with the local municipality centered on specific public benefits and how
the Project can best contribute towards improving the local community.
Transportation Infrastructure
TEC, Inc. conducted a preliminary traffic impact assessment to assess the potential traffic impacts of
the Project on the intersections immediately surrounding the Project site as part of a Request for
Proposal (RFP) process with the City of Springfield. A copy of this report is included as Attachment
8 to this ENF. Based on the preliminary findings of the report, TEC has identified roadway
improvements that will be constructed by the Proponent to mitigate the impacts of the Project on
the intersections included in the study area. These improvements include:
1-91 Southbound Exit 6
o Modify the barrier at the end of the 1-91 southbound off-ramp and replace with guardrail
to improve motorist sight distance at the merge area.
o Install vehicle queue detectors on the 1-91 southbound off-ramp that will be wired to the
traffic signal controller at the intersection of West Columbus Avenue / Union Street.
These wi II be used to monitor traffic conditions and provide an extended green interval,
if necessary.
Union Street
o Reconstruct the curb lines on Union Street under the 1-91 overpass bridge to
accommodate five travel lanes where four exist today. The work can be completed
between the existing bridge piers by implementing 10-foot wide left-turn lanes and 11
foot wide through lanes with 2-foot side shoulders (56 feet curb-to-curb). This may
require adjustments to the bridge pier footings.
o Perform partial traffic signal reconstruction at the intersections of East Columbus Avenue/
Union Street and West Columbus Avenue/ Union Street and improve signal phasing.
The exclusive pedestrian phasing to cross West Columbus Avenue will be converted to
concurrent operations, whereby pedestrians will walk at the same time as the parallel
traffic. The phasing will be modified to move, or clear, traffic through the two
intersections with limited potential for blocking.
o Perform minor cu rb work and restri pe the Union Street westbound approach to East
Columbus Avenue to accommodate one through lane and one shared through-right lane.
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EXHIBIT "J"
The eastbound receiving area will be limited to one lane. Additional lane use signs will
be installed to direct motorists to the appropriate lanes.
o Install raised reflectorized stanchions along the painted centerline on Union Street and
install regulatory signs to limit access into the self-park garage to right-in and right-out.
The self-park exit will be signed as a one-way exit.
East Columbus Avenue
o Improve the corner radii between East Columbus Avenue and Bliss Street to more
efficiently process patron traffic entering and exiting the self-park garages.
o Construct a 12-foot shoulder along East Columbus Avenue, between Howard Street and
Bliss Street, to allow for acceleration and deceleration maneuvers associated with garage
access.
o Perform minor improvements to the alignment of the channelizing islands on East
Columbus Avenue as it approaches the northerly Exit 7 on-ramp to 1-91 northbound (just
north of State Street).
State Street
o Remove the existing on-street parking on State Street and resurface and restripe the
pavement to accommodate a 10-foot left-turn lane into the hotel drop-off/valet parking
area.
o Restripe a right-turn lane on State Street eastbound approach to Main Street within the
existing curb lines. This better utilizes the existing pavement area.
Modify signal phasing and implement new coordination timing plans for the intersections of
East and West Columbus Avenues with State Street and Union Street to improve traffic flow
between intersections.
Perform pedestrian facility improvements along the Main Street, State Street, and Union
Street corridors and all roadways internal to the Project. This includes upgrades to the bus
stops and shelters that lie in front of the site along Main Street.
Work with MassDOT to deploy variable message signs on 1-91 and 1-291 to notify motorists
of traffic conditions in the downtown area . These would be used to inform the public of
varying traffic conditions for all downtown events, including the casino.
Use on-site wayfinding signs to direct patrons to the access and egress points that are most
efficient for the intended destination.
Coordinate the traffic signals and improve vehicle detection along Dwight Street, if
necessary, to improve the flow of patron traffic from 1-291.
Construct a pedestrian bridge between the Project site and the MassMutual Convention
Center. This is dependent upon a pending architectural feasibility assessment.
The preliminary traffic study included an analysis of traffic impacts for a limited study area and did
not include analysis of the merging and diverging movements exiting and entering the 1-91 and 1
291 ramps providing access to the site . For the Environmental Impact Report (EIR), the Proponent
will conduct additional analysis for a broader study area of the Commonwealth's facilities. The
following provides a summary of the scope of work that is anticipated for preparation of the
Transportation section of the Draft EIR.
Conduct capacity and queue analysis under Existing, No-Build, Build, and Build with
Mitigation conditions to determine the impacts of the Project on the following intersections:
o Union Street / West Union Street / West Columbus Avenue
o Union Street / East Columbus Avenue
o Union Street / Southerly Parking Garage Exit Driveway (proposed)
o Union Street / Charter Bus Driveway (proposed)
o Union Street / Armory Square Westerly Driveway (proposed)
o Union Street / Armory Square Easterly Driveway (proposed)
o Union Street / Main Street
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EXHIBIT "J"
o Howard Street / East Columbus Avenue

o Howard Street (future Armory Square Northerly Driveway) / Main Street
o Bliss Street / East Columbus Avenue
o Bliss Street / Main Street
o State Street / West Columbus Avenue
o State Street / East Columbus Avenue
o State Street / Resort Northerly Driveway
o State Street / Main Street
o State Street / Dwight Street
o State Street / Chestnut Street / Maple Street
o Memorial Bridge / Boland Way / West Columbus Avenue
o Boland Way / East Columbus Avenue
o 1-291 SB Exit 2 Off-Ramp / 1-91 NB On-Ramp / Dwight Street
Conduct analysis under Existing, No-Build, Build, and Build with Mitigation conditions for
the following merge and diverge locations:
o 1-91 NB Exit 5 Off-Ramp Diverge (south of York Street)
o 1-91 NB Exit 5 Off-Ramp Merge with East Columbus Avenue (south of York Street)
o 1-91 N B Exit 6 Off-Ramp Diverge (south of Margaret Street)
o 1-91 NB Exit 6 Off-Ramp Merge with East Columbus Avenue (south of Margaret Street)
o 1-91 NB Exit 6 On-Ramp Merge (north of Union Street)
o 1-91 NB Exit 7 On-Ramp Merge (north of State Street)
o 1-91 NB Exit 8 Diverge to 1-291 NB
o 1-91 SB Exit 7 Diverge to West Columbus Avenue (north of Memorial Bridge)
o 1-91 SB Merge with 1-291 SB (north of Memorial Bridge)
o 1-91 SB Exit 6 Off-Ramp Diverge (north of Union Street)
o 1-91 SB Exit 6 On-Ramp Merge (south of Union Street)
o 1-291 NB Exit 2B Off-Ramp Diverge to Dwight Street
o 1-291 NB Exit 2 Off-Ramp Diverge to Chestnut Street
o 1-291 NB Exit 2 On-Ramp Merge from Dwight Street
o 1-291 NB Exit 2 On-Ramp Merge from Chestnut Street
o 1-291 NB Merge from 1-91 SB and 1-91 NB
o 1-291 SB Exit 2/Exit 1A Diverge to Chestnut Street /1-91 SB
o 1-291 SB Exit 2A Diverge to Dwight Street
o 1-291 SB Exit 2 On-Ramp Merge from Dwight Street to 1-91 NB
Conduct analysis under Existing, No-Build, Build, and Build with Mitigation conditions for
the following weaving sections:
o 1-91 SB between 1-291 SB On-Ramp and 1-91 SB Exit 6 Off-Ramp
o West Columbus Avenue between 1-91 SB Exit 6 Off-Ramp and 1-91 SB Exit 6 On-Ramp
o East Columbus Avenue between 1-91 NB Exit 6 Off-Ramp and 1-91 NB Exit 6 On-Ramp
Transportation Demand Management

To reduce single-occupancy vehicle trips generated by the Project, MGM will implement a
transportation demand management (TOM) program to maximize employee vehicle occupancy
and thereby reduce the vehicular demand on the site. Many other services can allow for multi
modal options for patrons. The Proponent will evaluate rideshare programs, subsidized transit fares
with the Pioneer Valley Transit Authority (PVTA), airport shuttle services, guest shuttle services to
the Amtrak Station and area attractions, and zip car availability for hotel guests.
A number of TOM measures are proposed to reduce vehicle trips and better manage traffic
generated by the proposed Project, which include the following:
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EXHIBIT "J"
Transit Measures:
o Locate development in close proximity to PVTA bus and Amtrak services, including
Union Station
o Provide shuttle bus or trolley service between development, Union Station, and local
attractions
o Offer transit subsidies for employees
Pedestrian and Bicycle Treatments:
o Provide on-site bicycle racks
o Provide bicycles and equipment for employees
o Provide showers for employees that commute by walking or biking
o Reconstruct sidewalks along study area roadways to improve pedestrian access
Parking Measures:
o Provide a reduced valet rate for vehicles with three or more patrons
o Provide preferential parking for rideshare and carpool
o Provide charging stations for electric vehicles
o Implement an IT System to direct drivers to open parking spaces
Other Measures:
o Maintain major employee shift times that are outside the traditional downtown peak
hours of 7:00 a.m. to 9:00 a.m. and 4 :00 p.m. to 6:00 p.m.
o Provide a Transportation Coordinator on-site
o Encourage vanpool and carpooling programs
o Provide and update a monthly Commuter Bulletin
o Facilitate events through coordination with MassRIDES and PVTA
o Consider providing Zip Cars for employee, resident, and hotel guest use.
Parking
Based on recent field counts, there are exactly 1,000 existing off-street parking spaces and 46 on
street parking spaces that would be eliminated as part of the Project. These are currently used by
employees and patrons of area businesses which will remain operational following redevelopment
of the site. The Proponent is providing off-street parking in a structured parking lot for 4,850
parking spaces. The Project will experience its heaviest parking demand on a Friday or Saturday
evening, and will experience significantly lower parking demand during a normal weekday. As
such, the Proponent will allow the on-site parking spaces to be used by surrounding businesses
during the day when casino parking demand is low. This will mitigate the displacement of parking
to other garages and off-street parki ng faci Iities in the area.
Other Infrastructure Systems

The Proponent will consult with the City of Springfield on any necessary improvements to the
water and wastewater infrastructure in the vicinity of the Project site.
If the project is proposed to be constructed in phases, please describe each phase: The Project is not
proposed to be constructed in phases.
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EXHIBIT "J"
HOST COMMUNITY AGREEMENT

BY AND BETWEEN
CITY OF SPRINGFIELD, MASSACHUSETTS
AND
BLUE TARP REDEVELOPMENT, LLC
EXHIBIT "K"
TABLE OF CONTENTS
Page
1. Definitions. ............................................................................................................................... 2
2. General Provisions ................................................................................................................ 12
2.1
Findings................................................................................................................ 12
2.2
Developers Rights .............................................................................................. 12
2.3
Closing Conditions .............................................................................................. 13
2.4
Term ..................................................................................................................... 14
3. Project .................................................................................................................................... 14
3.1
Performance of Work ......................................................................................... 15
3.2
Duty to Complete; Commencement of Operations .......................................... 15
3.3
Project Operations .............................................................................................. 15
3.4
Casino Liaison Office; Community Advisory Committee .............................. 16
3.5
Property Tax Matters ......................................................................................... 17
4. Other Obligations of Developer ........................................................................................... 18
4.1
Community Impact Payments ........................................................................... 18
4.2
Community Development Grants ...................................................................... 19
4.3
Additional Commitments ................................................................................... 19
4.4
Payment of Development Process Cost Fees .................................................... 20
4.5
Radius Restriction ............................................................................................... 20
4.6
Statutory Basis for Fees; Default Rate .............................................................. 21
4.7
Notice of Agreement ........................................................................................... 22
4.8
Financing ............................................................................................................. 22
4.9
Closing Deliveries ................................................................................................ 24
4.10 Land Use .............................................................................................................. 24
4.11 Health Impact Assessment ................................................................................. 24
4.12 Purchase of Slot Machines ................................................................................. 24
4.13 State Lottery Matters ......................................................................................... 24
5. Representations and Warranties ......................................................................................... 24
5.1
Representations and Warranties of Developer ................................................ 24
5.2
Representations and Warranties of the City .................................................... 25
6. Covenants............................................................................................................................... 26
6.1
Affirmative Covenants of Developer ................................................................. 26
6.2
RFA-2 Response .................................................................................................. 29
6.3
Negative Covenants of Developer ...................................................................... 29
6.4
Confidentiality of Deliveries............................................................................... 30
7. Default .................................................................................................................................... 30
7.1
Events of Default ................................................................................................. 30
7.2
Remedies .............................................................................................................. 32
7.3
Termination ......................................................................................................... 32
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EXHIBIT "K"
7.4
Liquidated Damages ........................................................................................... 33
8. Transfers ................................................................................................................................ 34
8.1
Transfer of Agreement ....................................................................................... 34
8.2
Transfer of Ownership Interest ......................................................................... 34
9. Insurance ............................................................................................................................... 35
9.1
Maintain Insurance............................................................................................. 35
9.2
Form of Insurance and Insurers ........................................................................ 35
9.3
Insurance Notice.................................................................................................. 35
9.4
Keep in Good Standing....................................................................................... 36
9.5
Blanket Policies ................................................................................................... 36
10. Damage and Destruction ...................................................................................................... 36
10.1 Damage or Destruction ....................................................................................... 36
10.2 Use of Insurance Proceeds.................................................................................. 37
10.3 No Termination ................................................................................................... 37
10.4 Condemnation ..................................................................................................... 37
11. Indemnification ..................................................................................................................... 38
11.1 Indemnification by Developer ............................................................................ 38
12. Force Majeure ....................................................................................................................... 40
12.1 Definition of Force Majeure ............................................................................... 40
12.2 Notice .................................................................................................................... 41
12.3 Excuse of Performance ....................................................................................... 41
13. Miscellaneous......................................................................................................................... 41
13.1 Notices .................................................................................................................. 41
13.2 Non-Action or Failure to Observe Provisions of this Agreement ................... 42
13.3 Applicable Law and Construction ..................................................................... 42
13.4 Submission to Jurisdiction; Service of Process ................................................ 42
13.5 Complete Agreement .......................................................................................... 43
13.6 Holidays ............................................................................................................... 43
13.7 Exhibits ................................................................................................................ 43
13.8 No Joint Venture ................................................................................................. 43
13.9 City Approvals .................................................................................................... 43
13.10 Unlawful Provisions Deemed Stricken .............................................................. 44
13.11 No Liability for Approvals and Inspections ..................................................... 44
13.12 Time of the Essence ............................................................................................. 44
13.13 Captions ............................................................................................................... 45
13.14 Arbitration ........................................................................................................... 45
13.15 Amendments ........................................................................................................ 46
13.16 Compliance .......................................................................................................... 47
13.17 Table of Contents ................................................................................................ 47
13.18 Number and Gender ........................................................................................... 47
13.19 Third Party Beneficiary ..................................................................................... 47
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EXHIBIT "K"
13.20
13.21
13.22
13.23
13.24
13.25
13.26
Cost of Investigation ........................................................................................... 47

Further Assurances ............................................................................................. 47
Estoppel Certificates ........................................................................................... 47
Counterparts ....................................................................................................... 47
Deliveries to the City ........................................................................................... 47
Exclusivity............................................................................................................ 48
Non-Survival Upon Termination Under Certain Provisions .......................... 48
EXHIBIT A
EXHIBIT B
A-1
B-1
COMMUNITY IMPACT PAYMENTS

BUSINESS OPERATIONS AND MARKETING
OBLIGATIONS
EXHIBIT C EMPLOYMENT, WORKFORCE DEVELOPMENT
AND OPPORTUNITIES FOR LOCAL BUSINESS
OWNERS
EXHIBIT D OBLIGATIONS TO MITIGATE POTENTIAL
IMPACTS ON SURROUNDING COMMUNITIES
EXHIBIT E OTHER OBLIGATIONS OF DEVELOPER
EXHIBIT F COMMUNITY DEVELOPMENT FUND
EXHIBIT G PROJECT AND PROJECT DESCRIPTION
EXHIBIT H PROJECT SITE
EXHIBIT I
CONCEPT DESIGN DOCUMENTS
EXHIBIT J FORM OF PARENT COMPANY TRANSFER
EXHIBIT K FORM OF RESTRICTED OWNER TRANSFER
EXHIBIT L FORM OF GUARANTY AND KEEPWELL
AGREEMENT
EXHIBIT M FORM OF CLOSING CERTIFICATE
EXHIBIT N FORM OF RELEASE
EXHIBIT O TYPES AND AMOUNTS OF INSURANCE
EXHIBIT P FORM OF ESTOPPEL CERTIFICATE
EXHIBIT Q FORM OF PARENT COMPANY RADIUS
EXHIBIT R FORM OF RESTRICTED PARTY RADIUS
EXHIBIT S FORM OF NOTICE OF AGREEMENT
EXHIBIT T TAX AFFIDAVIT
EXHIBIT U SECTION 6A AGREEMENT
C-1
D-1
E-1
F-1
G-1
H-1
I-1
J-1
K-1
L-1
M-1
N-1
O-1
P-1
Q-1
R-1
S-1
T-1
U-1
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EXHIBIT "K"
EXHIBIT "K"
F.
The Act also requires an applicant to demonstrate to the Commission, among
other things, how the applicant proposes to address community development and advance the
Acts objective to gain public support for its application.
G.
Through a two-phase Request for Qualifications/Request for Proposals issued by
the City, and after considering public input, the City selected Developer to negotiate and enter
into this Agreement setting forth the terms and conditions with respect to which Developer will
develop, construct, own and operate a destination resort casino in the City should the (i) City
Council approve this Agreement; and (ii) City voters approve a ballot question permitting the
operation of such gaming establishment in the City and upon issuance by the Commission of a
Category 1 license to Developer having no material conditions that are unacceptable to
Developer.
H.
The Project Site (as more particularly defined below) which contemplates not
only a destination resort casino, but also ancillary facilities such as retail, housing and
entertainment components, currently generates approximately Three Hundred and Seventy
Thousand Dollars ($370,000) in annual property taxes for the City.
I.
The Project (defined below) will result in hundreds of millions of dollars of
capital investment in the City by Developer as well as thousands of construction jobs and
permanent direct jobs, as well as related indirect jobs and revenue, for both the City and the
surrounding area.
NOW, THEREFORE, in consideration of their mutual execution and delivery of this
Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1.
Definitions.
The terms defined in this Section 1 shall have the meanings indicated for purposes of this
Agreement. Definitions which are expressed by reference to the singular or plural number of a
term shall also apply to the other number of that term. Capitalized terms which are used
primarily in a single Section of this Agreement are defined in that Section.
(a)
121A Approvals means any and all agreements and approvals from the
City and DHCD (as defined in Section 3.5) necessary to allow the Project to
qualify for alternative tax payments pursuant to Chapter 121A (as that term is
defined in Section 3.5).
(b)
Act is defined in Recital A hereof.
(c)
Additional Commitments means collectively, those obligations of
Developer to the City and others including those obligations with respect to: (i)
promoting economic growth in the City; (ii) marketing the Project; (iii) enhancing
existing services for treatment of compulsive behavior disorders; (iv) ensuring
minors will be prohibited from gambling in the Casino; (v) providing security in
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EXHIBIT "K"
and around the Project; (vi) hiring, training and employment; (vii) utilization of
City businesses during the design, construction and operation of the Project; (viii)
utilizing sustainable development principles in connection with the Project; (ix)
contributing to City institutions and charitable organizations; (x) entering into
agreements with impacted live entertainment venues, as that term is defined in
the Act; and (xi) entering into agreements with Surrounding Communities, all as
more specifically described on Exhibits B, C, D and E.
(d)
Affiliate means a Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by, or is under common Control
with, another Person. For purposes of clarification, Affiliates of Developer
include, without limitation, Parent Company.
(e)
Agreement means this Host Community Agreement including all
exhibits and schedules attached hereto, as the same may be amended,
supplemented or otherwise modified from time to time.
(f)
Approvals means all or any licenses, permits, approvals, consents and
authorizations that Developer is required to obtain from any Governmental
Authority to perform and carry out its obligations under this Agreement,
including, but not limited to, a Category 1 license issued by the Commission to
Developer having no material conditions that are unacceptable to Developer, and
such other permits and licenses necessary to complete the Work, and to open,
operate and occupy the Project Site and the Project.
(g)
Business Day means all weekdays except Saturday and Sunday and
those that are official legal holidays of the City, Commonwealth or the United
States government. Unless specifically stated as Business Days, a reference to
days means calendar days.
(h)
Casino means any premises in the City wherein Gaming is conducted
by Developer pursuant to the Act and this Agreement, and includes all buildings,
improvements, equipment, and facilities developed, constructed, used or
maintained in connection with such gaming.
(i)
Casino Gaming Operations means any land-based Gaming operations
permitted under the Act and offered or conducted at the Project but does not
include any internet based gaming, to the extent permitted in the future by
applicable law.
(j)
Casino Manager means any Person, excluding employees of the
Developer or any of its Affiliates, engaged, hired or retained by Developer to
manage and/or operate the Casino and the Casino Gaming Operations.
(k)
Casino Year means the one-year period beginning on July 1 of each
year and ending on the next succeeding June 30, except that (a) the first Casino
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EXHIBIT "K"
Year shall begin on the date of Operations Commencement and end on the next
succeeding June 30, and (b) the last Casino Year shall begin on the calendar day
following expiration of the preceding Casino Year and ends on the date that is the
last day of the Term.
(l)
Category 1 license shall have the same meaning as given to such term
in the Act.
(m)
City means the City of Springfield, Massachusetts, a municipal
corporation.
(n)
City Council means the City Council of the City.
(o)
City Parcels means collectively, (i) the site of the former South End
Community Center, located on 29 Howard Street, Springfield, MA, and (ii) the
site of the former Alfred G. Zanetti School, located on 59 Howard Street,
Springfield, MA.
(p)
Closing Certificate means the certificate to be delivered by Developer
in the form as attached hereto as Exhibit M.
(q)
Closing Conditions shall have the meaning ascribed to that term in
Section 2.3.
(r)
Closing Date means (x) the tenth (10th) Business Day after the last to
occur of (i) approval of this Agreement by the City Council; (ii) execution hereof
by the Mayor and other necessary City officials; (iii) the approval by the City
Council to hold the Election prior to a positive determination of suitability having
been issued to the Developer by the Commission pursuant to the Commissions
Request for Application Phase One; and (iv) confirmation by the City to
Developer that the City shall enter into a single host community agreement for a
resort casino project, or (y) such later date as the City and Developer may agree in
writing.
(s)
Closing Deliveries shall have the meaning ascribed to that term in
Section 2.3.
(t)
Commission is defined in Recital C hereof.
(u)
Commonwealth is defined in Recital A hereof.
(v)
Community Development Fund shall have the meaning ascribed to
that term in Section 4.2.
(w)
Community Development Grants shall have the meaning ascribed to
such term in Section 4.2.
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EXHIBIT "K"
(x)
Community Impacts means collectively, Direct Community Impacts
and Indirect Community Impacts.
(y)
Community Impact Payments means those payments set forth on
Exhibit A determined by the City to be reasonable and necessary to reimburse the
City for its capital and ongoing costs to be incurred by the City to effectively
mitigate the Community Impacts.
(z)
Complete means the completion of the Work, as evidenced by the
issuance of a temporary certificate of occupancy by the appropriate Governmental
Authority for all Components to which a certificate of occupancy would apply,
and that not less than seventy-five percent (75%) of the parking structure and not
less than seventy-five percent (75%) of the Gaming Area, seventy-five percent
(75%) of the hotel rooms, and fifty percent (50%) of the aggregate retail floor
space and fifty percent (50%) of the aggregate restaurant floor space are open to
the public for their intended use (and/or in the case of the retail and restaurant
floor spaces, are completed as shells and available for leasing).
(aa) Component means any of the following included as part of the Project:
the hotel; Casino; restaurants; meeting and assembly space; ballroom; theater;
retail space; entertainment, recreational facilities and spa; parking; private bus,
limousine and taxi parking and staging areas; the other facilities described on
Exhibit G; and such other major facilities that may be added as components by
amendment to this Agreement.
(bb) Concept Design Documents means documents for the design of the
Project attached to this Agreement as Exhibit I.
(cc) Condemnation means a taking of all or any part of the Project by
eminent domain, condemnation, compulsory acquisition or similar proceeding by
a competent authority for a public or quasi-public use or purpose.
(dd) Construction Completion Date means the date occurring no later than
thirty-three (33) months following the date on which the Commission issues to the
Developer a Category 1 license having no material conditions that are
unacceptable to Developer.
(ee) Control(s) or Controlled means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, as such terms are used by and interpreted under federal securities laws,
rules and regulations.
(ff)
CPI shall mean the United Stated Department of Labor, Bureau of
Labor Statistics, Consumer Price Index for all Urban Consumers, U.S. City
Average All Items, 1982-84=100. In the event that the United States Department
5
EXHIBIT "K"
of Labor shall cease to promulgate the CPI, the Developer and the City agree to
meet and discuss in good faith the adoption of the commonly accepted alternative
to the CPI for the purposes hereof.
(gg) CPI Adjustment Factor shall mean a fraction, the numerator of which
shall be the difference between the CPI published for July of the year in which the
adjustment is being made and the CPI published for July of the preceding year,
and the denominator of which shall be the CPI published for July of the preceding
year.
(hh) Default means any event or condition that, but for the giving of notice
or the lapse of time, or both, would constitute an Event of Default.
(ii)
Default Rate means a rate of interest at all times equal to the greater of
(i) the rate of interest announced from time to time by Bank of America, N.A. (B
of A), or its successors, as its prime, reference or corporate base rate of interest,
or if B of A is no longer in business or no longer publishes a prime, reference or
corporate base rate of interest, then the prime, reference or corporate base rate of
interest announced from time to time by such local bank having from time to time
the largest capital surplus, plus four percent (4%) per annum or (ii) twelve percent
(12%) per annum, provided, however, the Default Rate shall not exceed the
maximum rate allowed by applicable law.
(jj)
Developer means Blue Tarp and Urban Redevelopment Corp., or their
respective successors or assigns as permitted hereunder.
(kk) Developer Payments shall have the meaning ascribed to that term in
Section 4.6(a).
(ll)
Development Process Cost Fees means, to the extent not otherwise (i)
previously paid by Developer to the City, whether directly or indirectly or (ii)
payable by Developer hereunder, a fee to reimburse the City for the aggregate
amount of any and all costs and expenses in good faith paid or incurred by the
City to third parties (including attorneys, accountants, consultants and others) in
connection with the planning and preparation of the RFQ/P; the casino selection
process undertaken in connection with the RFQ/P; the Election; the negotiation,
preparation and enforcement of this Agreement; the planning, development,
ownership, management and operation of the Project; the issuance by the
Commission of a Category 1 license to the Developer having no material
conditions that are unacceptable to Developer; failure to renew a Category 1
license to the Developer; and any litigation filed by or against the City or in which
the City intervenes in connection with any of the foregoing; provided, however,
notwithstanding anything to the contrary contained herein, Development Process
Cost Fees shall not include any costs and fees incurred by the City arising from or
related to its breach of its obligations under this Agreement or, if in any
6
EXHIBIT "K"
enforcement action of this Agreement, the City is not the prevailing party and also
shall not include Community Impact Payments, the amounts that are subject to
Section 7.4, and amounts due pursuant to the Section 6A Agreement.
(mm) Direct Community Impacts means the known and direct community
impacts including the additional police, fire protection, administrative, education,
housing and emergency medical services directly or indirectly resulting from or
related to the development or operation of the Project, and necessary from time to
time to protect the health, safety and welfare of the Citys residents, the temporary
workforce needed to construct the Project, the employees of the Project and the
expected increased number of visitors to the City.
(nn) direct or indirect interest means an interest in an entity held directly or
an interest held indirectly through interests in one or more intermediary entities
connected through a chain of ownership to the entity in question, taking into
account the dilutive effect of the interests of others in such intermediary entities.
(oo) Election means the election on the ballot question as required by
Section 15(13) of Act.
(pp)
Event of Default shall have the meaning ascribed to it in Section 7.1.
(qq) Financing means the act, process or an instance of obtaining

specifically designated funds for the Project, whether secured or unsecured,
including (i) issuing securities; (ii) drawing upon any existing or new credit
facility; or (iii) contributions to capital by any Person
(rr)
Finance Affiliate means any Affiliate created to effectuate all or any
portion of a Financing.
(ss)
Final Completion means the completion of the Work, as evidenced by
the issuance of a temporary certificate of occupancy by the appropriate
Governmental Authority for all Components to which a certificate of occupancy
would apply, and that at least ninety-five percent (95%) of the parking structure,
Gaming Area, hotel rooms, retail floor space and restaurant floor space are open
to the public for their intended use (and/or in the case of the retail and restaurant
floor spaces, are completed as shells and available for leasing).
(tt)
Final Completion Date means the date occurring no later than six (6)
months following the Construction Completion Date.
(uu) Finish Work refers to the finishes which create the internal and external
appearance of the Project.
(vv) First Class Project Standards means the general standards of quality
for construction, maintenance, operations and customer service established and
7
EXHIBIT "K"
maintained on the date hereof at the MGM Grand Hotel and Casino, Las Vegas,
Nevada, taken as a whole.
(ww) Force Majeure shall have the meaning ascribed to such term in Section
12.1.
(xx) GAAP means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession for use in the United States, which are applicable to the
circumstances as of the date of determination.
(yy) Gaming shall have the same definition as in the Act but shall not
include internet based gaming.
(zz) Gaming Area means the space on which Casino Gaming Operations
occur.
(aaa) Gaming Authorities means all agencies, authorities and
instrumentalities of the City, Commonwealth, or the United States, or any
subdivision thereof, having jurisdiction over the Gaming or related activities at
the Casino, including the Commission, or their respective successors.
(bbb) Governmental Authority or Governmental Authorities means any
federal, state, county or municipal governmental authority, including all
executive, legislative, judicial and administrative departments and bodies thereof
(including any Gaming Authority) having jurisdiction over Developer and/or the
Project.
(ccc) Governmental Requirements means the Act and all laws, ordinances,
statutes, executive orders, rules, zoning requirements and agreements of any
Governmental Authority that are applicable to the acquisition, remediation,
renovation, demolition, development, construction and operation of the Project
including all required permits, approvals and any rules, guidelines or restrictions
enacted or imposed by Governmental Authorities, but only to the extent that such
laws, ordinances, statutes, executive orders, zoning requirements, agreements,
permits, approvals, rules, guidelines and restrictions are valid and binding on
Developer.
(ddd) Gross Revenue shall have the same meaning as given to such term in
the Act but in no event shall include revenues generated from internet gaming.
EXHIBIT "K"
(eee) Guaranty and Keep Well Agreement means the Guaranty and Keep
Well Agreement dated as of the Closing Date between the City and Parent
Company in substantially the same form as Exhibit L attached hereto.
(fff) including and any variant or other form of such term means including
but not limited to.
(ggg) Indirect Community Impacts means collectively, the following known
and unknown potential and actual impacts to the City and its residents related to
or indirectly resulting from the development and operation of the Project from
time to time not specifically covered under Direct Community Impacts: (i)
increased use of City services; (ii) increased use of City infrastructure; (iii) the
need for additional City infrastructure, employees and equipment; (iv) increased
traffic and traffic congestion; (v) increased air, noise, water and light pollution;
(vi) issues related to public health, safety, welfare and addictive behavior; (vii)
loss of City revenue from displacement of current businesses; (viii) issues related
to education and housing; (ix) issues relating to the quality of life; (x) reduced use
of City parking facilities as a consequence of additional parking being made
available at the Project; and (xi) costs related to mitigating other impacts to the
City and its residents.
(hhh) Loan Default means an event of default or default or event or condition
which, with respect to Developer or its Finance Affiliate without further notice or
passage of time, would entitle a Mortgagee to exercise the right to foreclose upon,
acquire, possess or obtain the appointment of a receiver or other similar trustee or
officer over all or a part of Developers interest in the Project.
(iii) Major Condemnation means a Condemnation either (i) of the entire
Project, or (ii) of a portion of the Project if, as a result of the Condemnation, it
would be imprudent or unreasonable to continue to operate the Project even after
making all reasonable repairs and restorations.
(jjj) Material Adverse Effect means any change, effect, occurrence or
circumstances (each, an Event and collectively, Events) that, individually or
in the aggregate with other Events, is or would reasonably be expected to be
materially adverse to the condition (financial or otherwise), business, operations,
prospects, properties, assets, cash flows or results of operations of the Developer
and/or Parent Company, taken as a whole; provided, however, that none of the
following shall be taken into account in determining whether a Material Adverse
Effect has occurred or would reasonably be expected to occur: (i) any Event in the
United States or global economy generally, including Events relating to world
financial or lending markets, or change affecting generally the industry in which
the Developer and/or Parent Company operate; (ii) any changes or proposed
changes in GAAP or any law; and (iii) any hostilities, act of war, sabotage,
terrorism or military actions or any escalation or worsening of any such
9
EXHIBIT "K"
hostilities, act of war, sabotage, terrorism or military actions, except, in the case
of clauses (i), (ii) or (iii) to the extent such Event(s) affect the Developer and/or
Parent Company, taken as a whole, in a disproportionate manner as compared to
similarly situated companies.
(kkk) Mayor means the duly elected Mayor of the City.
(lll) Minor Condemnation means a Condemnation that is not a Major
Condemnation.
(mmm)Mortgage means a mortgage on all or any part of Developers interest
in the Project, and does not include a mortgage on the leasehold interest of any
third party in the Project.
(nnn) Mortgagee means the holder from time to time of a Mortgage.
(ooo) Notice of Agreement means a notice of this Agreement in substantially
the same form as Exhibit S.
(ppp) Operations Commencement means that the Casino, the hotel
Component and parking Component are Complete and open for business to the
general public.
(qqq) Operations Commencement Date means the date occurring no later
than six (6) months following the Construction Completion Date.
(rrr) Parent Company means MGM Resorts International, and its successors
and assigns.
(sss)
Parties means the City and Developer.
(ttt) Permitted Affiliate Payments means payments made in the ordinary

course of business to Parent Company or Affiliates of Parent Company for goods
or services, or licensing, branding or management fees.
(uuu) Person means an individual, a corporation, partnership, limited liability
company, association or other entity, a trust, an unincorporated organization, or a
governmental unit, subdivision, agency or instrumentality.
(vvv) Proceeds means the compensation paid by the condemning authority to
the City and/or Developer in connection with a Condemnation, whether recovered
through litigation or otherwise, but excluding any compensation paid in
connection with a temporary taking.
(www) Project means the Casino and all buildings, hotel structures,
recreational or entertainment facilities, restaurants or other dining facilities, bars
10
EXHIBIT "K"
and lounges, retail stores, other amenities and back office facilities that are
connected with, or operated in such an integral manner as to form a part of the
same operation whether on the same tract of land or otherwise, all of which are
more specifically described on Exhibit G.
(xxx) Project Description means the detailed description of Project set forth
on Exhibit G.
(yyy) Project Site means the land assemblage upon which the Project is to be
developed and constructed, as described on Exhibit H.
(zzz) Publicly Traded Corporation means a Person, other than an
individual, to which either of the following provisions applies: the Person has one
(1) or more classes of voting securities registered under Section 12 of the
Securities Exchange Act of 1934, 15 U.S.C. 781; or the Person issues securities
and is subject to Section 15(d) of the Securities Exchange Act of 1934, 15 U.S.C.
780(d).
(aaaa) Radius Restriction Agreement means the Radius Restriction
Agreements dated as of the Closing Date between the City and Parent Company
and the City and any Casino Manager which is an Affiliate of Parent Company
and those Restricted Parties as requested by the City in substantially the same
form as Exhibit Q and R attached hereto.
(bbbb) Releases means the executed forms of acknowledgement, consent and
release delivered by Developer, its Affiliates and its other direct and indirect
equity owners in conjunction with its response to the RFQ/P.
(cccc) Restricted Area means the two geographic areas encompassed by: (i)
Region B (as that term is defined in the Act) and (ii) a circle having a radius of
fifty (50) miles with 36 Court Street, Springfield, Massachusetts as its center.
(dddd) Restricted Owner is defined in Section 8.2(a).
(eeee) RFA-2 is defined in Section 2.2.
(ffff) RFQ/P means the Phase I and Phase II Request for
Qualifications/Request for Proposals and all amendments, modifications and
supplements thereto issued by the City in connection with the destination casino
resort development for the City.
(gggg) Surrounding Communities shall have the same meaning as defined in
the Act.
(hhhh) Tax Affidavit means a tax affidavit in the form of Exhibit T attached
hereto.
11
EXHIBIT "K"
(iiii)
Term is defined in Section 2.4.
(jjjj) Transfer means (i) any sale (including agreements to sell on an

installment basis), assignment, transfer, pledge, alienation, hypothecation, merger,
consolidation, reorganization, liquidation, or any other disposition by operation of
law or otherwise, and (ii) the creation or issuance of new or additional interests in
the ownership of any entity.
(kkkk) Transfer Restriction Agreements means the Transfer Restriction
Agreements dated as of the Closing Date between the City and Parent Company
and the City and Restricted Owners in substantially the same form as Exhibits J
and K attached hereto.
(llll) Work means demolition and site preparation work at the Project Site,
and construction of the improvements constituting the Project in accordance with
the construction documents for the Project and includes labor, materials and
equipment to be furnished by a contractor or subcontractor.
2.
General Provisions
2.1
Findings
The City hereby finds that the development, construction and operation of the Project will
(i) be in the best interest of the City, Western Massachusetts and the Commonwealth; (ii)
contribute to the objectives of providing and preserving gainful employment opportunities for
residents of the City; (iii) support and contribute to the economic growth of the City, Western
Massachusetts and the Commonwealth including supporting and utilizing local and small
businesses, minority, women and veteran business enterprises; (iv) attract commercial and
industrial enterprises, promote the expansion of existing enterprises, combat community blight
and deterioration, and improve the quality of life for residents of the City; (v) support and
promote tourism in Western Massachusetts and the City; and (vi) provide the City and the
Commonwealth with additional tax revenue.
2.2
Developers Rights
Upon (i) the approval of this Agreement by the City Council; (ii) the execution hereof by
the Mayor and other necessary City officials; and (iii) the approval by the City Council to hold
the Election prior to a positive determination of suitability having been issued to the Developer
by the Commission pursuant to the Commissions Request for Application Phase One, the
Developer shall have the right and obligation to:
(a)
request that the City direct the clerk of the City to set a date certain for the
Election, provided that Developer has satisfied the Closing Conditions; and
12
EXHIBIT "K"
(b)
submit this Agreement to the Commission as part of the Developers
application for a Category 1 license, provided that there is an affirmative vote by
the Citys voters in the Election.
Developer and the City acknowledge that the Developer and City shall each have the
right to cancel the Election requested by Developer pursuant to Section 2.2(a) if Developer has
been found not qualified by the Commission to proceed to the Request for Application - Phase
Two of the selection process (RFA-2) before the date set for such Election. In addition, prior
to the Election, Developer and the City shall cooperate to comply with the provisions of
emergency regulation 205 CMR 115.05(6).
2.3
Closing Conditions
The Developers rights set forth in Section 2.2(a) shall be subject to the satisfaction, prior
to or on the Closing Date, of the following conditions precedent, each in form and substance
reasonably satisfactory to the City (collectively, the Closing Conditions):
(a)
the Citys receipt of the following items (the Closing Deliveries), which
items shall be delivered by Developer at the offices of the Citys Law
Department, 36 Court Street, Room 210, Springfield, Massachusetts 01103, on
or before 10:00 a.m. local time, on the Closing Date:
(i)
The Guaranty and Keep Well Agreement, executed by Parent

Company;
(ii)
The Transfer Restriction Agreements, executed by Parent

Company and all Restricted Owners;
(iii)
An opinion of counsel from Developer to the City covering

customary organizational, due authority, conflict with other
obligations, enforceability and other matters reasonably requested
by the City;
(iv)
The Closing Certificate;
(v)
The Notice of Agreement;
(vi)
The Tax Affidavit, executed by an authorized party;
(vii)
Evidence of payment of Developers share of due and unpaid

Development Process Cost Fees incurred to date, if any;
(viii)
A form of release attached hereto as Exhibit N, duly executed by

Developer;
13
EXHIBIT "K"
(ix)
Board resolutions of Developer, properly certified, approving this

Agreement and authority to execute; and
(x)
The Radius Restriction Agreements, executed by Parent Company.
(b)
No Default or Event of Default shall have occurred and be continuing
hereunder.
(c)
The representations and warranties of Developer contained in Section 5.1
are true and correct in all material respects at and as of the Closing Date as though
then made.
(d)
No material adverse change shall have occurred in the condition (financial
or otherwise) or business prospects of Developer or Parent Company.
2.4
Term
The term of this Agreement shall commence upon the approval of this Agreement by the
City Council and execution by the Mayor and other necessary City officials and shall continue
until the expiration of the Category 1 license issued to the Developer unless (i) sooner terminated
as provided herein and except as to those provisions that by their terms survive or (ii) extended
as provided in the next sentence. The term of this Agreement shall automatically be extended
upon any and each renewal of the Developers Category 1 license; provided that at the time of
each extension Developer has received no written notice of an Event of Default, for a default
which remains uncured. The term of this Agreement, including any extensions thereof, shall be
referred to as the Term.
3.
Project
The Developer shall use its reasonable efforts to promptly apply for, pursue and obtain all
Approvals necessary to design, develop, construct and operate the Project. Until all such
Approvals are obtained, the Developer shall provide the City, from time to time upon its request,
but not more often than once each calendar month following issuance of a Category 1 license to
Developer, with a written update of the status of such Approvals. If any Approvals are denied or
unreasonably delayed, the Developer shall provide prompt written notice thereof to the City,
together with Developers written explanation as to the circumstances causing such delay or
resulting in such denial and Developers plan to cause such Approvals to promptly be issued.
Upon obtaining such Approvals, the Developer shall develop and construct the Project in
material compliance with the Concept Design Documents and the Project Description. To
determine compliance with the Concept Design Documents and the Project Description,
Developer shall submit the following to the City: (i) no later than six (6) months following the
issuance by the Commission of a Category 1 license to Developer having no material conditions
that are unacceptable to Developer, final Project design documents; (ii) no later than twelve (12)
months following the issuance by the Commission of a Category 1 license to Developer having
no material conditions that are unacceptable to Developer, fifty percent (50%) construction
documents for the Project, and (iii) no later than seventeen (17) months following the issuance
14
EXHIBIT "K"
by the Commission of a Category 1 license to Developer having no material conditions that are
unacceptable to Developer, ninety-five percent (95%) construction documents for the Project.
The City acknowledges and agrees that, notwithstanding the specific Concept Design Documents
and the Project Description, the Developer may alter the Project and its Components provided
that any material change, whether in scope or size, to the Project and/or its Components
(including the addition or deletion of a Component) shall require the approval of the City which
approval shall not unreasonably be withheld or delayed. The City agrees that the Mayor shall
have the exclusive authority, on behalf of the City, to determine whether any changes proposed
by Developer in the Project are material, as such term is defined under the laws of the
Commonwealth. So long as Gaming is permitted by law to be conducted at the Project, the
primary business to be operated at the Project shall be Gaming.
3.1
Performance of Work
(a)
Developer shall ensure that all Work is performed in a good and
workmanlike manner and in accordance with all Governmental Requirements and First
Class Project Standards. Without limiting the generality of the foregoing sentence,
Developer shall ensure that all materials used in the construction of the Project shall be of
first class quality, and the quality of the Finish Work shall meet or exceed First Class
Project Standards; provided, however, the City agrees that Developer shall not be
obligated to precisely match the type of finish and materials that currently exist in the
facility owned by Developers Affiliate(s) which serves as the comparative standard upon
which the First Class Project Standards were developed, as long as the Project is
generally designed and constructed to be of a general quality comparable to the
components of the facility identified in the First Class Project Standards.
(b)
Developer shall ensure that the Project is constructed utilizing sustainable
development principles in accordance with Section 18(8) of the Act determined as of the
date of submission of its response to the RFA-2 to the Commission.
3.2
Duty to Complete; Commencement of Operations
The Developer shall Complete the Project not later than the Construction Completion
Date, achieve Operations Commencement not later than the Operations Commencement Date
and achieve Final Completion not later than the Final Completion Date. Upon the occurrence of
an event of Force Majeure, the Construction Completion Date, Final Completion Date, and the
Operations Commencement Date, shall each be extended on a day-for-day basis but only for so
long as the event of Force Majeure is in effect, plus such period of time not to exceed one
hundred and twenty (120) days, in each case, as the Developer may require under the
circumstances to remobilize its design and construction team, including its architect, general
contractor, subcontractors and vendors of goods and services.
3.3
Project Operations
15
EXHIBIT "K"
(a)
Developer agrees to diligently operate and maintain the Project and all
other support facilities for the Project owned or controlled by Developer in accordance
with all Governmental Requirements and First Class Project Standards and in compliance
with this Agreement.
(b)
Developer covenants that, at all times following the Operations
Commencement Date, it will, directly or indirectly: (i) continuously operate and keep
open the Casino for Casino Gaming Operations for the maximum hours permitted under
Governmental Requirements and in accordance with City ordinances; (ii) continuously
operate and keep open for business to the general public twenty-four (24) hours each day,
every day of the calendar year, the hotel Component and the parking Component; and
(iii) operate and keep open for business to the general public all Components (other than
hotel Component, parking Component and Components where Casino Gaming
Operations are conducted) in accordance with commercially reasonable hours of
operation. Notwithstanding the foregoing, Developer shall have the right from time to
time in the ordinary course of business and without advance notice to City, to close
portions of any Component for (x) such reasonable periods of time as may be required for
repairs, alterations, maintenance, remodeling, or for any reconstruction required because
of casualty, condemnation, governmental order or Force Majeure or (y) such periods of
time as may be directed by a Governmental Authority; provided, however, no such
direction shall relieve Developer of any liability as a result of such closure to the extent
caused by an act or omission of Developer as provided for otherwise in this Agreement.
3.4
Casino Liaison Office; Community Advisory Committee
(a)
In order to facilitate and expedite Developers obligations to develop and
construct the Project, the City shall establish and maintain, at the Citys expense, until
Operations Commencement a casino liaison office which will coordinate the efforts of
the various City departments involved in the development and construction of the Project
and serve as an information resource for the Developer and as a representative and
facilitator for Developer in the processing of its permitting, licensing and regulatory
approvals, as more specifically set forth in Section 13.9. The City agrees that the casino
liaison office will be charged with and authorized to perform the obligations provided
hereunder.
(b)
Upon Operations Commencement, the City and Developer will establish a
Community Advisory Committee. The Community Advisory Committee shall be
comprised of eleven (11) members as follows: three (3) members shall be appointed by
the Mayor, three (3) members shall be appointed by the President of the City Council,
three (3) members shall be appointed by Developer, one (1) member shall be appointed
by the President of the Affiliated Chambers of Commerce of Greater Springfield and one
(1) member shall be appointed by the Massachusetts Latino Chamber of Commerce
(Springfield office). Members of the Community Advisory Committee shall serve at the
pleasure of their respective appointing authorities. The Community Advisory Committee
shall meet quarterly the first twenty-four (24) months following Operations
16
EXHIBIT "K"
Commencement, and twice annually thereafter, or as otherwise needed, at locations

within the City or at the Project according to procedures established by the Community
Advisory Committee. The Community Advisory Committee may make non-binding
recommendations to the Developer and the City concerning matters involving the Project
which directly impact the City and its residents.
3.5
Property Tax Matters
Massachusetts General Laws Chapter 121A and Massachusetts Regulations 760 CMR
25.00 (collectively, Chapter 121A) authorize the creation of single-purpose, project-specific,
for-profit companies for undertaking commercial projects in areas which are considered to be
decadent, substandard or blighted. Chapter 121A sets forth the procedures for negotiating an
alternative tax payment which benefits a municipality by: (i) creating agreed upon tax payments
for a period of years; (ii) eliminating the uncertainty and expense associated with the property
tax assessment process; (iii) allowing the municipality to use the full amount of the tax payments
without regard to possible abatement claims by the taxpayer which would require the escrow of a
portion of the tax payments until such claims are resolved; and (iv) allowing the municipality to
receive advance tax payments on dates certain during development and construction of the
Project. The Massachusetts Department of Housing and Community Development (DHCD) is
responsible for administering Chapter 121A programs for municipalities other than the City of
Boston. Chapter 121A requires that a private developer enter into an agreement with the
municipality as described in Section 6A (Section 6A) of Chapter 121A (a Section 6A
Agreement) and a regulatory agreement with DHCD as described under Section 18 of Chapter
121A. Section 6A Agreements set forth the formula for calculating the annual tax payments to
be made by the private developer, the duration of the agreement and any special conditions
agreed to by the private developer and the municipality. The City has entered into numerous
Section 6A Agreements with private developers. Prior to the Closing Date, the City and
Developer agree to enter into a Section 6A Agreement upon the terms and conditions set forth on
Exhibit U and to cooperate in obtaining all other 121A Approvals. Either Party shall have the
right to terminate this Agreement by written notice to the other if all 121A Approvals are not
obtained by the Closing Date and, notwithstanding anything to the contrary, such termination
shall relieve the City, the Developer, the Parent Company and any Affiliates from any further
obligations under this Agreement, except for any payments due pursuant to Section 4.4(b). No
later than the date that is three (3) months following the issuance by the Commission of a
Category 1 license having no material conditions that are unacceptable to Developer (the First
Prepayment Date), Developer shall make a prepayment to the City of Four Million Dollars
($4,000,000); on the twelve (12) month anniversary date of the First Prepayment Date,
Developer shall make a prepayment to the City of Three Million Dollars ($3,000,000); and on
the twenty-four (24) month anniversary date of the First Prepayment Date, Developer shall make
a prepayment to the City of Three Million Dollars ($3,000,000) (collectively, the
Prepayments).
17
EXHIBIT "K"
4.
Other Obligations of Developer

4.1
Community Impact Payments

(a)
The Developer recognizes and acknowledges that the construction and
operation of the Project will cause direct and indirect impacts on the City which
will require that the City and other governmental units of the City provide
continuing mitigation of Community Impacts so that City residents, including the
additional temporary and permanent workforce and the increased number of
expected visitors to the City related to the Project, will receive substantially the
same level of health, safety, welfare and educational services as currently are
provided to City residents and visitors. The Developer also recognizes and
acknowledges that (i) the ultimate responsibility to mitigate Community Impacts
is with the City and other governmental units of the City and therefore the City
and such other governmental units must have the authority to determine the
planning, training of personnel, purchase of equipment and delivery of services
needed to mitigate Community Impacts; and (ii) the identification of and need for
mitigation of Community Impacts may change over time.
(b)
The Developer shall be obligated to make the Community Impact
Payments according to the schedule set forth on Exhibit A, which exhibit is
incorporated by reference as part of this Agreement. In addition, the Parties shall
meet no later than ninety (90) days prior to (i) the fifth anniversary of Operations
Commencement and (ii) every fifth anniversary of such date thereafter throughout
the Term, for the purpose of determining whether the Community Impact
Payments and the timing thereof are adequate, deficient, or excessive, to mitigate
the Community Impacts due either to errors in the estimates of Community
Impacts (including the cost of mitigating Community Impacts) or changed
circumstances relating to the Project, its employees, or its operations. At each
such meeting the City shall identify and present to the Developer a list of and
explanation for such Community Impact Payments, if any, and the Developer
shall have the right to present to the City a list of and explanation for any
overfunding of such Community Impact Payments, and the Parties shall negotiate
in good faith the amount of and timing for Community Impact Payments to be
made by Developer; provided, however, that the Community Impact Payments
shall be increased as a result of such negotiations only if the City can demonstrate
by a study conducted by an independent consulting firm jointly selected and
engaged by the Developer and City (the cost of which study shall be paid fifty
percent (50%) by the City and fifty percent (50%) by Developer) that the
Community Impacts are (1) not caused in substantial part by development
projects independent of the Project or by any changes in the overall funding by
the City of such services through its annual funding and budgeting process; (2)
based upon the additional temporary and permanent workforce and the increased
number of expected visitors to the City related to the Project not receiving
substantially the same level of health, safety, welfare and educational services as
18
EXHIBIT "K"
are provided to City residents and visitors as of the date of this Agreement; and
(3) not based upon categories of services other than police, fire, emergency
medical services and education.
4.2
Community Development Grants

(a)
On the later of the Closing Date or July 1, 2013, Developer shall make a
One Million Dollar ($1,000,000) unrestricted grant to the City. In the event the
Developer is not awarded a Category 1 license by the Commission having no
material conditions that are unacceptable to Developer, the amount of such grant
shall be credited by the City against the purchase price for 29 Howard Street (the
Armory Building) at the closing of such purchase.
(b)
In addition, recognizing the fact that: (i) workforce development requires a
healthy and an educated workforce; and (ii) the Act requires that the Developer
demonstrate how Developer proposes to address community development, the
City Treasurer shall establish a separate fund (the Community Development
Fund) for the purpose of accepting and administering (pursuant to municipal
finance appropriation laws and policies) annual grants from the Developer in the
amount of Two Million Five Hundred Thousand Dollars ($2,500,000), subject to
adjustment as provided in Exhibit F (the Community Development Grant(s)).
The Community Development Grants shall be paid as provided in Exhibit F and
shall be used by the City for the purposes set forth in Exhibit F.
4.3
Additional Commitments
Developer recognizes and acknowledges that the Citys decision to enter into this
Agreement is based, among other things, on Developers commitments as set forth in
Developers responses to the RFQ/P. Such commitments, as modified in the exhibits indicated
below, further the objectives of the Act and are essential criteria upon which the Commission
will make its decision as to whether to issue a Category 1 license to Developer. Accordingly,
Developer agrees to timely perform each of the Additional Commitments, each of which is a
material inducement to the City to enter into this Agreement. The Additional Commitments are
set forth on the following exhibits and are hereby incorporated by reference as a part of this
Agreement:
(a)
Exhibit B
Business Operations and Marketing Obligations
(b)
Exhibit C
Employment, Workforce Development and Opportunities
for Local Businesses Obligations
(c)
Exhibit D
Communities
Obligations to Mitigate Potential Impacts on Surrounding
(d)
Other Obligations of Developer
Exhibit E
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EXHIBIT "K"
4.4
Payment of Development Process Cost Fees

(a)
Blue Tarp shall pay the due and unpaid Development Process Cost Fees
on or before the fifth (5th) Business Day following the execution of this
Agreement by Blue Tarp, and thereafter in accordance with the procedures set
forth in Section 4.4(b). Any such Development Process Cost Fees due the Citys
consultants shall be paid by Blue Tarp directly to such consultants.
(b)
The City shall invoice Blue Tarp from time to time, but no more
frequently than monthly for the Development Process Costs incurred since the
prior monthly invoice. Blue Tarp shall pay such invoiced Development Process
Cost Fees within fifteen (15) Business Days from the date of the invoice, directly
to the third parties with respect to whom the City incurred the Development
Process Cost Fees in accordance with the instructions provided in the invoice.
Such third parties shall be intended third-party beneficiaries of Blue Tarps
obligation to pay Development Process Cost Fees. The City invoice provided by
the City shall include a summary of the charges and such detail as City reasonably
believes is necessary to inform Blue Tarp of the nature of the costs and expenses,
subject to privilege and confidentiality restrictions. At Blue Tarps request, the
City shall consult with Blue Tarp on the necessity for such charges during the five
(5) Business Days period immediately subsequent to Blue Tarps receipt of such
summary. Blue Tarps obligation to pay Development Process Cost Fees incurred
by the City prior to any termination of the Agreement shall survive termination of
the Agreement.
4.5
Radius Restriction
(a)
For purposes of this Section 4.5, Restricted Party means any Person
who directly or indirectly owns any interest in Developer or in any Casino
Manager which is an Affiliate of Parent Company other than any Person who is a
Restricted Party due solely to that Persons ownership of (x) a direct or indirect
interest in a Publicly Traded Corporation or (y) five percent (5%) or less direct or
indirect interest in Developer. Neither Developer, Parent Company, any Casino
Manager which is an Affiliate of Parent Company, Developer or any Restricted
Party, nor any Restricted Party, shall directly or indirectly: (i) manage, operate or
become financially interested in any casino within the Restricted Area other than
the Project; (ii) make application for any franchise, permit or license to manage or
operate any casino within the Restricted Area other than the Project; or
(iii) respond positively to any request for proposal to develop, manage, operate or
become financially interested in any casino within the Restricted Area other than
the Project (all of the previous clauses (i), (ii) and (iii) comprising the Radius
Restriction). Developer shall cause Parent Company, any Casino Manager
which is an Affiliate of Parent Company, Developer or any Restricted Party and
each Restricted Party requested by City, to execute and deliver to City at Closing
20
EXHIBIT "K"
an agreement to abide by the Radius Restriction. The restrictions in this Section

4.5(a) shall not apply to internet based gaming.
(b)
If Parent Company, Developer or any Restricted Party acquires or is
acquired by a Person such that, but for the provisions of this Section 4.5, either
Parent Company, Developer or any Restricted Party or the acquiring Person
would be in violation of the Radius Restriction as of the date of acquisition, then
such party shall have five (5) years in which to comply with the Radius
Restriction.
(c)
It is the desire of the Parties that the provisions of this Section 4.5 be
enforced to the fullest extent permissible under the laws and public policies in
each jurisdiction in which enforcement might be sought. Accordingly, if any
particular portion of this Section 4.5 shall ever be adjudicated as invalid or
unenforceable, or if the application thereof to any party or circumstance shall be
adjudicated to be prohibited by or invalidated by such laws or public policies,
such section or sections shall be (i) deemed amended to delete therefrom such
portions so adjudicated or (ii) modified as determined appropriate by such a court,
such deletions or modifications to apply only with respect to the operation of such
section or sections in the particular jurisdictions so adjudicating on the parties and
under the circumstances as to which so adjudicated.
(d)
The provisions of this Section 4.5 shall survive any termination of this
Agreement, subject to Section 13.26.
(e)
The provisions of this Section 4.5 shall lapse and be of no further force or
effect ten (10) years after the Operations Commencement.
4.6
Statutory Basis for Fees; Default Rate

(a)
Developer recognizes and acknowledges that the Community Impact
Payments and the Development Process Cost Fees (collectively, the Developer
Payments) are: (i) authorized under Section 15(8) of the Act and Massachusetts
General Law Chapter 40, Section 22F; (ii) are being charged to Developer in
exchange for particular governmental services which benefit Developer in a
manner not shared by other members of society; (iii) paid by Developer by choice
in that Developer has voluntarily participated in the RFQ/P process and would not
be obligated to pay such amounts but for such participation; and (iv) paid not to
provide additional revenue to the City but to compensate the City and other
governmental units for providing Developer with the services required to allow
Developer to construct and operate the Project and to mitigate the impact of
Developers activities on the City and its residents.
(b)
All amounts payable by Developer hereunder, including Developer
Payments, shall bear interest at the Default Rate from the due date (but if no due
21
EXHIBIT "K"
date is specified, then fifteen (15) Business Days from demand for payment) until
paid.
4.7
Notice of Agreement
(a)
The Parties agree that the Notice of Agreement shall not in any
circumstance be deemed to modify or to change any of the provisions of this
Agreement.
(b)
The restrictions imposed by and under Sections 4.8, 8.1 and 8.2
(collectively, the Restrictions) will be construed and interpreted by the Parties
as covenants running with the land. Developer agrees for itself, its successors and
assigns to be bound by each of the Restrictions. The City shall have the right to
enforce such Restrictions against Developer, its successors and assigns to or of
the Project or any part thereof or any interest therein.
4.8
Financing
(a)
Developer agrees to deliver to the City for its review, but not approval,
relevant documents relating to each Financing.
(b)
If any interest of Developer shall be transferred by reason of any
foreclosure, trustees deed or any other proceeding for enforcement of the
Mortgage, Mortgagee (or any Nominee of the Mortgagee) shall agree to assume
the obligations of Developer hereunder except as otherwise provided in this
Section 4.8. As used in this Agreement, the word Nominee shall mean a
Person who is designated by Mortgagee to act in place of the Mortgagee solely for
the purpose of holding title to the Project and performing the obligations of
Developer hereunder. Notwithstanding the foregoing, City shall not have the
right to terminate this Agreement as a result of Mortgagee failing to assume the
obligations of Developer hereunder unless Mortgagee or its Nominee fails to do
so within six (6) months following Mortgagees acquisition of the Project; it being
acknowledged that Mortgagee may intend to transfer its interest in the Project to a
Nominee and such Nominee shall assume the applicable obligations of Developer
hereunder.
(c)
In no event may Developer or any Finance Affiliate represent that City is
or in any way may be liable for the obligations of Developer or any Finance
Affiliate in connection with (i) any financing agreement or (ii) any public or
private offering of securities. If Developer or any Finance Affiliate shall at any
time sell or offer to sell any securities issued by Developer or any Finance
Affiliate through the medium of any prospectus or otherwise that relates to the
Project or its operation, Developer shall (i) first submit such offering materials to
City for review with respect to Developers compliance with this Section 4.8 and
(ii) do so only in compliance with all applicable federal and state securities laws,
22
EXHIBIT "K"
and shall clearly disclose to all purchasers and offerees that (y) the City shall not
in any way be deemed to be an issuer or underwriter of such securities, and (z) the
City and its officers, directors, agents, and employees have not assumed and shall
not have any liability arising out of or related to the sale or offer of such
securities, including any liability or responsibility for any financial statements,
projections, forward-looking statements or other information contained in any
prospectus or similar written or oral communication. Developer agrees to
indemnify, defend or hold the City and its respective officers, directors, agents
and employees free and harmless from, any and all liabilities, costs, damages,
claims or expenses arising out of or related to the breach of its obligations under
this Section 4.8.
(d)
Neither entering into this Agreement nor any breach of this Agreement
shall defeat, render invalid, diminish or impair the lien of any mortgage on the
Project or the Project Site made in good faith and for value.
(e)
Provided Developer has provided the City with written notice of the
existence of any Mortgage together with Mortgagees address and a contact party,
simultaneously with the giving to Developer of any notice of default under this
Agreement, City shall give a duplicate copy thereof to any Mortgagee by
registered mail, return receipt requested, and no such notice to Developer shall be
effective unless a copy of the same has been so sent to Mortgagee. Any
Mortgagee shall have the right to cure any default by Developer under this
Agreement within the same period by which Developer is required to effectuate
any such cure plus (a) an additional thirty (30) days for any monetary default
hereunder and (b) an additional ninety (90) days for any non-monetary default
hereunder; provided that any such ninety (90) day period shall be extended to the
extent that the default is of the nature that it cannot reasonably be expected to be
cured within such ninety (90) day period and Mortgagee is diligently prosecuting
such cure to completion or otherwise has commenced action to enforce its rights
and remedies under any Mortgage to recover possession of the Project. In all
cases, City agrees to accept any performance by Mortgagee of any obligations
hereunder as if the same had been performed by Developer, and shall not
terminate the Agreement until the requisite time periods for cure by Mortgagee
have been exhausted pursuant to the terms hereof.
(f)
In the event of a non-monetary default which cannot be cured without
obtaining possession of the Project or that is otherwise personal to Developer and
not susceptible of being cured, the City will not terminate this Agreement without
first giving Mortgagee reasonable time within which to obtain possession of the
Project, including possession by a receiver, or to institute and complete
foreclosure proceedings. Upon acquisition of Developers interest in the Project
and performance by Mortgagee of all covenants and agreements of Developer,
except those which by their nature cannot be performed or cured by any person
23
EXHIBIT "K"
other than the Developer, the Citys right to terminate this Agreement shall be
waived with respect to the matters which have been cured by Mortgagee.
4.9
Closing Deliveries
By the Closing Date, Developer will deliver or cause to be delivered all of the Closing
Deliveries.
4.10
Land Use
Developer and the City agrees to (i) cooperate with each other to rezone the Project Site
to take into account all elements of the Project; and (ii) participate in a district redevelopment
strategic plan to provide an implementation blueprint to stimulate and direct the broader
economic development associated with the Project.
4.11
Health Impact Assessment
Developer agrees to cooperate in the preparation of a health impact assessment to be

conducted by Partners for a Healthier Community, Inc. being funded by the Pew Trusts which
will assess the health impacts of a casino located in the City. City acknowledges that Developer
has no financial responsibility relating to the preparation of a health impact assessment.
4.12
Purchase of Slot Machines
Developer agrees to purchase, whenever possible, domestically manufactured slot

machines for installation in the Casino in accordance with Section 18(15) of the Act.
4.13
State Lottery Matters
Developer agrees to comply with all of the provisions of Section 15(1) of the Act and
rules and regulations of the Commission thereto.
5.
Representations and Warranties

5.1
Representations and Warranties of Developer
As a material inducement to the City to enter into this Agreement, Developer represents
and warrants to City that each of the following statements is true and accurate as of the date of
this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits
referenced herein:
(a)
Developer is duly organized, validly existing and in good standing under
the Governmental Requirements of its jurisdiction. Developer has all requisite
organizational power and authority to own and operate its properties, carry on its
business and enter into and perform its obligations under this Agreement and all
other agreements and undertakings to be entered into by Developer in connection
herewith.
24
EXHIBIT "K"
(b)
Each financial statement, document, report, certificate, written statement
and description delivered by Developer hereunder will be when delivered
complete and correct in all material respects.
(c)
Developers responses to the RFQ/P, at the time delivered to the City, do
not contain a materially untrue statement or omit to state any material fact which
would cause such statement to be materially misleading.
(d)
Developer is not a party to any agreement, document or instrument that
has a Material Adverse Effect on the ability of Developer to carry out its
obligations under this Agreement.
(e)
Developer currently is in compliance with all Governmental
Requirements, its organizational documents and all agreements to which it is a
party. Neither execution of this Agreement nor discharge by Developer of any of
its obligations hereunder shall cause Developer to be in violation of any
Governmental Requirement, its organizational documents or any agreement to
which it is a party.
(f)
This Agreement constitutes, and each of the Guaranty and Keep Well
Agreement and the Transfer Restriction Agreement when duly executed and
delivered by Parent Company will constitute, legal, valid and binding obligations
of Developer and Parent Company, respectively, enforceable in accordance with
their respective terms subject to applicable bankruptcy, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of
creditors rights and subject to general equitable principles which may limit the
right to obtain equitable remedies.
(g)
The Developer owns, or has enforceable rights to obtain good title to all
parcels constituting the Project Site other than (i) City streets for which vacation
is required and (ii) to the extent applicable, the City Parcels, which the Developer
has agreements to purchase subject to City approval. Developer has no
knowledge of any facts or any past, present or threatened occurrence that could
preclude or impair Developers ability to obtain good title to any parcel
constituting part of the Project Site which it does not own as of the date of this
Agreement.
5.2
Representations and Warranties of the City
The City represents and warrants to Developer that each of the following statements is
true and accurate as of the Closing Date:
(a)
The City is a validly existing municipal corporation and has all requisite
power and authority to enter into and perform its obligations under this
Agreement, and all other agreements and undertakings to be entered into by the
City in connection herewith.
25
EXHIBIT "K"
(b)
This Agreement is binding on the City and is enforceable against the City
in accordance with its terms, subject to applicable principles of equity and
insolvency laws.
6.
Covenants
6.1
Affirmative Covenants of Developer
The Developer covenants that throughout the Term, the Developer shall:
(a)
Do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence.
(b)
Do or cause to be done all things necessary to preserve, renew and keep in
full force and effect the rights, licenses, registrations, permits, certifications,
Approvals, consents, franchises, patents, copyrights, trade secrets, trademarks and
trade names that are used in the conduct of its businesses and other activities, and
comply with all Governmental Requirements applicable to the operation of its
business and other activities, in all material respects, whether now in effect or
hereafter enacted.
(c)
Furnish to the City:

(i)
Within the later to occur of: (x) one hundred and five (105) days
after the end of each calendar year of Developer commencing with
the calendar year in which the Operation Commencement occurs
and (y) two (2) Business Days following the date on which
Developer or the Parent Company, directly or through an Affiliate,
files annual financial statements with the Securities and Exchange
Commission (the SEC) covering the Project, balance sheets, and
statements of operations, owners equity and cash flows of the
Developer showing the financial condition and operations of the
Developer as of the close of such year and the results of operations
during such year, all of the foregoing consolidated financial
statements to be audited by a firm of independent certified public
accountants of recognized national standing acceptable to the City
and accompanied by an opinion of such accountants without
material exceptions or qualifications.
(ii)
Within the later to occur of: (x) forty-five (45) days after the end of
each fiscal quarter of Developer commencing with the fiscal
quarter in which the Operation Commencement occurs and (y) two
(2) Business Days following the date on which Developer or the
Parent Company, directly or through an Affiliate, files its quarterly
financial statements with the SEC covering the Project, financial
statements (including balance sheets and statements of cash flow
26
EXHIBIT "K"
and operations) showing the financial condition and results of

operations of the Developer as of the end of each such fiscal
quarter and for the then elapsed portion of the current fiscal year,
accompanied by a certificate of an officer of the Developer that
such financial statements have been prepared in accordance with
GAAP, consistently applied, to the extent applicable.
(iii)
Promptly upon the receipt thereof, but subject to the distribution

limitations and restrictions contained therein, copies of all reports,
if any, submitted to Developer by independent certified public
accountants in connection with each annual, interim or special
audit or review of the financial statements of Developer made by
such accountants, including any comment letter (again, subject to
the distribution limitations and restrictions contained therein)
submitted by such accountants to management in connection with
any annual review.
(iv)
Within five (5) Business Days after submission to the Commission,

accurate and complete copies of reports submitted pursuant to
Sections 21(a)(12), 21(a)(23), 21(a)(24) and 23(a) of the Act.
(v)
On the same date that Developer provides documentation in

compliance with Section 6.1(c)(i) following the first full calendar
year following Operations Commencement, a detailed statistical
report covering those Developers obligations set forth on Exhibit
C which are not covered by reports delivered under Section
6.1(c)(iv) for the prior calendar year.
(vi)
From time to time, such other information regarding the

compliance by Developer with the terms of this Agreement or the
affairs, operations or condition (financial or otherwise) of
Developer or as the City may reasonably request.
(d)
No later than ninety (90) days after the end of each fiscal year of
Developer commencing with the fiscal year in which the Closing Date occurs,
Developer shall deliver to City:
(i)
a detailed report on Developers obligations to comply with its

Additional Commitments in such form as may reasonably be
requested by the City from time to time;
(ii)
a written description of any administrative determination, binding

arbitration decision, or judgment rendered by a court of competent
jurisdiction finding a willful and material violation by Developer
27
EXHIBIT "K"
of any federal, state or local laws governing equal employment

opportunity during such fiscal year; and
(iii)
a statement as to whether Developer is aware of any noncompliance with the radius restrictions set forth in Section 4.5 or
the restrictions on transfer set forth in Article 8.
(e)
Deliver to the City prompt written notice of the following (but in no event
later than five (5) Business Days following the actual knowledge thereof by
Developer):
(i)
The issuance by any Governmental Authority of any injunction,

order, decision, notice of any violation or deficiency, asserting a
material violation of Governmental Requirements applicable to
Developer or the Project, together with copies of all relevant
documentation with respect thereto.
(ii)
The notice, filing or commencement of or any threatened notice,

filing or commencement of, any action, suit or proceeding by or
against Developer whether at law or in equity or by or before any
court or any Governmental Authority and that, (A) if adversely
determined against Developer, could result in injunctive relief or
could result in uninsured net liability in excess of Five Million
Dollars ($5,000,000) in the aggregate (in either case, together with
copies of the pleadings pertaining thereto) or (B) seeks to enjoin or
otherwise prevent the consummation of, or to recover any damages
or obtain relief as a result of, the Agreement, the RFQ/P, the casino
selection process by the City, or the issuance of a Category 1
license to Developer by the Commission.
(iii)
To the knowledge of the Developer, any Default or Event of

Default, specifying the nature and extent thereof and the action (if
any) that is proposed to be taken with respect thereto.
(iv)
Any Transfer under Article 8 specifying the nature thereof and the
action (if any) that is proposed to be taken with respect thereto.
(v)
To the knowledge of the Developer, any development in the

business or affairs of Developer or Parent Company that could
reasonably be expected to have a Material Adverse Effect.
(f)
Maintain financial records in accordance with GAAP, or the equivalent
thereof, and permit an authorized representative designated by City, upon
reasonable notice and at a reasonable time during normal business hours, to visit
and inspect the properties and financial records and to make extracts from such
financial records, all at the Developers reasonable expense, and permit any
28
EXHIBIT "K"
authorized representative designated by the City to discuss the affairs, finances

and conditions of the Developer with any executive officer or other manager or
officer of the Developer as such representative shall reasonably deem appropriate,
and the Developers independent public accountants.
(g)
Make, or cause to be made, annual capital expenditures to the Project
consistent with Section 21(a)(4) of the Act.
6.2
RFA-2 Response
The Developer shall:

(a)
Promptly, completely and accurately submit to the Commission its
completed response to the Commissions RFA-2 (the RFA-2 Response)
together with all other information as the Commission may from time to time
require from Developer in connection with its application for a Category 1
license, make all payments required under the Act to be made by an applicant for
a Category 1 license and use its best efforts to satisfy all criteria necessary to be
issued a Category 1 license by the Commission having no material conditions that
are unacceptable to Developer.
(b)
Deliver a copy of the RFA-2 Response to the City simultaneous with or
immediately following its submission, and reasonably consult with the City in
advance of such submission, as to its content.
(c)
Consult with the City prior to making any formal presentation to the
Commission concerning its RFA-2 Response.
(d)
Prior to the Commission issuing a Category 1 license to Developer, keep
the City informed as to all material contacts and communications between the
Commission and its staff and Developer so as to enable the City to evaluate the
likelihood and timing of the Commission issuing an unconditional Category 1
license to Developer.
6.3
Negative Covenants of Developer
The Developer covenants that throughout the Term, the Developer shall not:
(a)
Upon the occurrence of a Default or an Event of Default, and until such
time that such Default or Event of Default is cured, declare or pay any dividends
or make any other payments or distributions to any Restricted Owners, except for
Permitted Affiliate Payments.
(b)
Enter into any Financing unless the Mortgagee under the Financing having
a right to foreclose on all or part of the Project executes an agreement in form and
29
EXHIBIT "K"
substance satisfactory to the City in the exercise of its reasonable judgment which
is consistent with Section 4.8(b).
(c)
Directly or indirectly through one or more intermediary companies engage
in or permit any Transfer of the Project or any ownership interest therein other
than a permitted Transfer.
6.4
Confidentiality of Deliveries
To the extent that the Act, other laws of the Commonwealth or any other Governmental
Requirements, in the reasonable opinion of City Solicitor, allow confidential treatment of the
items Developer is obligated to furnish to the City under Sections 6.1(c), (d), or (e)(i), (ii), (iv)
and (v) (the Developers 6.1 Items), the City agrees to keep such Developers 6.1 Items
confidential (for so long as they are entitled to confidential treatment) and shall not disclose them
except (i) to such City officials and consultants on a need-to-know basis; and/or (ii) pursuant to
court order. Further, to the extent that Developer requests confidential treatment of any
documentation or information required to be provided to the City under this Agreement, and
such documentation and information may be protected from disclosure by the City under
Applicable Law as reasonably determined by the City Solicitor, the City shall maintain such
documentation and information confidential to the extent permitted by Applicable Law.
7.
Default
7.1
Events of Default
The occurrence of any of the following shall constitute an Event of Default under this
Agreement:
(a)
Subject to Force Majeure, if Developer shall materially default in the
performance of any (i) Governmental Requirement; or (ii) commitment,
agreement, covenant, term or condition (other than those specifically described in
any other subparagraph of this Section 7.1) of this Agreement, and in such event
if Developer shall fail to remedy any such default within thirty (30) days after
receipt of written notice of default with respect thereto; provided, however, that if
any such default is reasonably susceptible of being cured within ninety (90) days,
but cannot with due diligence be cured by the Developer within thirty (30) days,
and if the Developer commences to cure the default within thirty (30) days and
diligently prosecutes the cure to completion, then the Developer shall not during
such period of diligently curing be in default hereunder as long as such default is
completely cured within ninety (90) days of the first notice of such default to
Developer;
(b)
If Developer shall make a general assignment for the benefit of creditors
or shall admit in writing its inability to pay its debts as they become due;
30
EXHIBIT "K"
(c)
If Developer shall file a voluntary petition under any title of the United
States Bankruptcy Code, as amended from time to time, or if such petition is filed
against Developer and an order for relief is entered, or if Developer shall file any
petition or answer seeking, consenting to or acquiescing in any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief
under any present or any future federal bankruptcy code or any other present or
future applicable federal, state or similar statute or law, or shall seek or consent to
or acquiesce to or suffer the appointment of any trustee, receiver, custodian,
assignee, liquidator or similar official of Developer, or of all or any substantial
part of its properties or of the Project or any interest therein of Developer;
(d)
If within ninety (90) days after the commencement of any proceeding
against Developer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the present or any
future federal bankruptcy code or any other present or future applicable federal,
state or similar statute or law, such proceeding shall not have been dismissed; or if
within ninety (90) days after the appointment, without the consent or
acquiescence of Developer of any trustee, receiver, custodian, assignee, liquidator
or other similar official of Developer or of all or any substantial part of its
properties or of the Project or any interest therein of Developer, such appointment
shall have not been vacated or stayed on appeal or otherwise, or if within ninety
(90) days after the expiration of any such stay, such appointment shall not have
been vacated;
(e)
If any material representation or warranty made by Developer hereunder
shall prove to have been false or misleading in any material respect as of the time
made or furnished;
(f)
If a default shall occur, which has not been cured within any applicable
cure period, under, or if there is any attempted withdrawal, disaffirmance,
cancellation, repudiation, disclaimer of liability or contest of obligations (other
than a contest as to performance of such obligations) of, the Guaranty and Keep
Well Agreement, any Transfer Restriction Agreement or any Radius Restriction
Agreement;
(g)
If Developer fails to maintain in full force and effect policies of insurance
meeting the requirements of Article 9 and in such event Developer fails to remedy
such default within five (5) Business Days after Developers receipt of written
notice of default with respect thereto from City;
(h)
If the construction of the Project (inclusive of offsite activities) at any time
is discontinued or suspended for a period of ninety (90) consecutive calendar
days, subject to Force Majeure, and is not restarted prior to Developers receipt of
written notice of default hereunder;
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EXHIBIT "K"
(i)
Subject to an event of Force Majeure, if Operations Commencement does
not occur by the Operations Commencement Date;
(j)
If Developer fails to make any Developer Payments or any other payments
required to be made by Developer hereunder as and when due, and fails to make
any such payment within ten (10) days after receiving written notice of default
from the City.
7.2
Remedies
(a)
Upon an Event of Default, the City shall have the right if it so elects to:
(i) exercise any and all remedies available at law or in equity; (ii) terminate this
Agreement; (iii) receive liquidated damages under the circumstances set forth in
Section 7.4; and/or (iv) institute and prosecute proceedings to enforce in whole or
in part the specific performance of this Agreement by Developer, and/or to enjoin
or restrain Developer from commencing or continuing said breach, and/or to
cause by injunction Developer to correct and cure said breach or threatened
breach, and otherwise, none of the remedies enumerated herein are exclusive,
except the Citys rights to receive liquidated damages under such circumstances
in Section 7.4, which shall be the exclusive remedy under such circumstances,
and nothing herein shall be construed as prohibiting the City from pursuing any
other remedies at law, in equity or otherwise available to it under the Agreement.
(b)
Except as expressly stated otherwise, the rights and remedies of the City
whether provided by law or by this Agreement, shall be cumulative, except as set
forth in Section 7.4, and the exercise by the City of any one or more of such
remedies shall not preclude the exercise by it, at the same or different times, of
any other such remedies for the same default or breach, to the extent permitted by
law. No waiver made by the City shall apply to obligations beyond those
expressly waived in writing.
7.3
Termination
Except for the provisions that by their terms survive, in all cases subject to Section 13.26,
this Agreement shall terminate immediately upon the occurrence of any of the following, or as
otherwise provided in this Agreement:
(a)
Developer fails to satisfy the conditions precedent as set forth in Section
2.3 on or before the Closing Date;
(b)
Developer has been found not qualified by the Commission to proceed to
the RFA-2 phase of the selection process;
(c)
Developer fails to receive an affirmative vote of the Citys voters in the
Election unless following such failure the Developer submits a new request to the
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EXHIBIT "K"
City for a ballot question and the City signs an agreement with the Developer in
accordance with Section 15(13) of the Act;
(d)
A Category 1 license for Region B (as that term is defined in the Act) is
issued to someone other than Developer or any of the Developers Affiliates;
(e)
Developers Category 1 license (i) is revoked by a final, non-appealable
order; (ii) expires and is not renewed by the Commission and Developer has
exhausted any rights it may have to appeal such expiration or non-renewal; or (iii)
imposes conditions which are not satisfied within the time periods specified
therein, subject to any cure periods or extension rights.
These termination events are in addition to any other rights the City or Developer may
have to terminate this Agreement whether specified herein or otherwise available to the City or
Developer under law.
7.4
Liquidated Damages
The City and Developer covenant and agree that because of the difficulty and/or
impossibility of determining the Citys damages upon the: (i) occurrence of an Event of Default
pursuant to Section 7.1(i); or (ii) suspension of Developers Category 1 license, by way of
detriment to the public benefit and welfare of the City through lost employment opportunities,
lost tourism, degradation of the economic health of the City and loss of revenue, both directly
and indirectly, Developer shall pay to the City, during the Damage Period, as hereinafter defined,
and the City shall accept as an exclusive remedy, as liquidated damages and as a reasonable
forecast of such potential damages, and not as penalties, as follows: (i) upon the occurrence of an
Event of Default pursuant to Section 7.1(i), the sum of Sixty-Four Thousand Three Hundred
Ninety Three and 28/100 Dollars ($64,393.28) per calendar day shall be paid to the City, and (ii)
in the case of suspension of Developers Category 1 license, the sum of Seven Thousand One
Hundred and 00/100 Dollars ($7,100.00) per calendar day shall be paid to the City. Developer
agrees to waive any and all affirmative defenses that the amount of liquidated damages provided
herein constitutes a penalty. For purposes of this Section 7.4, the Damage Period shall
commence on the date the City delivers written notice to Developer of its election to receive
liquidated damages pursuant to Section 7.4 and shall continue until the date that such default is
cured or the date such suspension expires. In the event the City reasonably anticipates that the
Damage Period shall extend beyond ninety (90) days, the City shall take reasonable steps to
mitigate the Citys costs of providing services included in Direct Community Impacts, in order to
achieve a savings in such costs, and shall credit any such cost savings against the foregoing
liquidated damages. The foregoing limitation on the Citys remedies shall in no way limit or
diminish the Citys rights or remedies under the Guaranty and Keep Well Agreement or require
that the City first pursue its rights against Parent Company under that agreement; provided,
however that to the extent the City receives monetary damages as a result of its enforcement of
such other remedies, which shall not exceed the amount of liquidated damages which would
otherwise be payable hereunder, the City agrees that Developer shall be entitled to a credit for
the amount of any liquidated damages assessed or paid pursuant to this Section 7.4. No
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EXHIBIT "K"
liquidated damages under Section 7.4 shall be payable following the expiration of the
Developers Category 1 license at the end of the original Fifteen (15) year term, or in the event
of any renewal thereafter, following the expiration of any such renewal.
8.
Transfers
8.1
Transfer of Agreement
Developer shall not, whether by operation of law or otherwise, Transfer this Agreement
or the Project without the prior written consent of the City; provided, however, upon prior notice
to the City, Developer may transfer its interest in the Project, in whole or in part, to any Affiliate,
as long as such Affiliate is owned, directly or indirectly by Parent Company, without the consent
of City.
8.2
Transfer of Ownership Interest

(a)
For purposes of this Section 8.2, Restricted Owner means (i)
Developer and (ii) any Person who has a direct or indirect interest in Developer
through one (1) or more intermediary entities other than any Person who would be
a Restricted Owner due solely to that Persons ownership of (x) a direct or
indirect interest in a Publicly Traded Corporation or (y) less than a five percent
(5%) direct or indirect interest in Developer. The covenants that Developer is to
perform under this Agreement for the Citys benefit are personal in nature. The
City is relying upon Developer, the Parent Company and its controlled Affiliates
and all other Restricted Owners in the exercise of their respective skill, judgment,
reputation and discretion with respect to the Project. Any Transfer by a Restricted
Owner of (x) any direct ownership interest in Developer; or (y) any ownership
interest in any Restricted Owner, other than a Transfer of any ownership interest
in Parent Company, shall require the prior written consent of the City.
(b)
Nothing contained in this Article 8 shall prevent a Transfer of an
ownership interest in a Restricted Owner by: (i) Parent Company to an entity
which has succeeded to all or a substantial portion of the assets, or all or a
substantial portion of the common stock, of Parent Company; (ii) any Person to
(1) that Persons spouse, child or parent (Family Members); (2) an entity
whose beneficial owners consist solely of such transferor and/or the Family
Members of the transferor; or (3) the beneficial owners of the transferor if the
transferor is an entity; (iii) a Restricted Owner to another Restricted Owner, or to
an Affiliate of Parent Company, so long as, in each case, Parent Company
maintains Control of Developer; (iv) Parent Company to any Affiliate of Parent
Company so long as such Affiliate is owned, directly or indirectly, by Parent
Company. In addition, nothing contained in this Article 8 shall prevent a pledge
by a Restricted Owner of its direct or indirect interest in Developer to an
institutional lender, or the exercise of any rights by such lender pursuant to such
pledge, provided that the form of pledge agreement is reasonably satisfactory to
34
EXHIBIT "K"
the City, or (v) pledge by parent Company of its direct or indirect interest in
Developer to an institutional lender, provided that the form of pledge agreement is
reasonably satisfactory to the City.
(c)
All transferees shall hold their interests subject to the restrictions of this
Article 8.
(d)
Developer shall notify the City as promptly as practicable upon Developer
becoming aware of any Transfer.
(e)
Developer agrees to cause each Restricted Owner, other than a Publicly
Traded Corporation, to (1) place a legend on its ownership certificate, if any, or
include in its organizational documents, a transfer restriction provision
substantially similar to the transfer restriction set forth in this Article 8 and (2)
either enforce such provision or acknowledge that the City is a third-party
beneficiary of such provision and may enforce such provision in its own name.
For the avoidance of doubt, nothing in this Article 8 shall prevent or restrict the
Transfer of ownership interest in a Publicly Traded Corporation.
9.
Insurance
9.1
Maintain Insurance
Developer shall maintain in full force and effect the types and amounts of insurance as
set forth on Exhibit O.
9.2
Form of Insurance and Insurers
Whenever, under the terms of this Agreement, Developer is required to maintain

insurance, the City shall be named as an additional insured in all such insurance policies to the
extent of its insurable interest. All policies of insurance provided for in this Agreement shall be
effected under valid and enforceable policies, in commercially reasonable form issued by
responsible insurers which are authorized to transact business in the Commonwealth, having a
financial strength rating by A.M. Best Company, Inc. of not less than A- or its equivalent from
another recognized rating agency. Thereafter, as promptly as practicable prior to the expiration
of each such policy, Developer shall deliver to the City an Accord certificate, together with proof
reasonably satisfactory to the City that the full premiums have been paid or provided for at least
the renewal term of such policies and as promptly as practicable, a copy of each renewal policy.
9.3
Insurance Notice
Each such policy of insurance to be provided hereunder shall contain, to the extent
obtainable on a commercially reasonable basis, an agreement by the insurer that such policy shall
not be canceled or modified without at least thirty (30) days prior written notice by registered
mail, return receipt requested, to the City.
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EXHIBIT "K"
9.4
Keep in Good Standing
Developer shall observe and comply with the requirements of all policies of public
liability, fire and other policies of insurance at any time in force with respect to the Project and
Developer shall so perform and satisfy the requirements of the companies writing such policies.
9.5
Blanket Policies
Any insurance provided for in this Article 9 may be provided by blanket and/or umbrella
policies issued to Developer covering the Project and other properties owned or leased by
Developer; provided, however, that the amount of the total insurance allocated to the Project
shall be such as to furnish in protection the equivalent of separate policies in the amounts herein
required without possibility of reduction or coinsurance by reason of, or damage to, any other
premises covered therein, and provided further that in all other respects, any such policy or
policies shall comply with the other specific insurance provisions set forth herein and Developer
shall make such policy or policies or a copy thereof available for review by the City at the
Project.
10.
Damage and Destruction

10.1
Damage or Destruction
In the event of damage to or destruction of improvements at the Project or any part

thereof by fire, casualty or otherwise, Developer, at its sole expense and whether or not the
insurance proceeds, if any, shall be sufficient therefor, shall promptly repair, restore, replace and
rebuild (collectively, Restore) the improvements, as nearly as possible to the same condition
that existed prior to such damage or destruction using materials of an equal or superior quality to
those existing in the improvements prior to such casualty. All work required to be performed in
connection with such restoration and repair is hereinafter called the Restoration. Developer
shall obtain a permanent certificate of occupancy as soon as practicable after the completion of
such Restoration. If neither Developer nor any Mortgagee shall commence the Restoration of
the improvements or the portion thereof damaged or destroyed promptly following such damage
or destruction and adjustment of its insurance proceeds, or, having so commenced such
Restoration, shall fail to proceed to complete the same with reasonable diligence in accordance
with the terms of this Agreement, the City may, but shall have no obligation to, complete such
Restoration at Developers expense. Upon the Citys election to so complete the Restoration,
Developer immediately shall permit the City to utilize all insurance proceeds which shall have
been received by Developer, minus those amounts, if any, which Developer shall have applied to
the Restoration, and if such sums are insufficient to complete the Restoration, Developer, on
demand, shall pay the deficiency to the City. Each Restoration shall be done subject to the
provisions of this Agreement. Notwithstanding the foregoing the obligation to proceed with
Restoration shall be conditioned on the existence of a remaining term of the Category 1 license
issued by the Commission of not less than five (5) years as of anticipated date of completion of
the Restoration.
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EXHIBIT "K"
10.2
Use of Insurance Proceeds

(a)
Subject to the conditions set forth below, all proceeds of casualty
insurance on the improvements shall be made available to pay for the cost of
Restoration if any part of the improvements are damaged or destroyed in whole or
in part by fire or other casualty.
(b)
Promptly following any damage or destruction to the improvements by
fire, casualty or otherwise, Developer shall:
(i)
give written notice of such damage or destruction to the City and

each Mortgagee; and
(ii)
deliver a written notice of Developers intent to complete the

Restoration in a reasonable amount of time plus periods of time as
performance by Developer is prevented by Force Majeure events
(other than financial inability) after occurrence of the fire or
casualty.
(c)
Developer agrees to provide monthly written updates to the City
summarizing the progress of any Restoration, including but not limited,
anticipated dates for the opening of the damaged areas to the public, to the extent
applicable.
(d)
Developer shall have no notification requirements to the City for any
Restoration having a value less than One Hundred Million Dollars ($100,000,000)
in the aggregate.
10.3
No Termination
Except as and to the extent provided in the last sentence of Section 10.1 and the last
sentence of Section 10.4, no destruction of or damage to the Project, or any portion thereof or
property therein by fire, flood or other casualty, whether such damage or destruction be partial or
total, shall permit Developer to terminate this Agreement or relieve Developer from its
obligations hereunder.
10.4
Condemnation
If a Major Condemnation occurs, this Agreement shall terminate, and no Party shall have
any claims, rights, obligations, or liabilities towards any other Party arising after termination,
other than as provided for herein. If a Minor Condemnation occurs or the use or occupancy of the
Project or any part thereof is temporarily requisitioned by a civil or military governmental
authority, then (a) this Agreement shall continue in full force and effect; (b) Developer shall
promptly perform all Restoration required in order to repair any physical damage to the Project
caused by the Condemnation, and to restore the Project, to the extent reasonably practicable, to
its condition immediately before the Condemnation. If a Minor Condemnation occurs, any
37
EXHIBIT "K"
Proceeds in excess of Forty Million Dollars ($40,000,000) will be and are hereby, to the extent
permitted by applicable law and agreed to by the condemnor, assigned to and shall be withdrawn
and paid into an escrow account to be created by an escrow agent (the Escrow Agent) selected
by (i) the first Mortgagee if the Project is encumbered by a first Mortgage; or (ii) Developer and
the City in the event there is no first Mortgagee, within ten (10) days of when the Proceeds are to
be made available. If Developer or the City for whatever reason cannot or will not participate in
the selection of the Escrow Agent, then the other party shall select the Escrow Agent. Nothing
herein shall prohibit the first Mortgagee from acting as the Escrow Agent. This transfer of the
Proceeds, to the extent permitted by applicable law and agreed to by the condemnor, shall be
self-operative and shall occur automatically upon the availability of the Proceeds from the
Condemnation and such Proceeds shall be payable into the escrow account on the naming of the
Escrow Agent to be applied as provided in this Section 10.4. If the City or Developer are unable
to agree on the selection of an Escrow Agent, either the City or Developer may apply to the
Superior Court Department of the Trial Court of the Commonwealth sitting in the Hampden
County Hall of Justice in the City for the appointment of a local bank having a capital surplus in
excess of Two Hundred Million Dollars ($200,000,000) as the Escrow Agent. The Escrow
Agent shall deposit the Proceeds in an interest-bearing escrow account and any after tax interest
earned thereon shall be added to the Proceeds. The Escrow Agent shall disburse funds from the
Escrow Account to pay the cost of the Restoration in accordance with the procedure described in
Section 10.2(b), (c) and (d). If the cost of the Restoration exceeds the total amount of the
Proceeds, Developer shall be responsible for paying the excess cost. If the Proceeds exceed the
cost of the Restoration, the Escrow Agent shall distribute the excess Proceeds, subject to the
rights of the Mortgagees. Nothing contained in this Section 10.4 shall impair or abrogate any
rights of Developer against the condemning authority in connection with any Condemnation. All
fees and expenses of the Escrow Agent shall be paid by Developer. Notwithstanding the
foregoing the obligation to proceed with Restoration shall be conditioned on the existence of a
remaining term of the Category 1 license issued by the Commission of not less than five (5)
years.
11.
Indemnification
11.1
Indemnification by Developer
(a)
Developer shall defend, indemnify and hold harmless the City and each of
its officers, agents, employees, contractors, subcontractors, attorneys and
consultants (collectively the Indemnitees and individually an Indemnitee)
from and against any and all liabilities, losses, damages, costs, expenses, claims,
obligations, penalties and causes of action (including reasonable fees and
expenses for attorneys, paralegals, expert witnesses, environmental consultants
and other consultants at the prevailing market rate for such services) whether
based upon negligence, strict liability, statutory liability, absolute liability,
product liability, common law, misrepresentation, contract, implied or express
warranty or any other principle of law, and whether or not arising from third party
claims, that are imposed upon, incurred by or asserted against Indemnitees or
which Indemnitees may suffer or be required to pay and which arise out of or
38
EXHIBIT "K"
relate in any manner to any of the following: (1) Developers development,

construction, ownership, possession, use, condition or occupancy of the Project or
any part thereof; (2) Developers operation or management of the Project or any
part thereof; (3) the performance of any labor or services or the furnishing of any
material for or at the Project or any part thereof by or on behalf of Developer or
enforcement of any liens with respect thereto; (4) any personal injury, death or
property damage suffered or alleged to have been suffered by Developer
(including Developers employees, agents or servants), or any third person as a
result of any action or inaction of Developer; (5) any work or things whatsoever
done in, or at the Project or any portion thereof, or off-site pursuant to the terms
of this Agreement by or on behalf of Developer; (6) the condition of any building,
facilities or improvements at the Project or any non-public street, curb or sidewalk
at the Project, or any vaults, tunnels, malls, passageways or space therein; (7) any
breach or default on the part of Developer for the payment, performance or
observance of any of its obligations under all agreements entered into by
Developer or any of its Affiliates relating to the performance of services or
supplying of materials to the Project or any part thereof; (8) any act, omission or
negligence of any tenant, or any of their respective agents, contractors, servants,
employees, licensees or other tenants at the Project; (9) any failure of Developer
to comply with all Governmental Requirements; (10) Developers acts or
omissions with respect to the RFQ/P and/or the casino selection process
conducted by the City; (11) any breach of any warranty or the inaccuracy of any
representation made by Developer contained or referred to in this agreement or in
any certificate or other writing delivered by or on behalf of Developer pursuant to
the terms of this Agreement; and (12) the environmental condition of any property
(including the presence of any hazardous or regulated substance in, on, under or
adjacent to such property) on which the Project is located; (13) the release of any
hazardous or regulated substance to the environment arising or resulting from any
work or things whatsoever done in or at the Project or any portion thereof, or offsite pursuant to the terms of this agreement by or on behalf of Developer; (14) the
operation or use of the Project, whether or not intended, in violation of any law
addressing the protection of the environment or the projection of public health;
and (15) any breach or failure by Developer to perform any of its covenants or
obligations under this Agreement. In case any action or proceeding shall be
brought against any Indemnitee based upon any claim in respect of which
Developer has agreed to indemnify any Indemnitee, Developer will upon notice
from Indemnitee defend such action or proceeding on behalf of any Indemnitee at
Developers sole cost and expense and will keep Indemnitee fully informed of all
developments and proceedings in connection therewith and will furnish
Indemnitee with copies of all papers served or filed therein, irrespective of by
whom served or filed. Developer shall defend such action with legal counsel it
selects provided that such legal counsel is reasonably satisfactory to Indemnitee.
Such legal counsel shall not be deemed reasonably satisfactory to Indemnitee if
legal counsel has: (i) a legally cognizable conflict of interest with respect to the
39
EXHIBIT "K"
City; (ii) within the five (5) years immediately preceding such selection
performed legal work for the City which in its respective reasonable judgment
was inadequate; or (iii) frequently represented parties opposing the City in prior
litigation. Each Indemnitee shall have the right, but not the obligation, at its own
cost, to be represented in any such action by legal counsel of its own choosing.
(b)
Notwithstanding anything to the contrary contained in Section 11.1(a),
Developer shall not indemnify and shall have no responsibility to any Indemnitee
for any matter to the extent caused by any gross negligence or willful misconduct
of such Indemnitee.
12.
Force Majeure
12.1
Definition of Force Majeure
An event of Force Majeure shall mean the following events or circumstances, to the
extent that they delay or otherwise adversely affect the performance beyond the reasonable
control of Developer, or its agents and contractors, of their duties and obligations under this
Agreement:
(a)
Strikes, lockouts, labor disputes, disputes arising from a failure to enter
into a union or collective bargaining agreement, inability to procure materials
attributable to market-wide shortages, failure of utilities, labor shortages or
explosions;
(b)
Acts of God, tornadoes, hurricanes, floods, sinkholes, fires and other
casualties, landslides, earthquakes, epidemics, quarantine, pestilence, and/or
abnormal inclement weather;
(c)
Acts of a public enemy, acts of war, terrorism, effects of nuclear radiation,
blockades, insurrections, riots, civil disturbances, or national or international
calamities;
(d)
Concealed and unknown conditions of an unusual nature that are
encountered below ground or in an existing structure;
(e)
Any temporary restraining order, preliminary injunction or permanent
injunction, or mandamus or similar order, or any litigation or administrative delay
which impedes the ability of Developer to complete the Project, unless based in
whole or in part on the actions or failure to act of Developer; or
(f)
The failure by, or unreasonable delay of, the City or Commonwealth or
other Governmental Authority to issue any permits or Approvals necessary for
Developer to develop, construct, open or operate the Project unless such failure or
delay is based materially in whole or in part on the actions or failure to act of
Developer, or its agents and contractors.
40
EXHIBIT "K"
(g)
Any impacts to major modes of transportation to the Project Site, whether
private or public, which adversely and materially impact access to the Project
Site, including but not limited to, sustained and material closure of airports or
sustained and material closure of highways servicing the Project Site.
12.2
Notice
Developer shall promptly notify the City in writing of the occurrence of an event of Force
Majeure, of which it has knowledge, describe in reasonable detail the nature of the event and
provide a good faith estimate of the duration of any delay expected in Developers performance
obligations.
12.3
Excuse of Performance
Notwithstanding any other provision of this Agreement to the contrary, Developer shall
be entitled to an adjustment in the time for or excuse of the performance of any duty or
obligation of Developer under this Agreement for Force Majeure events, but only for the number
of days due to and/or resulting as a consequence of such causes and only to the extent that such
occurrences actually prevent or delay the performance of such duty or obligation or cause such
performance to be commercially unreasonable.
13.
Miscellaneous
13.1
Notices
Notices shall be given as follows:

(a)
Any notice, demand or other communication which any Party may desire
or may be required to give to any other Party shall be in writing delivered by (i)
hand-delivery, (ii) a nationally recognized overnight courier, or (iii) U.S. mail
(but excluding electronic mail, i.e., e-mail) addressed to a Party at its address
set forth below, or to such other address as the Party to receive such notice may
have designated to all other Parties by notice in accordance herewith:
If to City:
Mayor
City of Springfield
36 Court Street, Room 210
with copies to:
City Solicitor
City of Springfield
36 Court Street
and
Chief Development Officer
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EXHIBIT "K"
Springfield Redevelopment Authority

70 Tapley Street
If to Developer:
Bill Hornbuckle,
Blue Tarp reDevelopment, LLC
c/o MGM Resorts International
3600 Las Vegas Boulevard South
Las Vegas, NV 89109
with copies to:
Frank Fitzgerald, Esq.

Fitzgerald Attorneys At Law
46 Center Square
East Longmeadow, MA 01028
and
John McManus
Executive Vice President and General Counsel
MGM Resorts International
3600 S Las Vegas Blvd
Las Vegas, NV 89109
Any such notice, demand or communication shall be deemed delivered and effective upon actual
delivery.
13.2
Non-Action or Failure to Observe Provisions of this Agreement
The failure of the City or Developer to promptly insist upon strict performance of any
term, covenant, condition or provision of this Agreement, or any exhibit hereto, or any other
agreement contemplated hereby, shall not be deemed a waiver of any right or remedy that the
City or Developer may have, and shall not be deemed a waiver of a subsequent default or
nonperformance of such term, covenant, condition or provision.
13.3
Applicable Law and Construction
The laws of the Commonwealth shall govern the validity, performance and enforcement
of this Agreement. This Agreement has been negotiated by the City and Developer, and the
Agreement, including the exhibits and schedules attached hereto, shall not be deemed to have
been negotiated and prepared by the City or Developer, but by each of them.
13.4
Submission to Jurisdiction; Service of Process
Except as and to the extent provided in Section 13.14:

(a)
The Parties expressly agree that the sole and exclusive place, status and
forum of this Agreement shall be the City, Hampden County, Massachusetts. All
42
EXHIBIT "K"
actions and legal proceedings which in any way relate to this Agreement shall be
solely and exclusively brought, heard, conducted, prosecuted, tried and
determined within the City, Hampden County, Massachusetts. It is the express
intention of the Parties that the exclusive venue of all legal actions and procedures
of any nature whatsoever which relate in any way to this Agreement shall be
either the Superior Court Department of the Trial Court of the Commonwealth
sitting in the Hampden County Hall of Justice in the City, or the United States
District Court sitting in the City (the Court).
(b)
If at any time during the Term, Developer is not a resident of the
Commonwealth or has no officer, director, employee, or agent thereof available
for service of process as a resident of the Commonwealth, or if any permitted
assignee thereof shall be a foreign corporation, partnership or other entity or shall
have no officer, director, employee, or agent available for service of process in the
Commonwealth, Developer or its assignee hereby designates the Secretary of the
Commonwealth, as its agent for the service of process in any court action between
it and the City or arising out of or relating to this Agreement and such service
shall be made as provided by the laws of the Commonwealth for service upon a
non-resident.
13.5
Complete Agreement
This Agreement, and all the documents and agreements described or referred to herein,
including the exhibits and schedules attached hereto, constitute the full and complete agreement
between the Parties with respect to the subject matter hereof, and supersedes and controls in its
entirety over any and all prior agreements, understandings, representations and statements
whether written or oral by each of the Parties, other than the Releases.
13.6
Holidays
It is hereby agreed and declared that whenever a notice or performance under the terms of
this Agreement is to be made or given on a day other than a Business Day, it shall be postponed
to the next following Business Day.
13.7
Exhibits
Each exhibit referred to and attached to this Agreement is an essential part of this
Agreement.
13.8
No Joint Venture
The City on the one hand and Developer on the other, agree that nothing contained in this
Agreement or any other documents executed in connection herewith is intended or shall be
construed to establish the City and Developer as joint venturers or partners.
13.9
City Approvals
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EXHIBIT "K"
The City acknowledges that it has reviewed Developers construction schedule

(Developers Construction Schedule), submitted as part of its RFQ/P Phase II response, and
that it believes that the Developers assumptions related to City permitting, licensing and
regulatory approvals are generally reasonable. Notwithstanding any other provisions of this
Agreement, the City agrees, to the fullest extent permitted by Applicable Law, to process
Developers (or its consultants and subconsultants, and contractors and subcontractors, on
Developers behalf) permitting, licensing and regulatory approvals, and any other Approvals
over which the City has control, in a manner consistent with the Developers Construction
Schedule, as long as Developer has submitted complete supporting documentation (including
payment of all applicable fees) and such approval is consistent with the Concept Design
Documents and the Project Description and applicable laws. Further, the City agrees to the
fullest extent permitted by Applicable Law, upon request by Developer (or its consultants and
subconsultants, and contractors and subcontractors on Developers behalf) to process
Developers permitting, licensing and regulatory approvals, and any other Approvals over with
the City has control, on an expedited basis, as long as Developer has submitted complete
supporting documentation (including payment of all applicable fees for expedited service) and
such approval is consistent with the Concept Design Documents and the Project Description.
13.10 Unlawful Provisions Deemed Stricken
If this Agreement contains any unlawful provisions not an essential part of this
Agreement and which shall not appear to have a controlling or material inducement to the
making thereof, such provisions shall be deemed of no effect and shall be deemed stricken from
this Agreement without affecting the binding force of the remainder. In the event any provision
of this Agreement is capable of more than one interpretation, one which would render the
provision invalid and one which would render the provision valid, the provision shall be
interpreted so as to render it valid.
13.11 No Liability for Approvals and Inspections
No approval to be made by the City under this Agreement or any inspection of the Work
by the City shall render the City liable for failure to discover any defects or non-conformance
with this Agreement, or a violation of or noncompliance with any federal, Commonwealth or
local statute, regulation, ordinance or code.
13.12 Time of the Essence
All times, wherever specified herein for the performance by Developer of its obligations
hereunder, are of the essence of this Agreement.
44
EXHIBIT "K"
13.13 Captions
The captions of this Agreement are for convenience of reference only and in no way
define, limit or describe the scope or intent of this Agreement or in any way affect this
Agreement.
13.14 Arbitration
(a)
The Parties agree that any dispute, claim, or controversy arising under
Sections 4.1(b); 4.5; or 12.1; the determination of Gross Revenue, and/or such
other matters hereunder as the Parties may mutually determine (individually or
collectively, a Limited Arbitrable Dispute) shall be resolved through
arbitration as provided in this Section 13.14.
(b)
Either Party shall give the other Party written notice of any Limited
Arbitrable Dispute (Dispute Notice) which Dispute Notice shall set forth the
amount of loss, damage, and cost of expense claimed, if any, or the position of the
Party with respect to the Limited Arbitrable Dispute.
(c)
Within ten (10) Business Days of the Dispute Notice, the Parties shall
meet to negotiate in good faith to resolve the Limited Arbitrable Dispute. No
time bar defenses shall be available based upon the passage of time during any
negotiation called for by this Section.
(d)
In the event the Limited Arbitrable Dispute is unresolved within thirty
(30) days of the Dispute Notice by good faith negotiations, the Dispute shall be
arbitrated upon the filing by either Party of a written demand, with notice to the
other Party, to the Judicial Arbitration and Mediation Service (JAMS) (to the
extent such rules are not inconsistent as provided for herein) in the City before a
single arbitrator to be selected under the JAMS selection process. Arbitration of
the Limited Arbitrable Dispute shall be governed by the then current Commercial
Arbitration Rules of JAMS. Within ten (10) days after receipt of written notice of
the Limited Arbitrable Dispute being brought to the arbitrator, each Party shall
submit to the arbitrator a best and final settlement offer with respect to each issue
submitted to the arbitrator and an accompanying statement of position containing
supporting facts, documentation and data. Upon such Limited Arbitrable Dispute
being submitted to the arbitrator for resolution, the arbitrator shall assume
exclusive jurisdiction over the Limited Arbitrable Dispute, and shall utilize such
consultants or experts as he shall deem appropriate under the circumstances to
assist in the resolution of the Limited Arbitrable Dispute, and will be required to
make a final binding determination with a reasoned opinion, not subject to appeal,
within forty-five (45) days of the date of submission. Nothing herein shall
prevent either Party to seek injunctive relief in Court to maintain the status quo in
furtherance of arbitration.
45
EXHIBIT "K"
(e)
For each issue decided by the arbitrator, the arbitrator shall award the
reasonable expenses of the proceeding, including reasonable attorneys' fees, to the
prevailing Party with respect to such issue. The arbitrator in arriving at his
decision shall consider the pertinent facts and circumstances as presented in
evidence and be guided by the terms and provisions of this Agreement and
applicable law, and shall apply the terms of this Agreement without adding to,
modifying or changing the terms in any respect, and shall apply the laws of the
Commonwealth to the extent such application is not inconsistent with this
Agreement.
(f)
Any arbitration award may be entered as a judgment in the Court. A
printed transcript of any such arbitration proceeding shall be kept and each of the
Parties shall have the right to request a copy of such transcript, at its sole cost.
(g)
The Parties agree that, in addition to monetary relief, the arbitrator may
make an award of equitable relief including a temporary, preliminary or
permanent injunction and the Parties further agree that the arbitrator is
empowered to enforce any of the provisions of this Agreement.
13.15 Amendments
(a)
This Agreement may not be modified or amended except by a written
instrument signed by the Parties.
(b)
The Parties acknowledge that the Commission may, subsequent to the date
of this Agreement, promulgate regulations under or issue interpretations of or
policies or evaluation criteria concerning the Act which regulations,
interpretations, policies or criteria may conflict with, or may not have been
contemplated by, the express terms of this Agreement. In addition, the Parties
acknowledge that environmental permits and approvals may necessitate changes
to this Agreement. In such event, the Parties agree to negotiate in good faith any
amendment to this Agreement necessary to comply with the foregoing two
sentences, whether such changes increase or decrease either of the Parties
respective rights or obligations hereunder. The City acknowledges that to the
extent it has listed any obligations under this Agreement which are based on a
requirement of the Act, whether such requirement is specifically cross-referenced,
to the extent that the Act is amended to relieve such obligation, the City agrees,
such to such good faith negotiations between the Parties, that it is the intent of this
Agreement that Developer enjoy the benefit of any such revised requirements.
(c)
The Parties acknowledge that the provisions of Section 4.1 may require
that this Agreement be amended.
46
EXHIBIT "K"
13.16 Compliance
Any provision that permits or requires a Party to take action shall be deemed to permit or
require, as the case may be, the Party to cause the action to be taken.
13.17 Table of Contents
The table of contents is for the purpose of convenience only and is not to be deemed or
construed in any way as part of this Agreement or as supplemental thereto or amendatory
thereof.
13.18 Number and Gender
All terms used in this Agreement, regardless of the number or gender in which they are
used, shall be deemed to include any other number and any gender as the context may require.
13.19 Third Party Beneficiary
Except as expressly provided in Sections 4.4(b), 2.3(viii) and 11.1, there shall be no third
party beneficiaries with respect to this Agreement.
13.20 Cost of Investigation
If as a result of the Agreement, the City or any of their directors or officers, the Mayor, or
any City Council members, or any employee, agent, or representative of the City is required to
be licensed or approved by the Commission, reasonable costs of such licensing, approval or
investigation shall be paid by Developer within five (5) Business Days following receipt of a
written request from the City.
13.21
Further Assurances
The City and Developer will cooperate and work together in good faith to the extent
reasonably necessary and commercially reasonable to accomplish the mutual intent of the Parties
that the Project be successfully completed as expeditiously as is reasonably possible.
13.22 Estoppel Certificates
The City shall, at any time and from time to time, upon not less than fifteen (15) Business
Days prior written notice from any lender of Developer, execute and deliver to any lender of
Developer an estoppel certificate in the form attached hereto as Exhibit P.
13.23 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original document and together shall constitute one instrument.
13.24 Deliveries to the City
47
EXHIBIT "K"
Any reports or other items to be delivered or furnished to the City hereunder (other than
notices, demands or communications under Section 13.1) shall be delivered or furnished to the
attention of the City Solicitor in the Citys Law Department.
13.25 Exclusivity
City agrees that it shall not negotiate or enter into a host community agreement as
referenced in the Act, or any similar agreement to this Agreement, with any other party so long
as this Agreement has not been terminated.
13.26 Non-Survival Upon Termination Under Certain Provisions
If the Developer terminates this Agreement pursuant to Section 3.5 or if there is not an
affirmative vote of the Citys residents in the Election, then the Developer, the Parent Company
and any Affiliates are relieved from all obligations under this Agreement, excepting therefrom
the Developers obligations pursuant to Section 4.4(b). The provisions of this Section 13.26
supersede any and all other provisions of this Agreement contrary thereto.
48
EXHIBIT "K"
EXHIBIT "K"
EXHIBIT "K"
2 THIRTEENTH STREET CHARLESTOWN, MA 02129

PHONE: 617-242-1120 FAX: 617-242-1190
December 23, 2014

Maeve Vallely Bartlett, Secretary
MEPA Office
Holly Johnson, EEA No. 15033
Boston, Massachusetts 02114
Submitted via email and hand delivery on December 24, 2014
Re: EEA Number 15033
Dear Secretary Bartlett:
We are writing on behalf of Colvest/East Columbus, LLC in regard to the Springfield, Massachusetts
MGM Casino Final Environmental Impact Report (FEIR) EEA Number 15033. We have reviewed
and commented on both the DEIR prepared by Epsilon Associates dated December 16, 2013 and
the FEIR prepared by Epsilon Associates dated November 6, 2014. We have also provided
testimony to the Massachusetts Gaming Commission and we have met directly with MGM
representatives twice. Despite many months of discussion and communication between MGM and
Colvest/East Columbus, LLC, none of our concerns have been addressed and we remain very
concerned that the development, as currently proposed, will have significant negative impacts on the
adjacent properties owned by The Colvest Group (see Figure 1). We believe that it is critical that
these issues be addressed now while the site plan is being developed rather than at some unknown
time in the future. As MGM and its design team continue to further develop the plans without
addressing these issues, it becomes more difficult for them to make any adjustments that will
mitigate the negative impacts that the current plan will create on the abutting properties and uses.
We have expressed our concerns in meetings and in writing. MGM and its representatives are fully
aware of the issues and the design of the casino facility should be modified to address the obvious
negative impacts that the current proposal will create for the abutting Colvest/East Columbus, LLC
property. Not only is the current layout poorly planned with respect to its impact on abutters but it
has the potential to create health and safety problems.
Colvest/East Columbus, LLC properties, located at 1259 East Columbus at the corner of East
Columbus Avenue and Union Street, with through access to Howard Street, is directly southwest of
the proposed MGM development. The site features Class A office and retail space with access to
Main Street via Union Street and Howard Street, access to Route 91 NB via the Union Street/East
Columbus Avenue intersection, and access to Route 91 SB via Union Street and West Columbus
Avenue.
A number of the tenants currently occupying the Colvest/East Columbus, LLC buildings have local
personnel utilizing local pedestrian and vehicular access ways to the property, which are affected by
the MGM proposed discontinuance of Howard Street and Bliss Street and predominant use of Union
Colvest/ East Columbus, LLC

1259 East Columbus Avenue Springfield, MA
MEPA FEIR Comments
EEA #15033- MGM Springfield Casino
December 23, 2014
Page 2 of 9
Street as its loading, services, and parking garage access point. Additionally, the site development
has proposed a number of features directly abutting Colvest/East Columbus, LLC site including the
8-story Parking Garage (extend to a height of 100 feet above grade) and a Central Plant presumably
containing all of the developments hvac, waste, and utility components. However the most
concerning issue is the proposed construction of a 100 high parking structure directly on the
property line. If constructed as planned, this 100 foot high structure will be located on the property
line only 25 feet from the three story Colvest/East Columbus, LLC building.
As previously stated, we have submitted written comments to the Massachusetts Gaming
Commission. In response to our concerns, the Gaming Commissions General Counsel stated that
the Commission considered carefully the contents of our letters and treated some of the issues
raised in the letters during the course of the presentations made as part of the MGM evaluation
process. The General Counsel went on to state: After consideration, the Commission believes
many of the issues raised can be dealt with more efficiently and more appropriately during the MEPA
process and the license and permitting process that will follow.
Because the Gaming Commission believed that the MEPA process was the forum to address
unresolved issues, we feel compelled to bring these matters to MEPAs attention. Specifically, we
have concerns in the following categories under the review of the Massachusetts Environmental
Policy Act (MEPA):
Transportation
Water Supply
Wastewater
Stormwater
Site Impacts
Listed below is a summary of our concerns. We request that each concern be thoroughly reviewed
and resolved prior to the approval of the Final Environmental Impact Report (FEIR). Because of the
remaining unresolved issues, we believe that a Supplemental FEIR is appropriate. None of these
issues are new issues and they are issues that we have previously brought to the attention of MGM,
the Massachusetts Gaming Commission, MEPA, and MGMs design consultants.
Transportation:
1. The Proponent based all trip generation projections on the MGM Grand Detroit Casino,
which is not an appropriate comparison. A more suitable comparison for the MGM
Springfield Casino is the Foxwoods Casino in Ledyard, Connecticut. Both MGM Springfield
and Foxwoods are stand-alone destinations that require the vast majority of visitors to drive
and park on the property. MGM Grand Detroit, in contrast, is located in a central urban
environment with the Belle Isle Casino only five miles away. The traffic impacts associated
with the MGM Grand Detroit are more diffused than traffic impacts associated with MGM
Springfield or Foxwoods. The Proponent should adjust its trip generation numbers to
accurately reflect a casino comparable to Foxwoods, instead of MGM Grand Detroit. By
using a more comparable analysis, the Proponent will be able to design traffic mitigation that
will respond more closely to the correct anticipated conditions.

MEPA FEIR Comments
December 23, 2014
Page 3 of 9
2. The Proponent states: Union Street is anticipated to serve as a primary access/egress

roadway for entering and exiting the Armory Square retail block and a primary egress
roadway for Project related traffic to exit the proposed multi-story parking garage.
Moreover, the Proponent claims that the Armory Retail block and the MGM casino is
expected to generate over one million patron trips per year. Because both the Armory Retail
block and the MGM casino can be accessed from Union Street, we are concerned about the
capacity of said street. Union Street is not designed to handle this level of traffic.
3. In a previous response, the Proponent stated it plans to direct all traffic exiting the site
toward Union Street as opposed to spreading this pressure throughout surrounding streets.
Again, Union Street is not designed to handle this level of demand.
4. The proposed plans show all service vehicles and, more significantly, buses will access the
Parking Garage via Union Street considerably increasing the traffic past the Colvest/East
Columbus, LLC property.
5. Additionally, the Construction Vehicle/Truck Routes maps show all truck traffic from the
south accessing the site via Union Street past the Colvest/East Columbus, LLC property.
The Proponent estimates that an average of 60 trucks will enter and leave the site daily. By
its own admission in its response to our DEIR comments, the Proponent admitted Howard
Street would be used on a limited basis, which places further burden on Union Street.
6. We are concerned that the traffic counts conducted by TEC are not representative of the
current conditions as they were conducted on a Friday, which generally has lower levels of
traffic than early or mid-week. Therefore, the impacts of the proposed changes to the
surrounding streets and on the Colvest/East Columbus, LLC property may be understated
and may cause the traffic flow and circulation to break down.
7. The proposed reconfiguration of Union Street includes adding a westbound right-turn only
lane at the intersection of Union Street and East Columbus Street. Adding a lane at this
location would make exiting the Colvest/East Columbus, LLC property more dangerous
because drivers looking for the through lane will have to cross a lane of traffic. Additionally,
access and egress from the Colvest/East Columbus, LLC site is more likely to be blocked by
traffic queuing at a red light.
8. In the Proponents 2024 and 2034 Sensitivity Analysis (Table 3.4-3) Union Street westbound
repeatedly received a Level of Service D, which proves the capacity is inadequate and traffic
is likely to back up blocking the Colvest/East Columbus, LLC Site.
9. Construction of Union Street should occur at night to minimize negative impacts on
surrounding businesses and more specifically to minimize the amount of time access to the
Colvest/East Columbus, LLC site from Union Street is prohibited.
10. We must restate that the Union Street/East Columbus Avenue/I-91 Northbound Ramp
intersection is currently ranked the 15th most dangerous intersection in the Pioneer Valley.
Any additional loading during and following construction, and the additional traffic resulting
from the development will exacerbate the serious existing problems. The Proponent
responded it will identify additional measures to enhance safety at this intersection as part of
the 25 percent stage of off-site improvements, but we believe this is a serious enough
concern to warrant attention now.
11. The exclusive pedestrian movement cycle is being removed from the Union Street / East
Columbus Avenue / I-91 NB On-Ramp signalized intersection. This is detrimental to site
access as a number of the Colvest/East Columbus, LLC tenants access the site from the
riparian parkland west of Route 91. Additionally, Basketball Hall of Fame visitors frequently
use this intersection, which creates a serious public safety issue. Removing the exclusive

MEPA FEIR Comments
December 23, 2014
12.
13.
14.
15.
16.
Page 4 of 9
pedestrian movement, even when replacing it with concurrent pedestrian signals, will put
pedestrians in direct conflict with turning vehicles.
We have major concerns that two projects the size and scope of the Proponents proposed
redevelopment and the I-91 Viaduct Deck Replacement occurring simultaneously will cause
major traffic and parking problems for surrounding businesses. The projects should not be
constructed simultaneously.
The Proponent responded, In the event that traffic exiting the garage onto Howard Street
seeks to cut-through the Colvest/East Columbus, LLC site to access Union Street, the
Proponent will erect a No Left-turn regulatory sign in the public way following approval by
City DPW staff. This is not adequate so we suggest the Proponent installs a traffic island in
Howard Street to prevent traffic exiting the garage from turning left and traffic exiting the
Colvest/East Columbus, LLC property from turning right into the garage.
The Main Street/Union Street intersection has a higher vehicle crash rate than the state and
district averages, which should be addressed by the Proponent since the proposed project
will only add to the problem.
The Proponent responded, Every two weeks, the contractor will publish an updated
schedule of upcoming work and will disseminate the schedule to affected parties in local
neighborhoods. We insist that as direct abutters, the contractors provide schedules to
Colvest/East Columbus, LLC regularly.
Similarly, we insist that the Proponent develop and implement an effective Transportation
Monitoring Program to minimize impacts on surrounding businesses throughout the
construction process. That plan should be developed as part of the MEPA process.
Water Supply:
1. Water service should not be interrupted during business hours. This is a matter of life safety
as shutting off service would incapacitate the Fire Department in the event of a fire.
2. A comprehensive water service model is still needed for the entire area to assess impacts
and mitigation for both domestic supply and fire protection.
Wastewater:
1. We insist that backflow preventers are provided on sewer laterals of all buildings connecting
to the existing discharge line to protect existing developments from the significant increased
wastewater flow from the MGM Casino.
Stormwater:
1. Section 5.3 of the FEIR mentions that the Citys sewer has the capacity to handle the
additional 2 cfs of peak sewer flows. However, we request the Proponent calculates the total
volume or rate of additional stormwater flows into the CSO as well, since they were not
included in the FEIR calculations.
2. There is mention in the FEIR that the project will implement Massachusetts Water
Conservation Standards. We request a list of which standards will be implemented.

MEPA FEIR Comments
December 23, 2014
Page 5 of 9
3. There is a statement by the Proponent about the inclusion of Low Impact Development
strategies and stormwater BMPs to minimize the projects contributions into the CSO. We
request further detail about which strategies and what BMPs will be used.
4. We request the Proponent conduct an analysis of how these Low Impact Development and
BMPs will perform on this project site with regards to water both stormwater quantity and
quality since this information was missing in the FEIR.
5. System improvements to the overall Springfield Water and Sewer Commission (SWSC) CSO
reduction program should be evaluated during the FEIR stage. Typically a 4:1 ratio for CSO
reduction would need to be met. Based on an average daily flow of 221,937 gpd, the CSO
reduction strategies would need to account for a removal of 887,748 gpd from the Citys
CSO system through various improvement projects. We would like to know how the
Proponent plans to meet these requirements.
Site:
1. The Proponent stated that there would no longer be a gas station on the corner of Howard
Street and East Columbus Avenue, but it listed a Special Permit from the City Council for a
gas station with no repair station in Table 1-2 Required and Potentially Required Permits,
Reviews and Approvals. Clarification is requested.
2. The proposed mass of the Parking Garage is alarming for surrounding businesses and is an
example of poor planning that completely disregards the abutting existing businesses and
land uses. Please refer to Figure 2 for a perspective of the proposed garage. A 100 feet
high and 640 feet long parking structure is not the appropriate size even for this part of
downtown Springfield, particularly when it is placed directly on the property line with no
setback whatsoever. There is no buffer, setback, screening or any other form of mitigation
between the massive wall and the Colvest/East Columbus, LLC building located only 25 feet
away. The wall of the parking structure facing the Colvest/East Columbus, LLC property has
a surface area of almost 1.5 acres. (Please refer to Figure 2).
3. The location of the garage right on the common property line with the Colvest/East
Columbus, LLC property is indicative of vindictive, or at the very least, irresponsible planning.
Although it is allowed in the Casino Overlay District, it is reckless to build a structure of that
size in such close proximity to abutting businesses. When a structure is built on the property
line, it can only be built from one site, which, is virtually impossible and it allows no margin
for error or mistakes. Material falling from the wall will land on the Colvest/East Columbus,
LLC property. We request further information from the Proponent on how it plans to build a
structure of this size from only one side. We also want to know how the Proponent plans to
provide adequate safety during construction to pedestrians and vehicles that may be parked
directly next to the proposed structure. As a better alternative, the Proponent should
consider providing a setback from the property line and a terrace in the face of the parking
structure to break up the mass and to better allow light and air for the adjoining property and
tenants.
4. We have expressed our concern regarding the construction of the 100 foot tall parking
structure on the property line directly in meetings with the MGM representatives and we
raised the issue again in our comment letter of the DEIR. In response to this significant
concern, the response in the FEIR dismissively stated that it was allowed by zoning.
However, the response in the FEIR failed to either mention or address two other very

MEPA FEIR Comments
December 23, 2014
Page 6 of 9
important design criteria, also required by zoning. The response ignored that the Springfield
Zoning Ordinance specifically requires that any proposed building must:
a. Ensure adequate light and air quality of adjacent properties and minimize
detrimental visual impacts on adjacent uses and public streets, parks, buildings, and
other public places.
b. Not impair pedestrian safety or overload existing roads, considering their current
width, surfacing, and condition.
5.
6.
7.
8.
It is hard to imagine that MGM or its team of designers truly believes that placing a 3,000
vehicle, 100 foot tall parking structure directly on the property line only 25 feet away from an
existing 3 story office building is either good planning, thoughtful design or that it does
anything to, as the zoning requires, ensure adequate light and air quality of adjacent
properties or minimizes detrimental visual impacts on adjacent uses. For this reason alone,
the applicant should be required to file a supplemental FEIR so that it can demonstrate that it
can adequately minimize impacts on adjoining properties rather than simply stating that it is
allowed by zoning. This issue should be given some thoughtful consideration and a better
plan can and should be developed that is respectful of the adjoining properties and land
uses.
Due to the height and location of the proposed building, the Colvest/East Columbus, LLC
property will not be exposed to the sun until mid-day. Not only can this be psychological
damaging to the existing tenants, but it also poses a safety threat in the winter since ice will
not melt sufficiently. Additionally, any ice falling from the MGM parking structure can only
land on the Colvest/East Columbus, LLC property.
Preliminary graphics show that the wall of the parking garage will include large-scale lighted
signage. Some of these images dwarf the size of the Colvest/East Columbus, LLC building.
In addition, by being located only 25 feet away from the Colvest/East Columbus, LLC
tenants offices, these lit signs have the potential to be distracting, annoying, and may hurt
the existing tenants abilities to work in their offices, particularly during the winter months.
There should be electronic signs at all garage exits to alert pedestrians when cars are exiting
the building due to the close proximity of the structures walls to the public sidewalk. There is
no sight distance until the vehicle exits the garage directly onto the public sidewalk. The
exits should also have physical barriers that allow cars and buses to only exit the garage
when the existing sidewalks are clear of pedestrians and it is safe and clear for the vehicles
to pass without endangering pedestrians.
Snow removal from the top deck of the parking structure, as designed, is potentially a threat
to the property and personal safety of the tenants of the Colvest/East Columbus, LLC office
building located 100 feet below the upper deck of the garage. As designed, there is nothing
to prevent snow from being dumped over the side of the garage and onto the Colvest/East
Columbus, LLC property 100 feet below. The parking garage does not have a roof and the
wall of the parking garage is proposed to be constructed on the property line. It is doubtful
that snow will he hauled down through 8 levels of parking and deposited off of the property.
The potential hazard created by a 100 foot tall roofless parking garage located on a property
line is unacceptable.

MEPA FEIR Comments
December 23, 2014
Page 7 of 9
We thank you for the opportunity to submit these comments for your consideration. We believe that
the design and analysis as provided in the FEIR still requires substantially more work and
consideration before approval. As proposed, the development will have significant impacts on the
Colvest/East Columbus, LLC property and no mitigation has been proposed. We recommend that
you request a supplemental FEIR so that the proponent has an opportunity to address the issues
that it has failed to address in this FEIR.
Sincerely,
Beals Associates, Inc.
Lawrence M. Beals, Principal

cc:
Frank Colaccino, Colvest/ East Columbus, LLC

John Leonard, Menard & Walsh, LLP

MEPA FEIR Comments
December 23, 2014
Page 8 of 9
Figure 1
Adapted from MGM Springfield DEIR Figure 3-2, prepared by Epsilon Associates, Inc.

MEPA FEIR Comments
December 23, 2014
Page 9 of 9
Figure 2
Image illustrating the relationship of the 3-story Colvest/East Columbus, LLC Office Building in
relation to the Proposed MGM Parking Garage constructed on the property line, 25 from the
Colvest/East Columbus, LLC Building. The proposed garage is 100 high and 640 long.

PHONE: 617-242-1120 FAX: 617-242-1190
December 23, 2014

MEPA Office
Dear Ms. Bartlett,
We are writing on behalf of the Red Rose Pizzeria, located at 1060 Main Street, Springfield,
Massachusetts, in regard to the MGM Casino Final Environmental Impact Report (FEIR) EEA
Number 15033. We have reviewed both the DEIR prepared by Epsilon Associates dated December
16, 2013 and the FEIR prepared by Epsilon Associates dated November 6, 2014. Although MGM
has tentatively addressed an issue with Red Rose Pizzeria, we are still concerned that the
development as currently proposed will have significant negative impacts on the adjacent properties,
including the Red Rose Pizzeria (see figure 1). We insist that these impacts are mitigated now
during the FEIR process as opposed to in the future.
The Red Rose Pizzeria properties are located at the corner of Howard Street and Main Street with
an active curb cut on Howard Street. The proposed MGM Development surrounds the subject
property to the west, south, and east. The site features Italian style restaurant, Red Rose Pizzeria,
as well as the Caring Health Center. Sole access to the building's parking, pick up drop off, and
delivery services are through the Howard Street Access point. The MGM Casino plan, as
represented in the FEIR discontinues Howard Street and greatly impacts access to the Red Rose
property.
Following review of the MGM Casino DEIR, we have substantial concerns regarding:
Traffic
Water supply
Wastewater
Stormwater
Site Impacts
Below you will find a summary of our specific concerns which we request be thoroughly reviewed
under the Massachusetts Environmental Policy Act (MEPA) and provided with additional details prior
to the approval of a Final Environmental Impact Report (FEIR).
Red Rose Pizzeria

1060 Main Street Springfield, MA
MEPA FEIR Comments
EEA #15033- MGM Casino
December 23, 2014
Page 2 of 5
Specifically, our concerns are as follows:

Transportation:
1. The Proponent based all trip generation projections off of the MGM Grand Detroit Casino,
and park onsite. MGM Grand Detroit, on the other hand, is located in a central urban
environment with the Belle Isle Casino five miles away. The traffic impacts associated with
the MGM Grand Detroit are more diffused than traffic impacts associated with MGM
Springfield, or Foxwoods. The Proponent should adjust its trip generation numbers to
accurately reflect a casino comparable to Foxwoods, instead of MGM Grand Detroit.
2. The subject property should be provided with clean and clear pedestrian and vehicle access
throughout construction along the south side of Main Street from Union Street to State Street
to allow the existing businesses to remain open to lunch time patrons.
3. The addition of bicycle sharrows is inadequate for Main Street. Bicycle lanes should be
incorporated into the street design for proper safety.
4. We are concerned the traffic counts conducted by TEC are not representative of the current
conditions as they were conducted on a Friday, which generally has lower levels of traffic
than early or mid-week. Therefore, the impacts of the proposed changes to the surrounding
streets and more specifically on the Red Rose Pizzeria property may be understated.
5. We insist the Proponent implements an effective Transportation Monitoring Program to
minimize impacts on surrounding businesses throughout the construction process.
Water Supply:
and mitigation for both domestic supply and fire protection. This should be completed as
part of a supplemental FEIR.
Wastewater:
1. Backflow preventers should be provided on sewer laterals of all building connecting to the
existing discharge line to protect existing developments from the increased wastewater flow
from the MGM Casino.
Red Rose Pizzeria

MEPA FEIR Comments
December 23, 2014
Page 3 of 5
Stormwater:
volume or rate of additional stormwater flows into the CSO as well because these were not
4. We also request the Proponent conducts an analysis of how these Low Impact Development
and BMPs will perform on this project site with regards to water both stormwater quantity and
Site:
1. The Proponent needs to provide a parking attendant or security guard to ensure Casino
guests are not using the parking lot behind Red Rose Pizzeria. This parking lot shall remain
available for patrons of Red Rose Pizzeria only.
2. The Proponent responded, Every two weeks, the contractor will publish an updated
neighborhoods. We insist that as direct abutters, the contractors provide schedules to Red
Rose Pizzeria regularly.
3. For over 50 years, customers of the Red Rose Pizzeria have accessed the property from
Howard Street. Discontinuing Howard Street, by MGM, will dramatically alter and diminish
access to the property thereby disrupting the long-term customer base which is so important
to successful operation of the business. In exchange for the discontinuance of the public
way, Howard Street, on which the Red Rose Pizzeria is dependent, we believe that the
Proponent should provide an alternative but comparable means of access to the property.
For example, an access easement, to the benefit of Red Rose, from Union Street to the Red
Rose Pizzeria parking lot would be a suitable replacement for the access taken away by the
MGM Casino by its discontinuance of Howard Street. An access easement from Union
Street should also include a signage easement that would allow signage to direct Red Rose
customer traffic from Union Street to the Red Rose Pizzeria parking lot. It is possible for
MGM to create an access easement and a signage easement completely within property that
it already controls.
Red Rose Pizzeria

MEPA FEIR Comments
December 23, 2014
Page 4 of 5
the design and analysis as provided in the FEIR requires substantially more work and consideration.
As proposed, the development will have significant impacts to the Red Rose Pizzeria property
customer base and any mitigation is either non-existent or extremely inadequate.
Sincerely,

cc:
Tony Caputo, Red Rose Pizzeria

Carmela Fraziero, 1060 Main Street Irrevocable Trust
Red Rose Pizzeria

MEPA FEIR Comments
December 23, 2014
Figure 1
Page 5 of 5

PHONE: 617-242-1120 FAX: 617-242-1190
December 23, 2014

MEPA Office
Dear Ms. Bartlett,
We are writing on behalf of Courthouse Park Associates in regard to the MGM Casino Final
Environmental Impact Report (FEIR) EEA Number 15033 proposed in Springfield, Massachusetts.
We have reviewed both the DEIR prepared by Epsilon Associates dated December 16, 2013 and the
FEIR prepared by Epsilon Associates dated November 6, 2014. We are seriously concerned that
the Casino development as proposed will have significant negative impacts on the abutting
properties, owned by the Courthouse Park Associates, Inc. (see Figure 1). We insist that these
impacts are mitigated now during the FEIR process as opposed to in the future.
The properties are located at 33 State Street on the corner of State Street and East Columbus
Avenue with through access to Bliss Street, directly west of the proposed MGM development. The
site features Class A office space with access to Main Street via Bliss Street and State Street,
access to Route 91 NB via the State Street and East Columbus Avenue intersection, and access to
Route 91 SB via State Street and West Columbus Avenue.
Following review of the MGM Casino FEIR, we have substantial concerns regarding:
Traffic
Water supply
Wastewater
Stormwater
Site Impacts
Below you will find a summary of our specific concerns which we request be thoroughly reviewed
under the Massachusetts Environmental Policy Act (MEPA) and provided with additional details prior
to the approval of a Final Environmental Impact Report (FEIR).
Courthouse Park Associates, Inc.

33 State Street Springfield, MA
MEPA FEIR Comments
December 23, 2014
Page 2 of 5
Transportation:
1. The Proponent based all trip generation projections off of the MGM Grand Detroit Casino,
and park onsite. MGM Grand Detroit, on the other hand, is located in a central urban
environment with the Belle Isle Casino five miles away. The traffic impacts associated with
the MGM Grand Detroit are more diffused than traffic impacts associated with MGM
Springfield, or Foxwoods. The Proponent should adjust its trip generation numbers to
accurately reflect a casino comparable to Foxwoods, instead of MGM Grand Detroit.
2. We are extremely concerned because the Proponent admitted in a previous response that
there will be a heavy volume of traffic entering and exiting the site on Bliss Street. This
heavy traffic will not only have detrimental effects on surrounding businesses, but will also
pose a safety threat to pedestrians who will be exiting the garage nearby.
3. The Proponent responded No idling signage can be posted along Bliss Street to further limit
the occurrence of idling. Further explanation is requested.
4. We are also extremely concerned that State Street is anticipated to serve as a primary
access/egress roadway for entering and exiting the casino and hotel Project. This means
the Courthouse Park Associates property will be bordered by two roadways that experience
regular heavy traffic (Bliss and State). Additionally, the Proponent proposes creating another
right-of-way (MGM Drive) directly north of the Courthouse Park Associates, effectively
encircling the property in moving vehicles. This is a public safety concern considering the
significant amount of pedestrian traffic in the area.
5. Construction of State Street should occur at night to minimize impacts on surrounding
businesses and more specifically to minimize the amount of time access to the Courthouse
Park Associates site from State Street is prohibited.
6. The addition of bicycle sharrows is inadequate for State Street. Bicycle lanes should be
incorporated into the street design.
7. We are concerned the traffic counts conducted by TEC are not representative of the current
conditions as they were conducted on a Friday, which generally has lower levels of traffic
than early or mid-week. Therefore, the impacts of the proposed changes to the surrounding
streets and more specifically on the Courthouse Park Associates property may be
understated.
8. We have major concerns that two projects the size and scope of the Proponents proposed
redevelopment and the I-91 Viaduct Deck Replacement occurring simultaneously will cause
major traffic and parking problems for surrounding businesses.
9. We insist the Proponent implements an effective Transportation Monitoring Program to
minimize impacts on surrounding businesses throughout the construction process.
Water Supply:

MEPA FEIR Comments
December 23, 2014
Page 3 of 5
and mitigation for both domestic supply and fire protection. This should be completed as
part of the supplemental FEIR process.
Wastewater:
1. Backflow preventers should be provided on sewer laterals of all building connecting to the
existing discharge line to protect existing developments from the increased wastewater flow
from the MGM Casino.
Stormwater:
volume or rate of additional stormwater flows into the CSO as well because this was not
4. We also request the Proponent conducts an analysis of how these Low Impact Development
and BMPs will perform on this project site with regards to water both stormwater quantity and
Site:
1. The Proponent stated there would no longer be a gas station on the corner of Howard Street
and East Columbus Avenue, but it listed a Special Permit from the City Council for a gas
station with no repair station in Table 1-2 Required and Potentially Required Permits,
Reviews and Approvals. Clarification is requested.
2. The Proponent responded, Every two weeks, the contractor will publish an updated
neighborhoods. We insist that as direct abutters, the contractors provide schedules to
Courthouse Park Associates regularly.

MEPA FEIR Comments
December 23, 2014
Page 4 of 5
the design and analysis as provided in the FEIR requires substantially more work and consideration.
As proposed, the development will have significant impacts to the Courthouse Park Associates
property and any mitigation is either non-existent or extremely inadequate.
Regards,

cc:
Paul Salvage, Bacon Wilson, P.C.


MEPA FEIR Comments
December 23, 2014
Page 5 of 5
Figure 1
Brianne Zulkiewicz
308 Skeele Street
Chicopee, MA 01013
Attn: MEPA Office
Boston, MA 02114
December 23, 2014
To whom it may concern,
I write to you today with fervent concern over the upcoming MGM Casino
project's impact on the cityscape of downtown Springfield, namely over the
project's impact on the preservation of historic buildings in the downtown area.
As a Western Massachusetts native, I have spent countless hours exploring the
streets and neighborhoods of Springfield, often taking long drives with my
parents simply to admire the houses and historical buildings. It was in Springfield
that my lifelong love of late 19th Century architecture was cemented. I spent many
an hour during my young adult years dreaming of purchasing an historical
property of my own and doing my part to preserve a part of our collective past that
remains endangered. When I heard of MGM's plan to alternately dismantle,
demolish, deconstruct, and emulate various buildings on their 14.5 acre purchase,
I felt compelled to urge the company to reconsider its actions and commit to
preserving the downtown area as is.
An investment in historical preservation is an investment in the future of
Springfield. Preservation ensures that future generations will be able to fully
experience gems of historical architecture in their original context and scale.
Their understanding of these buildings will not be limited to photographs and
scale models that do not accurately represent the care and human labor that went
into constructing these buildings. Saving a facade of a building can not fully
express the realities of the building that once was. Nor can disassembling parts
and rooms of buildings and using them in alternate locations devoid of their
original context. Reconstructed emulations of antique buildings might appear
similar, but they will not be accurate replicas of their originals. Preservation
needs to be established as a priority over reconstruction and emulation in order to
maintain the aesthetic integrity of the city. In addition, I stress the need to avoid
trendy and inexpensive contemporary building and design techniques and focus
on the casino project as part of a larger, pre-existing and well-defined community
with aesthetic traditions.
Careful attention to preservation and aesthetics will ensure that future
residents get the opportunity to experience both a revitalized city center as well as
a functional aesthetic history of the city. Dismantling architecturally significant
historic structures for an untested revitalization attempt will only leave residents
with less than they started with, should the plan fail, even decades down the road.
Preservation is a symbolic gesture that reflects on society's
acknowledgement of the past. It helps us contextualize historical events and
situations outside of history books in our everyday lives keeping us connected to
our historical roots within the city. It sets the backdrop for community narratives
and helps to illustrate our memories. Altering the cityscape in such a way as to
dismantle useable buildings is to dismiss the past as disposable, important only
until something bigger and newer comes along.
My interest in preservation is not simply limited to aesthetic and historical
concerns, significant though they may be. I also fear that this project has the
potential to be quite wasteful. Many of these buildings have the potential to be
repurposed through adaptive reuse, but are instead being partially or entirely
deconstructed. I strongly urge a deeper inquiry into adaptive reuse of all buildings
on the MGM site. This is not a decision between preserving history and the
potential for profits and revitalization, but rather a conscious decision to center
revitalization attempts around a narrative that prioritizes acknowledging the

historical and architectural realities of the city as a community with a rich and
vibrant history. MGM, I urge you to consider architecture as an intrisic part of
your commitment to the community.
Sincerely,
Brianne Zulkiewicz

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LAW OFFICES OF

NEW YORK AND

2301 DUPONT DRIVE, SUITE 530

IRVINE, CALIFORNIA 92612

December 22, 2014

Secretary of Energy and Environmental Affairs

Secretary of Energy and Environmental Affairs

Secretary of Energy and Environmental Affairs

Host Community Agreement (at Exhibit E, Section 1 thereof),

Secretary of Energy and Environmental Affairs

4. The FEIR materially contradicts the representations of MGM-Springfield

Secretary of Energy and Environmental Affairs

6. The FEIR is materially misleading with respect to the elimination of the

7. The FEIR is materially inconsistent with the understanding of the

Secretary of Energy and Environmental Affairs

Parcels, which the Developer has agreements to

Secretary of Energy and Environmental Affairs

50) without any exonerating explanation of its lack of pro-active conduct

Secretary of Energy and Environmental Affairs

Irving of Davenport Companies, MGM-Springfields local counsel Frank

Secretary of Energy and Environmental Affairs

c. As a result of Parcel #14 not included in the Project Site Parcel

3. The elimination of nearby parking and handicap

Secretary of Energy and Environmental Affairs

simultaneously ensuring effective public services and a high

Secretary of Energy and Environmental Affairs

The owners of 1317-1343 E. Columbus Avenue and 90 Howard Street

The owners of 1317-1343 East Columbus Avenue and 90 Howard

Secretary of Energy and Environmental Affairs

to East Columbus Avenue. Terminating Howard Street as a through

The traffic pattern proposed in the FEIR isolates 1317-1343 East

The FEIR does not depict, describe or recognize the 30

The FEIR depicts the abutting properties to 1317-1343 E. Columbus

The FEIR is not clear on how many, or if any handicapped parking

Secretary of Energy and Environmental Affairs

The Host Community Agreement with the City of Springfield states

Will the Central Plant process garbage and/or garbage collection? If

Secretary of Energy and Environmental Affairs

buzzers, horns, compressors, saws, sirens, industrial hammers, etc.,

The foregoing Comments/Objections are further detailed, and supplemented,

Very truly yours,

DOCUMENT CONTINUES ON THE FOLLOWING PAGE

NEW YORK AND

2301 DUPONT DRIVE, SUITE 530

IRVINE, CALIFORNIA 92612

December 17, 2014

Katie Stebbins, Chairperson

Re: OBJECTION TO APPLICATION FOR ZONING CHANGE

Secretary of Energy and Environmental Affairs

Contrary to Applicants Site Parcel Map (Exhibit A hereto) which is

Severe impact to traffic flow, causing hazardous congestion from an

Secretary of Energy and Environmental Affairs

District, and the Applicants unilateral decision to eliminate its

Secretary of Energy and Environmental Affairs

The consequence of the Excision of Parcel #14 from the COD is a

Secretary of Energy and Environmental Affairs

SPRINGFIELD ZONING ORDINANCE SECTION 8.5

Article 8, Section 8.5.10 of the Springfield Zoning Ordinance specifically

Secretary of Energy and Environmental Affairs

by-product, but it is incumbent upon our public officials to protect the

A. FACTS REGARDING PARCEL #14.

Secretary of Energy and Environmental Affairs

boundary of Parcel #14 is common to the proposed Casino Overlay District