HomeMy WebLinkAboutContract 22023 A Sut
MASTER AGREEMENT REGARDING SUPERSPEEDWAY
COMPLEX DEVELOPMENT
This Master Agreement Regatdin� Superspeedway Complex Development (this
"Agreement"") is entered into as of the �o--Va y of 1996, by and among
the City of Fort Worth, Texas, a municipal corporation of the State of Texas and a home rule
city (the "City"), FW Sports Authority, Inc., a Texas industrial development corporation (the
"Sports Authority"), and Texas Motor Speedway, Inc., a Texas corporation(the "Operator").
RECITALS:
I. Operator is a major developer and operator of motor racing facilities.
IL Operator proposes to construct a superspeedway (the "Superspeedwav") and
related facilities as described in Section 1.1 below (the "Project") on the land described in
Exhibit A hereto (the "Property").
111. The City, Denton County, Texas (the "County"), and Speedway Motorsports,
Inc., a Delaware corporation (""SMI") have executed a Memorandum of Understanding dated
June 14, 1995 (the "Memorandum of Understanding"") setting forth the agreement in principle
among SMI, the City and the County with respect to the financing and construction of the
Project and with respect to SMI's construction of certain other facilities, all as identified on the
Master Site Plan attached hereto as Exhibit B (the "Master Site Plan").
IV. The Memorandum of Understanding contemplated the execution of a definitive
agreement pertaining to the financing and construction of the Project and other matters relating
to the Project including the operation thereof. Subsequent to the execution of the Memorandum
of Understanding, the County, with the consent of the City, the Sports Authority, SMI and the
Operator, withdrew from participating in any such definitive agreement.
V. In accordance with the Memorandum of Understanding, the City has caused the
creation of the Sports Authority pursuant to Section 4B of article 5190.6 of the Texas Revised
Civil Statutes, as amended for the purpose, among others, of facilitating and supporting the
construction and development of the Project.
VI. Operator is the wholly-owned subsidiary of SMI that will develop and operate the
Project and lease the Property and the Project from the Sports Authority.
VII. The Sports Authority, the Operator and the City desire to set forth in this
Agreement the general terms and conditions of the construction, development and lease of the
Project, which terms and conditions will be more particularly described to the mutual satisfaction
of the parties thereto in certain documents to be entered into subsequent to the date hereof,
including, without limitation, the Lease, the Guaranty, and any and all other documents related
hereto or thereto, including without limitation the documents relating to the issuance of the
Bonds (collectively, the "Collateral Agreements").
107041.14
VIII. The parties hereby declare and agree that this Agreement supersedes the
Memorandum of Understanding.
I . The parties recognize that all agreements of the parties hereto and all terms and
provisions hereof are subject to the laws of the State of Texas and all rules, regulations and
interpretations of any agency or subdivision thereof then governing the subject matters hereof.
AGREEMENT
In consideration of the premises and the mutual covenants and agreements herein
contained and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged and confessed by each of the parties hereto, the parties hereto have agreed
and do hereby agree as follows:
I.
DEVELOPMENT
1.1 Development of Superspeedway Complex. The Operator agrees to cause, at its
cost and expense, the Project to be constructed and developed on the Property as contemplated
in this Agreement. The Project will include a one and one-half mile oval speedway, grandstand
and other spectator seating, luxury suites, parking facilities, and such other facilities as may be
directly related to the operation of the Superspeedway. The parties contemplate that the Project
will be developed in two phases. The first phase ("Phase V) shall consist of the superspeedway
facility described above along with seating for approximately 150,000 spectators (as well as
luxury boxes and related facilities). The subsequent phase of the construction of the Project
("Phase 11") shall expand the existing Project to accommodate approximately 280,000 spectators
along with appropriate improvements to the remaining portion of the Project required to
accommodate such additional spectators. Phase I of the Project shall be financed in accordance
with the terms of Article 11 hereof. Phase 11 of the Project shall be financed by the issuance of
additional Bonds substantially in the manner the Bonds for Phase I are to be issued, with such
changes to such terms and conditions as are acceptable to the City, the Sports Authority, and
Operator.
1.2 Design and Construction of Project. The Project shall be provided, constructed,
and equipped in accordance with designs, plans and specifications prepared by or under the
direction of Operator. All costs of preparation of designs, plans and specifications for all the
Project shall be included in the Costs of the Project (defined below) payable or reimbursable,
to the extent permitted by law, from the proceeds of the Bonds. Construction of the Project
shall be accomplished in accordance with applicable law. Unless otherwise required by law,
rule, regulation or interpretation by an agency of the State of Texas, Operator will negotiate and
will not competitively bid construction contracts for the Project.
1.3 Other Improvements.
1.3.1 Road Improvements. Subject to Sections 1.3.3 and 3.3(b)below, the City
and Operator shall construct a ring road, a connecting road westerly to Highway 156, and a
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connecting road easterly to Interstate 35 as dedicated public thoroughfares (including the
acquisition of needed right-of-way and drainage, some of which may be off site) as shown on
the Master Site Plan. The design, location and construction of the road improvements shall be
coordinated with the design and construction of the Project, subject to the prior mutual approval
of the City, the Sports Authority, and Operator, in order to provide the optimum functional
access to and from the Property. All costs of the road improvements referenced in this Section
1.3.1 are herein called the "Road Costs." The City shall not be required to spend more than
$7 million on the Road Costs. The City and the Operator shall share the Road Costs on a pro
rata basis with the City bearing $7.00 of such costs for every $5.00 of costs that the Operator
bears up to $12 million. Anything to the contrary notwithstanding, Operator shall bear all Road
Costs in excess of $12 million. Such costs borne by Operator may be included in the Costs of
the Project, to the extent permitted by law; provided, however, that the first $5 million in Road
Costs home by Operator may not be financed by the proceeds of any obligations issued by the
Sports Authority which are secured by or payable from, in whole or in part, directly or
indirectly, any TIF Revenues. The City shall pay its share of the Road Costs (subject to the
limitations set forth above) periodically in accordance with the terms of a community facilities
agreement and/or interlocal cooperative agreement, as applicable, in form and substance
acceptable to the City.
1.3.2 Water and Sewer Improvements. Subject to Sections 1.3.3 and,33(b)
below, the City shall construct and maintain water and sewer improvements described on the
Master Site Plan so that water and sewer services are delivered to the property line of the
Property. The design, location, and construction of the water and sewer improvements shall be
coordinated with the design and construction of the Project. The water and sewer improvements
shall have a capacity of at least one million gallons of water service and one million gallons of
sewer service provided for the Project to the property line of the Property. All costs of the
utility improvements referenced in this Section 1.3.2 are herein called the "Utility Costs." The
City shall not be required to spend more than $4 million on the Utility Costs. Operator shall
bear all Utility Costs in excess of$4 million, and such costs borne by Operator may be included
in the Costs of the Project, to the extent permitted by law. Construction of utilities shall be in
accordance with the attached Schedule 1.3.2 subject to the City's right to amend the schedule,
if necessary.
1.3.3 Master Site Plan. The Master Site Plan, including the uses set forth
thereon, may not be materially changed without the prior written approval of the City, the Sports
Authority, and Operator, such approval not to be unreasonably withheld. Operator's submission
of a final version of the Master Site Plan, and the approval thereof by the City and the Sports
Authority, are conditions precedent to the obligations of the City to finance and construct the
road improvements and water and sewer improvements set forth in Section 1.3.1 and 1.3.2.
1.4 Annexation. Promptly after the execution hereof, the City shall use all
reasonable efforts to annex into the City, to the extent permitted by law, those portions of the
Property owned by the Sports Authority and Operator and located within the exclusive
extraterritorial jurisdiction of the City (the "Annexed Property"). Further, the City will use
its good faith efforts to secure appropriate adjustment of any extraterritorial jurisdiction
boundaries in order to accomplish development of the Speedway in accordance with the Master
Site Plan,
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IL
FINANCING
2.1 Costs of the Project. It is understood and agreed that the costs of the Project(the
"Costs of the Project") will include the following: (i) land acquisition costs, (ii)the architectural
and engineering costs for preparation of plans, specifications and designs for the Project, (iii)
costs of construction, equipment, furniture, and furnishings of the Project in order to make them
usable for the purposes intended, (iv) financing costs, including underwriting costs, fees, and
expenses, and the fees and expenses of attorneys, market analysts, consultants, and the costs of
credit enhancement, if any, (v) capitalized interest during construction and reserve fund
requirements attendant to the financing, (vi) direct out-of-pocket costs, including, without
limitation, fifty percent (50%) of all attorneys' fees (not to exceed $50,000) of the City and the
Sports Authority paid out or incurred prior to the financing stage for the Project for any of the
foregoing purposes, and (vii) such other costs and expenses as the City, the Sports Authority,
and Operator shall mutually approve. It is agreed by the City, the Sports Authority, and
Operator that the Project will be of such design and quality as will cause the Costs of the Project
for Phase I not to exceed an estimated cost, as of the date this Agreement is executed, of
$115,000,000.00 (the "Phase I Amount"). Operator shall have architectural, engineering and
construction control and discretion over the Project and the Costs of the Project related hereto.
It is further agreed, however, that Operator may enhance the design and quality of the Project
above the stated maximum costs at its sole cost and expense.
2.2 Issuance of Bonds; Purchase of Property and Project. Subject to construction
of the Project having been certified to be complete and operational by Operator, the issuance of
a Certificate of Occupancy by the City, and the Project being acceptable to the Sports
Authority, and further subject to execution of the Collateral Agreements, the Sports Authority
shall use its best efforts to issue its "Lease and Contract Revenue Bonds" (the "Bonds") in an
aggregate principal amount not exceeding the Phase I Amount for the purpose of purchasing the
Project and the Annexed Property from Operator and to reimburse Operator for funds advanced
pursuant to Section 3.3 hereof. The structure, maturities, interest rates, provisions and specific
terms of the Bonds shall be as mutually approved by the Sports Authority, the City, and
Operator, and shall be, subject to then prevailing market conditions and applicable laws, payable
over a term of 30 years with level debt service. The Bonds shall never be paid or payable from
the general credit or taxing power of the City. SMI shall execute a guaranty acceptable to the
City and Sports Authority (the "Guaranty") pursuant to which SMI will guaranty all obligations
of Operator under the Lease and hereunder. In addition, Operator and SMI may be required to
provide credit enhancement for the Bonds to assure their marketability.
2.3 Repayment of Bonds and Incremental Funding.
2.3.1 Sources of Repayment of Bonds. Subject to Section 2.3.4 below, the
City, the Sports Authority, and Operator agree that the rental under the Lease (defined below)
shall be applied to the repayment of the principal of and interest on the Bonds when due.
Subject to the terms and conditions of Sections 2.3.2 below, the TIF Revenues and Other
Revenues (each as defined below) may be applied as a credit to the rent payable by the Operator,
as lessee.
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2.3.2 Tax Increment District.
(a) Promptly after annexation of the Annexed Property pursuant to
Section 1.4 above, a Tax Increment Financing District (the "TIF") shall be
created over the Annexed Property pursuant to the provisions of Chapter 311 of
the Texas Tax Code. The City shall contribute 1001 of the incremental taxes
related to the TIF into the tax increment fund of the TIF. The TIF shall, to the
extent now or hereafter permitted by law, pay to the Sports Authority and the
City moneys on deposit in the tax increment fund for the purpose of discharging
obligations arising out of the Bonds and other costs, expenses, and obligations
incurred by the Sports Authority and the City. The TIF will terminate on the
earlier of(i) 40 years from the date of its creation or (ii) payment, discharge, or
defeasance of all Bonds and other TIF obligations, if any. Nothing in this Section
2.3.2 shall limit or restrict the use of any land outside of the TIF for any purpose
or restrict the use of the land within the TIF for being used for the following
uses: (i) office and condominium complexes, (ii) private club facilities and
amenities, (iii) warehouse industrial facilities, (iv) facilities used for the purpose
of furnishing products and/or services utilized in conducting driving schools,
motor vehicle racing events, or other entertainment events, and (v) facilities for
the manufacture and assembly of vehicles (collectively, the "Other Facilities").
TIF Revenues and Other Revenues, however, shall not be made available for the
acquisition, construction, improvement or equipping of any of the Other
Facilities, unless the Sports Authority determines, in its sole judgment, that the
Other Facilities are an integral part of Phase I or Phase 11.
(b) All local sales taxes (other than the transit authority and crime
district taxes collected within the City), hotel occupancy taxes, and ad valorem
taxes (to the extent contributed to the TIF by the taxing units) generated within
the TIF in excess of those generated as of the date of the TIF's creation shall, to
the extent now or hereafter permitted by law, be paid to the Sports Authority to
be used by the Sports Authority in accordance with the terms hereof(respectively
"ST 1 "HOT" and "AVT" and collectively, the "TIF Revenues"). In addition
Operator, may seek to capture ST, HOT, and AVT generated within the Project's
sphere of influence but outside the corporate limits of the City under the terms
of interlocal contracts which will provide for the payment of such funds to the
Sports Authority. Such ST, HOT and AVT are herein collectively called "Other
Revenues." Operator shall be responsible for initiating and coordinating the
pursuit of Other Revenues.
(c) After payment of unreimbursed costs and expenses (other than
Utility Costs and Road Costs) incurred by the City and Sports Authority in
connection with their activities and operations relative to the Project, to the extent
permitted by law, and subject to Sections 2.3.4 and 4.1.2, TIF Revenues and
Other Revenues will be applied as follows:
(i) All AVT generated within the TIF will be credited to the
rent payable as provided in Section 4.1.2;
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(ii) All ST and HOT generated within the TIF up to $500,000
annually (the "Threshold Amount") will be used for the payment of
eligible TIF costs and expenses; and
(iii) all ST and HOT generated within the TIF in excess of the
Threshold Amount, together with all Other Revenues, will be shared by
the City and the Sports Authority, with the Sports Authority receiving
50% of such amounts, to be used for the payment of amounts due with
respect to or incurred in connection with the Bonds, and the City receiving
the remaining 50% of such revenues.
(d) The Bonds shall be subject to the approval of the Attorney General
of Texas, as required by Texas law.
2.3.3 State Tax Rebate. The City and the Sports Authority shall cooperate with
Operator (at Operator's expense and at no expense or loss of revenue to the City or the Sports
Authority) to secure a State rebate to the Sports Authority (to the extent permitted by law) of
all or a part of the State's portion of all mixed beverage taxes and any other taxes related to
alcoholic beverages, ST, and HOT generated from the Project for the term of the Bonds. Fifty
percent of any rebated amounts shall be retained by the Sports Authority and the remaining 50%
shall be refunded to the City. The portion of such funds retained by the Sports Authority shall
be used to pay amounts due in connection with the Bonds or to commence Phase 11 of the
Project. Any amounts remaining in the Sports Authority after payment of all obligations of the
Sports Authority shall be paid to the City. Operator shall have primary responsibility for
seeking any rebate from the State. if the State rebate is paid to the Sports Authority as provided
above but the Sports Authority is precluded from making a payment to the City as contemplated
in this Section, then the Sports Authority and Operator shall pay to the City its portion of the
State rebate contemplated herein, such amount to be derived from additional payments under the
Lease.
2.3.4 Liguidated Damages. In consideration of the City contributing its TIF
Revenues as described above, in the event a major motor racing event has not been held at the
Speedway or a major NASCAR event has not been sanctioned to be held at the Speedway by
January 1, 2000, the Operator shall pay to the City the amounts set forth on Schedule 2.3.4, at
the times set forth in such schedule and an amount equal to the TIF Revenues captured to date
from the City, and TIF Revenues will no longer be contributed or paid to the Sports Authority
or the Project.
Ill.
PROPERTY
3.1 Transfers. As contemplated by Section 2.2 hereof, concurrently with the issuance
of the Bonds, Operator shall transfer to the Sports Authority the Project and the Property owned
by it, and the Sports Authority shall reimburse Operator for the Out Parcels (defined below)
acquired by the Sports Authority with funds advanced by Operator.
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3.2 Title and Effect of Transfers. The properties transferred pursuant to this Article
III will be transferred by special warranty deed in a condition reasonably acceptable to the Sports
Authority and free and clear of all liens, claims, easements, rights-of-way, reservations,
reversionary interests, restrictions, encroachments, tenancies, oil, gas or mineral leases and any
other encumbrances on the mineral estate and any other encumbrances of whatsoever nature
(collectively, "Encumbrances") except the Permitted Encumbrances (hereinafter defined).
Within thirty (30) days after the completion of construction of all improvements comprising the
Project, Operator shall, at Operator's sole cost and expense, deliver to the Sports Authority an
Owner's Commitment for Title Insurance ("Title Commitment") from Rattikin Title Company,
611 Throckmorton Street, Fort Worth, Texas 76102 (the "Title Company"), which Title
Commitment shall set forth the status of the title of the Property and shall show all
Encumbrances and other matters, if any, relating to the Property. Within thirty (30) days after
the completion of construction of all improvements comprising the Project, Operator shall, at
Operator's sole cost and expense, deliver to the Sports Authority a survey ("Survey"), certified
to the Sports Authority and the City, describing the Property, showing the location of all
improvements constructed thereon, showing the location of all Encumbrances located (identified
by appropriate recording information), and reflecting the total number of acres within the
Property, prepared by Huitt Zollers, Inc. If the Title Commitment or Survey fails to show
good, marketable, and indefeasible fee simple title to the Property to be in the Operator, free
and clear of all Encumbrances that, in the Sports Authority's judgment, materially and adversely
affect the ownership, use, or operation of the Property, then the Sports Authority may give the
Operator written notice thereof("Objections"). If the Sports Authority gives such notice to the
Operator, the Operator may cure the Objections. If the Sports Authority gives notice of
Objections and the Operator does not cure the Objections so that the Title Commitment and
Survey can be amended to give effect to matters that are cured, and give the Sports Authority
written notice thereof within thirty (30) days prior to the date on which the Property will be
purchased by and transferred to the Sports Authority, the Sports Authority shall have the right
to either (i) waive the Objections by written notice to the Operator and consummate the purchase
of the Property subject to the Objections, which shall be deemed to be "Permitted
Encumbrances," or (ii) this Master Agreement shall be deemed terminated, whereupon neither
party shall have any further rights or obligations to the other hereunder. If the parties proceed
to closing, the Operator shall deliver to the Sports Authority an Owner Policy of Title Insurance
issued by the Title Company to the Sports Authority in the amount of the indebtedness evidenced
by Bonds, insuring that, after the completion of the closing, the Sports Authority is the owner
of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances.
3.3 Land Acquisition.
(a) Operator represents and warrants to the parties hereto that it has,
prior to the execution hereof, made good faith efforts through reasonable
negotiations to acquire from the owners thereof the "Out Parcels" (herein so
called and defined) designated on the Master Site Plan at fair market prices. The
City, the Sports Authority, and the Operator hereby acknowledge and agree that
all of the Out Parcels contemplated in the Master Agreement are necessary to the
operation of the public project. The City, the Sports Authority, and the Operator
acknowledge that the Operator through the efforts of the Operator and the Sports
Authority has succeeded in acquiring or contracting for the acquisition of
numerous lots lying within the Country Lane Estate Subdivision in Denton
107(A1,14 7
County, Texas (herein "Country Lane Out Parcels"). Some of these acquisitions
resulted in a title transfer to the Operator or to its affiliated entities, and that
additional Country Lane Out Parcels are currently under contract and will be
conveyed in a direct title transfer to the Sports Authority. The City, the Sports
Authority, and the Operator acknowledge and agree that all lot transfers to the
Operator or its affiliated entities were done for the benefit of the Sports Authority
in an effort to accelerate the completion of the Project, The City, the Sports
Authority, and the Operator acknowledge and agree that to date, the acquisition
of the Out Parcels contemplated by the Master Agreement has been financed by
the Operator. The Operator is financing these transactions only with the intent
to accelerate the completion of this public project, which public project has been
contemplated for at least eighteen months. The Operator acknowledges and
agrees it has not and shall not charge the Sports Authority any interest for its
having financed the acquisition of the Out Parcels in an effort to expedite the
completion of this public project and shall not charge the Sports Authority for any
future financing in the acquisition of the Out Parcels, as described herein.
(b) The Sports Authority shall retain the services of legal counsel to
handle all future acquisitions of the Out Parcels ("Consultant"), including
acquisitons, through eminent domain proceedings, of the Sports Authority's
choice, after reasonable consultation with Operator as to the consultant to be
retained. The Consultant shall engage, as needed, a real estate appraiser or real
estate appraisers to determine the current fair market value of each of the Out
Parcels, and the Consultant shall negotiate the terms and conditions of the
purchase of the Out Parcels, subject to the qualifications and limitations set forth
below. Within five (5) business days of the execution of this Agreement,
Operator, pursuant to the terms of the Escrow Agreement attached hereto as
Exhibit C ("Escrow Agreement"), shall deposit with Title Company, as escrow
agent ("Escrow Agent") Three Million Two Hundred Fifty Thousand and no1100
Dollars ($3,250,000.00) ("Escrow Funds"), to be used by the Sports Authority
to acquire the remaining Out Parcels designated on the Site Plan and not already
conveyed to the Sports Authority pursuant to Section 3.3(a) and to pay all costs
associated therewith. If the Operator fails to deposit such amount, such failure
shall constitute a breach hereof, and shall relieve all parties of any obligations to
each other under this Agreement and all other commitments of any and all parties
to each other relating to the Project including without limitation all resolutions,
orders and communications from the Texas Department of Transportation and the
Trinity River Authority of Texas. Promptly after such deposit, the Sports
Authority through Consultant shall proceed to use its best efforts to acquire all of
the Out Parcels by offering to the respective owners of the Out Parcels the fair
market value thereof. If any of the owners of the Out Parcels rejects the fair
market value offer and submits a higher counteroffer, the Sports Authority shall
submit the counteroffer to Operator for Operator's approval. If Operator
disapproves any counteroffer, the Sports Authority shall promptly proceed to use
its best efforts to acquire the affected Out Parcel(s) by eminent domain
proceedings. If the owner of an Out Parcel offers to settle outside of the eminent
domain proceeding for an amount in excess of the fair market value offered to
such owner, the Sports Authority shall not be authorized to settle without the
107041,14 8
prior approval of Operator. If Operator disapproves of any proposed settlement,
the Sports Authority shall continue with the eminent domain proceeding.
Operator shall respond within five (5) business days to any counteroffer or
settlement proposal submitted by the Sports Authority or the Consultant.
Operator shall bear all costs incurred by the Sports Authority in negotiating and
consummating the purchase of the Out Parcels and/or conducting such eminent
domain proceedings, including legal fees and other acquisition costs, and all costs
pertaining to the Consultant's services. The Sports Authority may make periodic
draws of Escrow Funds to defray all costs incurred under this Section 3.3 in
accordance with the terms of the Escrow Agreement, and Operator shall, upon
request by the Sports Authority, deposit with the Escrow Agent or pay directly
to the Sports Authority any amounts in excess of the Escrow Funds required to
acquire the Out Parcels and to pay all costs associated therewith. The Sports
Authority and the Operator hereby acknowledge and agree that all excess amounts
deposited with Escrow Agent into the Escrow Account shall be returned to the
Operator. In the event Operator fails to abide by any of the terms of this
Agreement, in addition to the remedies that may be exercised by the Sports
Authority upon such breach, including termination of all or any portion of its
obligations under this Agreement, the Sports Authority shall be relieved of any
obligation to acquire the Out Parcels whether by condemnation or otherwise.
3.4 Allocation of Assets Should the Public Project Fail. The City, the Sports
Authority, and the Operator acknowledge and agree that should the public project contemplated
by the parties fail because of legal intervention by third parties, because of economic
impracticability, or because of any other event outside the control of the parties, the Sports
Authority shall convey to the Operator title to all Out Parcels, the acquisition of which was
financed by the Operator. Should such unlikely events occur, neither the Sports Authority nor
the Operator shall owe each other any other compensation relating to the Out Parcels. All costs
incurred in connection with this Agreement, including without limitation, costs incurred by the
parties under this Section 3.5 shall be paid by the Operator.
IV.
PROJECT LEASE
4.1 Lease of Project. Subject to and upon satisfaction of the terms and conditions
of this Agreement, Operator, as lessee, and the Sports Authority, as lessor, will enter into a
lease of the Property and the Project (the "Lease") acceptable to the Sports Authority and
Operator.
4.1.1 Lease Term. The Lease shall commence on the date of issuance of the
Bonds and shall have a term expiring on the earlier of (i) 60 years from its date or (ii) the date
Z:�
the Bonds have been paid, discharged or defeased.
4.1.2 Rent. The rent payable under the Lease shall be equal to the total of the
Sports Authority's then-current obligations to make principal and interest payments on the Bonds
and the reasonable and necessary maintenance and operating expenses incurred by the Sports
107641,14 9
Authority pursuant to periodic budgets approved by the Sports Authority and the Operator. The
TIF Revenues and the Other Revenues may be credited against the rent payable by Operator.
4.1.3 Sublease and Development. The Lease shall provide Operator the right
to sublease or develop portions of the Property for the Other Facilities which will be owned by
Operator. All revenues generated by any such subleases or development shall belong to
Operator. In this regard, the Lease shall provide that, with the consent of the Sports Authority,
the Lease may be separated into counterpart leases covering individual tracts of land included
in the Property. Further, Operator with the consent of the Sports Authority, shall be permitted
to mortgage its leasehold interests under the Lease. Anything herein to the contrary
notwithstanding, the obligation of Operator to pay rent shall be unconditional for so long as the
Bonds are outstanding. Any such sublease or mortgage herein permitted shall be subordinate
to the Bonds and shall not abrogate the duty of Operator to pay rent for so long as the Bonds
are outstanding.
4.1.4 Operation. The Lease will provide that Operator agrees to maintain and
operate the Project in a condition necessary to conduct NASCAR racing and Indy-type Car
racing for the period during which any Bonds are outstanding.
4.1.5 Uses of the Property. Throughout the term of the Lease, the Project and
the Property shall be used solely for the purposes of a racing facility, entertainment venue and
other uses associated therewith including those outlined in Sections 1.1 and 2.3.2 above.
4.2 Option to Purchase. The Lease will provide that at the end of the Lease Tenn,
as provided in Section 4.1.1, that the Operator shall have the following rights and options:
(a) Upon satisfaction of the condition stated in(b)below and at the end
of the term of the Lease, the Operator may purchase the Property for the agreed
depreciated value of the Property (as set forth in the Lease and agreed to by the
Sports Authority and the Operator) at the end of the term of the Lease, less a
credit equal to an agreed percentage of the rent payable under the Lease without
reference to the credits of Other Revenues, but in no event shall the purchase
price be greater than $500,000.
(b) As a condition to the option to purchase provided in(a) above, any
documents of transfer of the Property must contain a condition that the Operator,
as owner of the Property, shall continue to operate the Property as a public
coliseum, stadium or track for automobile racing and related purposes for a term
of not less than fifteen (15) years.
4.3 Signage and Concessions. Subject to Sections 2.3.3 and 4.7 hereof, Operator
shall collect and retain as income revenues from all concessions, parking, signage, sublease
revenues, naming allowances, and any and all other revenue produced within the Project.
4.4 Triple Net Lease. The Lease shall provide that all operation, maintenance,
repairs, and upkeep of the Property, the Project and the Other Facilities and all costs associated
therewith shall be the obligation, responsibility and liability of Operator.
107 041,14 10
4.5 Lease Indemnification. The Lease shall contain indemnification in favor of the
City and the Sports Authority satisfactory to the City and the Sports Authority, including,
without limitation, indemnification against all risks of ownership of the Property and Project,
including, without limitation, any environmental or operational risks, as well as to matters with
respect to the issuance of Bonds and additional Bonds, and shall include insurance coverage
against such risks (other than environmental insurance) as may be satisfactory to the City and
the Sports Authority.
4.6 Suites and Tickets. Operator shall lease during the term of the Lease at $1.00
per year to the Sports Authority one luxury spectator suite at the Project, for the exclusive use
of the Sports Authority or its designee and its invited guests, the location of which will be
selected by the Sports Authority after the selection by Operator of its suite but prior to the
selection of any other luxury spectator suite at the Project, finished, furnished and maintained
by Operator, at its cost, in a manner not less than the standard upfit package available to all
other suite lessees, and having a seating capacity for not less than, together with tickets to all
events for, 60 persons. Operator shall grant to the Sports Authority, for consideration of$1.00
per year, a membership in the Texas Speedway Club, if any, during each year of the term of
the Lease. The Sports Authority shall have the right to transfer, assign, sublease and/or convey
its suite on terms and conditions acceptable to the Sports Authority in its sole discretion provided
that Operator shall have a right of first refusal with respect to any proposed transfer, assignment
or sublease (which sublease is for more than one year) of the Sports Authority's suite.
4.7 Festivals and Related Activities. The City anticipates creating a Texas nonprofit
corporation (the "Festival Corporation"), the purpose of which, among others, will be to
promote the City and events held within the Property and festivals and activities relating thereto.
The Festival Corporation shall have the right to plan, organize and hold festivals and similar
activities which relate to events held within the Property, and which may include television and
broadcast rights relating thereto and the control of all products sold at such festivals and
activities. All revenues generated from such festivals and related activities, including without
limitation all product revenues, sponsor revenues and television and broadcast revenues, shall
be paid to, and be the property of, the Festival Corporation. It is anticipated that the Festival
Corporation will develop its own logotypes, trademarks, servicemarks, copyrights and trade
names relating to festivals promoting the City and various events held at the Superspeedway.
The Operator agrees to cooperate with the Festival Corporation to promote such festivals and
related activities, including without limitation permitting the Festival Corporation to use
Operator's logotypes, trademarks, servicemarks, copyrights, and trade names for non-
commercial purposes in promoting festivals and related activities. The Festival Corporation shall
not be entitled to sell any item bearing any mark owned by Operator without Operator's prior
written consent and at a royalty rate no greater than the lowest rate charged to other users for
such event. The Festival Corporation shall cooperate with the Operator and the Speedway's
protected sponsors and vendors in such a manner as to provide the Speedway's protected
sponsors and vendors the right of first refusal to participate in providing products at festival
events.
4.8 Other Provisions. The Lease shall have such other provisions as may be
acceptable to Operator and the Sports Authority.
51!7641.14 11
4.9 Reports. Operator and all affiliates of Operator conducting business within the
Property shall deliver concurrently with the filing with or receiving from any federal, state or
local governmental entity or agency, two (2)copies of all notices, reports, disclosure statements,
operating and/or revenue statements and all other documents filed by or on behalf of such person
with, or received by such person from, any federal, state or local governmental entity or agency.
In addition, to the extent Operator may reasonably secure same, all agreements between
Operator or any affiliates of Operator and any person operating a business within the Property,
including without limitation any concessionaires, shall provide that such person shall deliver to
the City and the Sports Authority within ten (10) days of the end of each month, operating and
revenue statements pertaining to the business conducted by such person within the Property and
upon the filing thereof, verification of all sales taxes reported to the Texas Comptroller of Public
Accounts as having been collected within the Property by such person. It is acknowledged by
the Operator, the City and the Sports Authority that the City will use such reports and
documents and other information available to it to determine the amount to be paid by the City
to the TIP pursuant to Section 2.3.2(b)(ii) and (iii) hereof and the amount due the City under
Section 2.3.3 above.
V.
ADDITIONAL COVENANTS
5.1 Toll Roads, Taxes. During the period that Operator is lessee of the Project and
provided that Operator is not in material default under the terms of the Lease, the Collateral
Agreements or any agreements related thereto, the parties agree not to support or take any action
to (a) convert the thoroughfares shown on the Master Site Plan into toll roads or (b) impose an
admission fee tax or seat tax surcharge on the Project or the use thereof.
5.2 Expenses. If this Agreement is consummated, then each party shall bear its own
attorneys' fees and costs in connection with the negotiation and preparation hereof, but such fees
and costs shall be part of the Costs of the Project, subject to the terms and conditions set forth
in Section 2.1 above.
5.3 Texas Department of Transportation. The City, the Sports Authority, and
Operator recognize that the participation of the Texas Department of Transportation ("DOT"),
through its commitment to pay costs and to expedite construction of all highway improvements,
is essential to the financing of the Project, and such parties agree to cooperate in seeking such
participation. If DOT requests that the City pay a local share of highway improvements and the
City elects not to pay such local share, then Operator may have the option to pay such costs on
behalf of the City and include them in the Costs of the Project, to the extent such costs are
allowable and to the extent such costs are incurred for improvements to roads located within
either the corporate limits of the City or the City's exclusive extraterritorial jurisdiction.
5.4 Indemnification.
5.4.1 Indemnity. Operator shall indemnify, protect, defend and hold harmless
the Sports Authority, the Sports Authority's officers, directors, affiliates, employees and agents,
the Citv and the City's council members, affiliates, employees and agents (collectively, the
107641,14 12
"Indemnitee" or "Indemnitees") from any and all damages, losses, liabilities (joint or several),
payments, obligations, penalties, claims, litigation, demands, defenses, judgments, suits,
proceedings, costs, disbursements or expenses (including, without limitation, fees, disbursements
and reasonable expenses of attorneys, accountants, and other professional advisors and of expert
witnesses and costs of investigation and preparation) of any kind or nature whatsoever
(collectively, the "Damages"), directly or indirectly resulting from, relating to or arising out of:
(a) the annexation of the Out Parcels and the Property; the acquisition of
the Out Parcels and the Property; the creation, organization, or operation of the
TIF; the creation or organization of the Sports Authority; or the operation of the
Sports Authority to the extent such operation relates, directly or indirectly, to the
Out Parcels or the Property;
(b) the design, installation, construction, development, operation, use,
occupancy, maintenance, or ownership of the Property, the Project or any Other
Facilities or the business of SMI or Operator, including, without limitation, any
Damages attributable to bodily injury, sickness, disease or death, to personal
injury, or to injury or destruction of property including loss of use resulting
therefrom;
(c) the formation, organization and operation of SMI or Operator;
(d) any breach of or inaccuracy in any representation or warranty made
or given by SMI or Operator or any of their agents, officers, or employees
contained in this Agreement, in any of the Collateral Agreements, or in any other
writings relating thereto;
(e) the issuance, offering, sale or delivery by the Sports Authority of the
Bonds or any documents or agreements executed in connection therewith that are
approved by Operator;
(f) any breach or non-performance, partial or total, by SMI or Operator
of any covenant or agreement of SMI or Operator contained in this Agreement
or in any of the Collateral Agreements; or
(g) any actual or threatened violation of or non-compliance with, or
remedial obligation arising under, any federal or state environmental laws arising
from any event, condition, circumstance, activity, practice, incident, action or
plan relating in any way to the Property, the Project, the Other Facilities or the
business of SMI or Operator.
5.4.2 Indemnification Procedures. In case any claim shall be brought or, to the
any
knowledge of Indemnitee, threatened against any Indemnitee in respect of which indemnity
9 1 -
may be sought against Operator, such Indemnitee shall promptly notify Operator in writing;
provided, however, that any failure so to notify shall not relieve Operator of its obligations
under Section 5.4.1 unless (i) such failure so to notify precludes Operator's investigation and
defense of such claim as a matter of law, and (ii) Operator does not otherwise have knowledge,
either actual or constructive, of such claim. Operator shall have the right (and obligation,
10'641.14 13
subject to the terms below) to assume the investigation and defense of all claims, including the
employment of counsel and the payment of all expenses. Each Indemnitee shall have the right
to employ separate counsel in any such action and participate in the investigation and defense
thereof, but the fees and expenses of such counsel shall be paid by such Indemnitee unless (i)
the employment of such counsel has been specifically authorized by Operator, in writing, (ii)
Operator has failed after receipt of notice of such claim to assume the defense and to employ
counsel, or (iii) the named parties to any such action (including any impleaded parties) include
both an Indemnitee and SMI or Operator, and the Indemnitee, after consultation with its counsel,
reasonably believes that there may be one or more legal defenses available to it which are
different from or additional to those available to Operator (in which case, if such Indemnitee
notifies Operator in writing that it elects to employ separate counsel at Operator's expense,
Operator shall not have the right to assume the defense of the action on behalf of such
Indemnitee; provided, however, that Operator shall not, in connection with any one action or
separate but substantially similar or related actions in the same jurisdiction arising out of the
same general allegation or circumstances, be liable for the reasonable fees and expenses of more
than one separate firm of attorneys for the Indemnitee, which firm shall be designated in writing
by the Indemnitees). Each Indemnitee shall cooperate with Operator in the defense of any action
or claim. Operator shall not be liable for any settlement of any action or claim without
Operator's consent, but if any such action or claim is settled with the consent of Operator or
there be final judgment or agreement for the plaintiff in any such action or with respect to any
such claim, Operator shall indemnify and hold harmless the Indemnitees from and against any
Damages by reason of such settlement or judgment as provided in Section 5.4.1.
5.4.3 Negligence of Indemnitee. THIS INDEMNIFICATION REMAINS IN FULL
FORCE AND EFFECT EVEN IF ANY CLAIM DIRECTLY OR INDIRECTLY RESULTS
FROM, ARISES OUT OF, OR RELATES TO OR IS ASSERTED TO HAVE RESULTED
FROM, ARISEN OUT OF, OR RELATED TO THE SOLE NEGLIGENCE OR
CONCURRENT NEGLIGENCE OF AN INDEMNITEE. THE ONLY CIRCUMSTANCES
UNDER WHICH THIS INDEMNITY SHALL NOT APPLY SHALL BE IN CONNECTION
WITH LIABILITIES ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OF AN
INDEMNITEE.
5.4.4 Project Insurance Coverages. The Lease shall provide that on and as of the date
of transfer of the Property and the Project to the Sports Authority, as herein required, Operator
shall have obtained, and shall have in full force and effect, insurance coverages relating to the
Project and its properties, and the ownership and operation thereof, of types and in amounts
normally and customarily carried on or with respect to properties and activities of the types
included as part of the Project and its operations and to secure the indemnity provided in Section
5.4 hereof, including without limitation, coverage insuring against fire, property and casualty
damage and comprehensive general liability. Further, such insurance shall name the Sports
Authority as owner and lessor of the Property and the Project, as an insured party, the Operator
as lessee of the Property and the Project, and the City, and its offices and employees, as
additional insureds.
5.4.4.1 Operator's Personal Property Insurance. The Lease shall provide that
any insurance policy covering Operator's or its contractors' or subcontractors' equipment or
personal property against loss by physical damage shall include an endorsement waiving the
insurer's right of subrogation against the Indemnitees. Such insurance shall be Operator's and
tn tn
107641,14 14
its contractors' and/or subcontractors' sole and complete means of recovery for any such loss.
SHOULD OPERATOR OR ITS CONTRACTORS OR SUBCONTRACTORS CHOOSE TO
SELF INSURE THIS RISK, IT IS EXPRESSLY AGREED THAT OPERATOR AND ITS
CONTRACTORS AND SUBCONTRACTORS HEREBY WAIVE ANY CLAIM FOR
DAMAGE OR LOSS TO SAID EQUIPMENT OR PROPERTY IN FAVOR OF THE
INDEMNITEES, EVEN IF SUCH DAMAGE OR LOSS IS CAUSED IN WHOLE OR IN
PART BY THE NEGLIGENCE OF ANY INDEMNITEE.
5.4.4.2 Evidence of Insurance. The Lease shall require Operator to provide evidence
of the insurance coverage required under this Section 5.4.4, represented by Certificates of
Insurance issued by the insurance carrier, must be furnished to Sports Authority. Certificates
of Insurance shall specify the additional insured status required above as well as the waivers of
subrogation. Operator shall provide to Sports Authority a certified copy of any and all
applicable insurance policies upon request of Sports Authority. Timely renewal certificates will
be provided to Sports Authority as the coverage renews.
5.4.4.3 RELEASE AND WAIVER. OPERATOR HEREBY RELEASES,AND
SHALL CAUSE ITS INSURERS, CONTRACTORS, THEIR SUBCONTRACTORS, AND
EACH OF THEIR RESPECTIVE INSURERS TO RELEASE, THE INDEMNITEES
FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION WHATSOEVER THAT
OPERATOR, ITS INSURERS, ITS CONTRACTORS, THEIR SUBCONTRACTORS,
AND/OR ANY OF THEIR RESPECTIVE INSURERS MIGHT OTHERWISE POSSESS
RESULTING IN OR FROM OR IN ANY WAY CONNECTED WITH ANY LOSS
COVERED OR WHICH SHOULD HAVE BEEN COVERED BY INSURANCE,
INCLUDING THE DEDUCTIBLE PORTION THEREOF, MAINTAINED AND/OR
REQUIRED TO BE MAINTAINED BY OPERATOR AND/OR ITS CONTRACTORS OR
THEIR SUBCONTRACTORS PURSUANT TO THIS AGREEMENT, EVEN IF SUCH
CLAIMS OR CAUSES OF ACTION ARE CAUSED IN WHOLE OR IN PART BY THE
NEGLIGENCE OF ANY INDEMNITEE.
5.4.5 Survival; Right to Enforce. The provisions of this Section 5.4 shall
survive the termination of this Agreement. In the event of failure by Operator to observe the
covenants, conditions and agreements contained in this Section 5.4, any Indenmitee may take
any action at law or in equity to collect amounts then due and thereafter to become due, or to
enforce performance and observance of any obligation, agreement or covenant of Operator under
this Section 5.4. The obligations of Operator under this Section 5.4 shall not be affected by any
assignment or other transfer by the Sports Authority or the City of their respective rights, titles
or interests under this Agreement and will continue to inure to the benefit of the Indemnitees
after any such transfer. The provisions of this Section 5.4 shall be cumulative with and in
addition to any other agreement by SMI and/or Operator to indemnify any Indemnitee.
5.5 Employment. To the extent permitted by law, Operator shall give preference to
the residents of the City in employment at the Project and the Other Facilities.
5.6 M/WBE Policv. The Operator shall take reasonable steps to comply with the
City's minority and women business enterprise policy as set forth in Ordinance No. 119233
adopted by the City Council of the City of Fort Worth on April 18, 1995 (the "Ordinance").
10764L14 15
"Reasonable steps" shall include at a minimum a written policy by the Operator outlining
the Operator's hiring policy, purchasing procedures, and affirmative outreach program, (i.e.,
publicly advertising or likewise making known the contracting opportunities). Said policy shall
be filed with the Sports Authority Board prior to the issuance of Bonds by the Sports Authority
and thereafter shall be updated annually to reflect changes in market circumstances throughout
the life of the Lease. Upon Operator's failure to submit such reports or thereafter to adhere to
this requirement, the Sports Authority may withhold revenues that may be available to the
Operator under this Agreement until such time as the deficiencies are corrected.
5.7 Put. Operator shall grant to the Sports Authority an option to put the Project and
the Property to Operator (the "Put Option") at a price of$1.00 plus all outstanding obligations
of the Sports Authority, and Operator shall be obligated to accept such conveyance upon (i)
occurrence of a material breach under this Agreement, the Lease or any of the Collateral
Agreements, (ii) the expiration of the Lease's term, or (iii) the payment or extinguishment of
all obligations under the Bonds; provided, however, to exercise the Put Option, the Sports
Authority must give notice of its exercise, as the case may be, (i) no later than ninety (90) days
after having actual knowledge of such breach, (ii) at least ninety (90) days prior to the expiration
of the Lease's term, or (iii) no later than ninety (90) days after the payment or extinguishment
of all obligations under the Bonds. The Sports Authority's election not to exercise the Put
Option upon the occurrence of one of the foregoing events shall not prejudice or constitute a
waiver of its right to exercise the Put Option thereafter as set forth above.
5.8 North Texas Commission. The City shall reasonably cooperate with Operator
in requesting that the North Texas Commission and its members utilize an aggregate of$500,000
per year for five years of HOT as directed by Operator to advertise the Facilities and the City.
5.9 Sales Taxes on Construction. The City and the Sports Authority shall cooperate
with Operator, at Operator's expense, to seek an advanced determination from the Comptroller
of Public Accounts as to whether the cost of constructing and equipping the Project is exempt
from state and local sales taxes.
5.10 Name. If the name of the Superspeedway is to contain the name of or reference
to a County or to a City other than Fort Worth, then the City shall have the exclusive right to
veto the use of such name.
5.11 Default. The Lease shall contain default provisions mutually acceptable to the
Sports Authority and the Operator.
5.12 Guaranty by SMI. SMI hereby agrees to and does hereby guaranty each and
every obligation of the Operator under the Master Agreement, as amended hereby, including
without limitation Operator's obligations under Section 5.4 hereof.
V1.
MISCELLANEOUS
6.1 Further Agreements. The City, the Sports Authority, and Operator agree to
complete as soon as practicable following the execution of this Agreement all documentation
107641.14 16
necessary, appropriate or desirable to carry out the transactions agreed to by the parties in this
Agreement, including without limitation the Collateral Agreements.
6.2 Notices. Any notices or other communications required or desired to be given
to the other party hereto shall be given in writing and delivered by courier, overnight delivery
service, facsimile transaction or through the U.S. postal service, postage prepaid and by certified
mail, return receipt requested, at the following addresses:
To the City: City of Fort Worth
1000 Throckmorton
Fort Worth, TX 76102
Attention: Bob Terrell
With a copy to: Kelly, Hart & Hallman
201 Main Street, Suite 2500
Fort Worth, TX 76102
Attention: Dan Settle, Jr.
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, 9th Floor
Dallas, TX 75201
Attention: Jeffrey A. Leuschel, Esq.
To the Sports Authority: FW Sports Authority
1000 Throckmorton
Fort Worth, TX 76102
Attention: Tom Higgins
With copy to: Kelly, Hart & Hallman
201 Main Street, Suite 2500
Fort Worth, TX 76102
Attention: Dan Settle, Jr.
McCall, Parkhurst & Horton L.P.
717 North Harwood, 9th Floor
Dallas, TX 75201
Attention: Jeffrey A. Leuschel, Esq.
To Operator or to SMI: Texas Motor Speedway
c/o Speedway Motor Sports, Inc.
P.0 Box 18747
Charlotte, North Carolina 28218
Smith Tower, Highway 29
Concord, North Carolina 28026
Attention: C. Bruton Smith
1070,41 14 17
With copy to: Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201-2975
Attention: Mark M. Stetler
6.3 Binding Agreement. This Agreement is intended to be and shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. Each
party hereto is relying, as a material inducement to making the agreements made herein by the
respective parties, on the representation by the other party that this is a binding and enforceable
agreement.
6.4 Invalidity. Should any provision of this Agreement be held to be invalid, illegal
or unenforceable for any reason, such invalidity, illegality or unenforceability shall in no way
affect or diminish the other provisions of this Agreement.
6.5 Governint! Law. This Agreement and substantially all of the transactions
contemplated herein and to be consummated pursuant hereto are performable in Tarrant County,
Texas, and shall be governed by the laws of the State of Texas, and the parties agree that venue
for any proceedings brought to determine the rights of the parties hereunder shall be in a court
of competent jurisdiction in Tarrant County, Texas.
6.6 HeadinLws. The headings and captions in this Agreement are for convenience only
and shall in no way amend, modify or in any way affect the substance of this Agreement.
6.7 No Joint Venture. Nothing contained in this Agreement or the Collateral
Agreements between SMI, Operator, the City, or the Sports Authority is intended by the parties
to create a partnership or joint venture between the parties, and any implication to the contrary
is hereby expressly disavowed. It is understood and agreed that this Agreement does not create
a joint enterprise, nor does it appoint either party as an agent of the other for any purpose
whatsoever.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives as of the day and year hereinabove written.
CITY OF FORT,WORTU, TEXAS
By V-
City Manager
ATTEST:
City Secretary
[SEA!-]
107641,14 18
APPROVED AS TO FORM:-.
By,._
City Attorney
FW SPORTS UTHORITY, INC.
By: __..
President, Board of Directors
TEXAS MOTOR SPEEDWAY, INC.
By
O, Brutcni Smith, President
SPEEDWAY MO�TORSPORTS, INC.
x
r
By r
O. Bruton Smith, President
10764 _14 19
EXHIBIT A TO MASTER AGREEMENT
PROPERTY OPSCRIPTION
BEING a tract of land and being all of the C. HAYDEN SURVEY, Abstract No.
1662, and the N, PETERSON SURVEY, Abstract No. 1665, and being
portions of the G. CARDING S SURVEY, Abstract No. 215, the H.
ANDERSON SURVEY,Abstract No.25,the J.SMITH SURVEY Abstract No.
1149, thp H. COOK SURVEY Abstract No. 310, the L.E. OLSON SURVEY,
Abstract No. 1663, the J. ARNOLD SURVEY Abstract No. 1659, and the
B.B.B. & C. RAILROAD 00, SURVEY, Abstract No. 189 all in Denton
County, Texas and being all of those tracts designated as tracts III, IV, and
V1, and parts of tracts 1, It and V, as described in deed to Hillwood/1 14 &
1-35 Ltd. recorded inr Volume 2470 Page 696, Deed Records of Denton
County, Texas and all being that same 950.00 acre tract of land as
described in deed to Charlotte Motor Speedway by Document No,
95R0066168 dated October 20, 1995, Deed and Records,of Denton County
4s
Ttx&ind being moot: particularly described by metes and boundt as
follows:
BEGINNING at a 7/8 inch steel rod at the base of a leaning 7/8 inch steel rod, the
Northeast corner of said Peterson Survey, and a re-entrant corner of said
Olson Survey, also being an angle point in a North line of said tract 1.
THENCE South 89 degrees 04 minutes 03 seconds East, and passing the
Southwest Corner of the A.M. Gualtney Survey, Abstract No. 500, which is
the Southwest corner of that certain First Tract deeded to Herman Mitchell
by deed recorded in Volume 357 Page 214, Deed Records of Denton
County, Texas and continuing with the South line of said Gualtney Survey
and said Mitchell Tract and with a North line of said Olson Survey, passing
at a distance 1696.93 a 7/8 inch steel rod, continuing in all a distance of
1746.93 feet to a 5/8 inch steel rod in asphalt in Harmonson Road, the
Northeast corner of said Olson Survey, and said tract I and the Southeast
corner of said Gualtney Survey and said Mitchell tract.
THENCE North 00 degrees 05 minutes 22 seconds West, with the common line
between said Gualtney Survey and the before mentioned Cook Survey,
and with Harmonson Road, a distance cif 2671.59 feet to a 1/2 steel rod
the Northwest corner of said tract 11.
THENCE South 89 degrees 27 minutes 24 seconds East, and passing the
Southwest corner of that certain tract described in deed recorded in
Volume 795, Page 834 Deed Records of Denton County, Texas.
Continuing With its South line and the North line of said tract 11, in all a
distance of 1733.45 feet to a 5/8 inch Huitt-Zollars capped steel rod about
a feet south of an old wire fence.
THENCE South 55 degrees 12 minutes 02 seconds East, a distance of 1901.02 feet
to a 5/8 inch Huitt-Zollars capped steel rod in the Northwesterly right-of-
way of Interstate Highway No, 35W, (a variable width public right--of-way).
4',h�i L9961 t�-,A L 4,I'd
THENCE with the Northwesterly right-of-way of Interstate 85W, and generally with a
wire fence the following courses and distances.-
South 34 degrees 44 minutes 07 seconds West, a distance of 325.99 foot
to a concrete highway monument.
South 29 degrees 17 minutes 13 seconds West, a distance of 99.76 feet
to a concrete monument.
South 34 degrees 30 minutes 16 seconds West, a distance of 127.15 feet
to a concrete monument.
South 34 degrees 36 minutes 33 seconds West, a distance of 628.30 feet
to a concrete monument.
South 37 degrees 57 minutes 42 seconds West, passing at a distance of
1519.26 feet a concrete monument, the most Southerly corner of before
mentioned tract 11, 0.5 feet South of a railroad tie fence corner, the end of
said fence, continuing in all a distance of 3036.33 feet to a 5/8 inch Huitt-
Zollars capped steel rod.
South 43 degrees 39 minutes 27 seconds West, a distance of 1006.48 feet
to a 5/8 inch Huitt-Zollars capped steel rod.
South 37 degrees 57 minutes 42 seconds West, a distance of 92.03 feet
to a P.K. nail in asphalt, in Harmonson Road, the South corner of before
mentioned tract Ill.
THENCE leaving said right-of-way, North 00 degrees 10 minutes 05 seconds West,
with Harmonson Road, a distance. of 1505.94 feet to a 5/8 inch steel rod
in asphalt, the Northeast corner of said J. Arnold Survey, the Southeast
corner of said Olson Survey, in the West line of said B.B.B.& C. Railroad
Co, Survey and being the most Easterly Southeast corner of said Tract 1.
THENCE North 89 degrees 10 minutes 56 seconds West, with the common line
between said Olson and Arnold Surveys,and with a South line of said tract
1, a distance of 22.83 feet to a point at or near the West [inn of said Road_
THENCE South 00 degrees 10 minutes 05 seconds East, with or near the West line
of Harmonson Road, 1-535,41 feet to a 5/8 inch Huitt-Zollars capped steel
rod at the Southeast base of a destroyed concrete highway monument in
the Northwesterly right-of-way of Interstate Highway 35W.
THENCE South 37 degrees 57 minutes 42 seconds West, with said right-of-way
1602,71 feet to a concrete highway monument at the intersection of the
Northwesterly right•of-way of Interstate 35W with the North line of State
Highway No. 114, (a 100 foot wide public right-of-way).
THENCE North 89 degrees 12 minutes 43 seconds West, with the North line of
Highway No. 114, a distance of 1456,54 feet to a 5/6 inch capped Huitt-
Zollars capped steel rod, the Southwest corner of before mentioned tract
IV, in the West line of Said Arnold Survey and the East line of the A.G.
Peterson Survey Abstract No.1664.
THENCE North 00 degrees 00 minutes 44 seconds East, with the common line
between said Surveys a distance of 138816 feet to a 7/8 steel rod, the
Northeast corner of said A.C. Peterson survey, the Southeast corner of
said N. Peterson Survey and the most southerly Southeast oolno., of
before mentioned Tract 1.
THENCE North 89 degrees 11 minutes 25 seconds West, with the common line
beh,veen said Peterson Surveys, a distance of 2468.80 feet to a 7/8 inch
steel rod the Southwest corner of said N. Peterson Survey, the Northwest
corner of said A.G. Peterson survey in an East line of the before mentioned
Smith Survey, and a Southwest corner of said Tract 1.
THENCE North 00 degrees 33 minutes 21 seconds East, generally with a wire fence,
a distance of 824.34 feet to a 7/8 inch steel rod a the base of a steel fence
post, a re-entrant corner of said Tract 1.
THr-NCG North 89 degrees 13 minutes 39 seconds West, generally with a wire
fence, a distance of.l 064,23 feet to a 7/8 inch steel rod at the base of a
steel fence post, a Southwest corner of said Tract 1.
THENCE North 00 degrees 20 minutes 44 seconds East, generally with a wire fence,
a distance of 1083.48 feet to a 7/8 inch steel rod 0.6 feet North of an old
wood fence corner, a re-entrant corner of said Tract 1.
THENCE North 89 degrees 21 minutes 10 seconds West, generally with a wire
fence, a distance of 606.04 feet to a 7/8 inch steel rod 0.5 feet North of a
steel fence, corner, a Southwest corner of said Tract 1.
THENCE North 00 degrees 08 minutes 14 seconds East, generally with a wire fence,
at a distance of 1193 feet an old wood fence corner bears east 2 feet, in
all a distance of 2583.17 feet to a 7/8 inch steel rod at the East base of an
old wood fence corner, a re-entrant corner of said Tract 1.
THENCE North 63 degrees 18 minutes 02 seconds East, a distance of 3201.84 feet
to a 5/8 inch Huitt-Zollars steel capped rod at the beginning of a curve to
the right whose radius is 900.00 feet and whose chord bears South 73
degrees 26 minutes 36 seconds East, 1233.47 feet.
THENCE in an Easterly direction with said curve through a central angle of 86
degrees 30 minutes 45 seconds, an arc distance of 1358.93 feet to a 5/8
inch Huitt-Zollars capped steel rod at the beginning of a curve to the left
whose radius is 900,00 feet and whose-chord bears South 59 degrees 52
minutes 40 seconds East, 891.58 feet.
THENCE in an Easterly direction with said curve through a central angle of 59
degrees 22 minutes 54 seconds, an arc distance of 932.77 feet to a 5/8
inch Huitt- Zollars capped steel rod at the South base. of an old wood
fence corner in the North line of the before mentioned Hayden Survey and
the South line of said H. Anderson survey.
THENCE South 69 degrees 34 minutes 07 seconds East, with said Survey line, and
generally with an old wire fence, a distance of 75.19 feet to an old wood
fence corner, the Northeast corner of said Hayden Survey, the Northwest
corner of said Gualtney Survey in the South line of said Anderson Survey.
THENCE South 00 dogroas 08 minutes 08 seconds Cast, passing the Northwest
corner of Country Lane Subdivision, a Subdivision to Denton County,
re--oordod in cabirmt D, rago 04P- in the Pint nccord� off Denton County,
Texas, and continuing with its West line, generally with a wire fence, in all
a distance, of 1350,4$feet to a Wood fence corner, a re-entrant Corner of
said Subdivision.
THENCE with the West lines of said Subdivision, the following courses and
distances: North 69 degrees 16 minutes 06 seconds West, a distance of
15.20 feet to a 5/8 inch Huitt-Zollars capped steel rod I foot North of a
railroad tie fence corner. South 00 degrees 51 minutes 20 seconds West,
a distance of 324.90r feet to a 1/2 inch steel rod -17 feet bast of a wire
fence.
South 16 degrees 39 minutes 07 seconds West, a distance of 61.01 fee to
a 5/8 inch Huitt-Zollars capped steel rod 2.6 feet North and 3 feet East of
a fence corner.
South 01 degrees 17 minutes 52 seconds West, a distance of 322.79 feet
to a 5/8 inch Huitt-Zollars capped steel rod 3 feet East and 9 feet South of
a fence corner. North 89 degrees 10 minutes 35 seconds West, a distance
of 64.04 feet to a 6/6 inch Huift-Zollars capped steel rod 7 feet South and
2 feet East of a fence corner. South 01 degrees 27 minutes 49 seconds
West, a distance of 296.71 feet to a 1/2 inch steel rod 2.5 feet East of a
fence.
South 35 degrees 50 minutes 56 seconds West, a distance of 73,00 feet
to a 1/2 inch steel rod 4.4 feet Northeast of a fence corner.
South 88 degrees 56 minutes 40 seconds East, with the South line of
OuwiLty Utim: Giit.Av (o 00 ftjvt vvidt;; yulilit.; tiyhL-uf-way), cl ji�lom;v Uf
93.90 feet to a 1/2 inch steel rod.
South 15 degrees 02 minutes 59 seconds West, 205.20 feet to a 5/8 inch
Huitt-Zollars capped steel rod 5 feet east of a fence, said iron lying in the
North line of said N. Peterson Survey and a South line of said L.E. Olson
Survey.
THENCE leaving the West lines of Country Lane Subdivision, South 89 degrees 00
minutes 00 seconds East, with the common line between said Peterson
and Olson Surveys, and with a North line of said Tract 1, a distance of
45.55 foot to the POINT OF BEGINNING and embracing 950,00 acres of
land.
SAVE AND EXCEPT an 8.80 acre tract of land described as follows:
BEING a tract of land situated in the J. Arnold Survey Abstract No. 1659, and the
N. Peterson Survey Abstract No. 1665,in Denton County Texas, and being
a part of the certain tracts designated as tracts I and IV, as described in
deed to Hillwood/1 14 1-35 Ltd, recorded In Volume 2470, Page 696, Deed
Records of Denton County Texas, more particularly described by metes
and bounds as follows:
COMMENCING at a 5/8 inch Huitt-Zollars capped steel rod on the North line of State
Highway 114, being the Southwest comer of said Tract IV, in the west line
of said Arnold Survey; THENCE, South 69 degrees 12 minutes 43
seconds East with the North line of said highway and the South line of
said Tract IV a distance of 75.01 feet to a point; THENCE, North a)
degrees 00 minutes 44 seconds East, a distance of 1,490.25 feet to the
beginning of a curve to the right whose radius is 300,00 feet; THENCE, in
a Northeasterly direction with said curve through a central angle of op
degrees 44 minutes 54 seconds, a distance of 14.39 feet; THENCE, North
89 degrees 59 minutes 16 seconds West, a distance of 24.51 feet to the
POINT OF BEGINNING of this tract herein described;
THENCE North 89 degrees 11 minutes 25 seconds West, a distance of 120,09 feet
to a point;
THENCE North 30 degrees 53 minutes 37 seconds West, a distance of 691.75 feet
to a point lying on a curve to the left whose radius is 1046.45 feet and
whose chord bears North 43 degrees 01 minutes 30 seconds East, 578,74
feet;
THENCE in a Northeasterly direction with said curve through a central angle of 32
degrees 09 minutes 46 seconds, a distance of 587.42 feet to a point-,
THENCE South 63 degrees 03 minutes 23 seconds East, a distance of 341.11 feet
to a point on the Easterly line of a 50 foot wide Mobil pipeline easement
recorded in Volume 3087, Page 447, Dead Records of Denton County,
Texas;
THENCE South 15 degrees 02 minutes 15 seconds West, with the Easterly line of
said easement, a distance of 823.36 feet to the beginning of a curve to the
left whose radius is 324.50 feet and whose chord bears South 08 degrees
49 minutes 33 seconds West, 70.23 feet;
THENCE in a Southerly direction with said curve, through a central angle of 12
degrees 25 minutes 28 seconds, a distance of 70.37 feet to the POINT OP
BEGINNING and embracing 383,474 Square Feet or 8.80 Acres of Land.
ACCESS AND U11LITY EASEMENT DESCRIPTION
TEXAS MOTOR SPEEDWAY
BEING a 49.00 foot wide strip of land situated in the J.Arnold Survey Abstract No.
1659, and the N. Peterson Survey Abstract No, 1665, in Denton County,
Texas, and being a part of the certain tracts designated as Tracts I and IV,
as described in deed to Hillwood/i 141-35 Ltd. recorded in Volume 2470,
Page 606, Deed Records of Denton County Texas, the centerline of said
49 foot strip is more particularly described by metes and bounds as
follows,
COMMENCING at a 5/8 inch Huitt-Zollars capped steel rod on the North line of State
Highway 114, being the Southwest corner of said tract IV, in the West line
of said Arnold Survey; THENCE, South 89 degrees 12 minutes 43
seconds East with the North line of said highway and the South line of
said Tract IV a distance of 75.01 feet to the POINT OF BEGINNING of the
centerline herein described;
THENCE North 00 degrees 00 minutes 44 seconds Nast, a distance of 1490.25 feet
to the beginning of a curve to the right whose radius is 300-00 feet and
whose chord bears North 07 degrees 31 minutes 30 seconds East, 78.45
feet;
THENCE in a Northeasterly direction with said curve through a central angle of 15
degrees 01 minutes 31 seconds, a distance of 78.67 feet to a point, at
right angles 49.50 Southeasterly from the centerline of a 50 foot wide Mobil
pipeline easement recorded in Volume 3087, Page 447, Deed Records of
Denton County Texas;
THENCE North 15 degrees 02 minutes 15 seconds East,49.50 feet Southeasterly
from and parallel to the centerline of said pipeline easement, a distance of
823.36 feet to the end of the centerline herein described;
L=5aT.42
CH= NA3001130"E
579.74
50, MOBIL PCP il-INE EASI: MiNT
VOL,<308 , PC. 447
8.80 ACR S
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=78.67
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FOPT WORTH, iEX 5 706102-3S22
��NIGI ,IFERING/ARCMILCTURE (al7)335-3000/W7TP0 42h-1291
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CNDORSHT.[)Gti
EXHIBIT C TO MASTER AGREEMENT
ESCROW AGREEMENT
This Escrow Agreement dated and effective as of the day of
, 1996 among Texas Motor Speedway, Inc. ("Depositor"), FW
Sports Authority, Inc. ("Other Party"), and Rattikin Title Company, as escrow agent hereunder
(in such capacity, the "Agent").
WITNESSETH:
IN CONSIDERATION of the covenants and agreements herein contained, and for other
good, fair and valuable considerations and reasonably equivalent value, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, Agent, Depositor and the
Other Party do agree as follows, intending to be legally bound:
Section 1. CERTAIN RULES OF CONSTRUCTION AND DEFINED TERMS. For all
purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(a) All Persons and entities defined or mentioned herein as parties hereto or to the other
agreements, instruments, documents and the like mentioned herein shall include, as applicable,
each and all of their respective heirs, legal representatives, successors and assigns.
(b) All references to agreements, instruments, documents and the like herein shall mean
and include all amendments, supplements and modifications thereto and restatements thereof and
substitutions therefor, as such agreements, instruments, documents and the like are so amended,
supplemented, modified or restated in accordance with their respective terms.
(c) The words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Section or other subdivision.
(d) All headings used in this Agreement are for the convenience of the parties only and
shall not be used in construing the meaning or intent of the terms and provisions hereof.
(e) The following terms shall have the respective meanings set forth or referred to below
in this Section. Except where the context otherwise requires, words importing the singular
number shall include the plural and vice versa.
"Ai4ent" shall have the meaning assigned to such term in the preamble to this Agreement.
"Business Day" shall mean any day on which banks are open for general banking
business in the State of Texas, other than a Saturday, a Sunday, a legal holiday or any other day
on which banks in the State of Texas are required or authorized by law or executive order to
close.
92799,7
"Condition" shall mean the delivery to and receipt by an officer of Agent at Agent's
Office, during Agent's business hours on a Business Day of a written statement from the Other
Party of the amount of Expenses then due the Other Party, together with copies of any invoices
for such Expenses, and stating that the Depositor has not previously paid the Other Party for
such Expenses.
"Consultant" shall have the meaning assigned to such term in Section 3.3(b) of the
Master Agreement.
"Depositor" shall have the meaning assigned to such term in the preamble to this
Agreement.
"Enenses" shall mean all costs payable by Depositor under Section 3.3(b) of the Master
Agreement.
"Master Aa
-reement" shall mean that certain Master Agreement Regarding Superspeedway
Complex Development by and among the City of Fort Worth, Texas, FW Sports Authority, Inc.,
and Texas Motor Speedway, Inc., a copy of which is attached hereto as Exhibit A.
"Other Pa shall have the meaning assigned to such term in the preamble to this
Agreement.
"Out Parcels" shall have the meaning assigned to such term in Section 3.3(b) of the
Master Agreement.
"Person" shall mean any individual, corporation, trust, unincorporated organization,
governmental authority or any other form of entity.
"Permitted Investments" shall mean investments in mutual funds investing exclusively in
tax-exempt municipal bonds and cash investments, all such invested funds and cash to be
available for withdrawal without penalty upon two (2) Business Days' notice.
"Property" shall mean the $3,250,000.00 cash deposit to be made by Depositor on the
date hereof together with future deposits made from time to time by Depositor as may be
required by the terms hereof and of Section 3,3(b) of the Master Agreement, together with all
investments thereof, income therefrom and earnings thereon.
Section 2, DEPOSIT IN ESCROW. Depositor will deliver to Agent the Property to be
held by Agent in escrow pursuant to the provisions of this Agreement, and Depositor shall make
such future deposits as may be required from time to time to pay Expenses and to maintain the
market value of the Property held in escrow at the level required hereunder.
w
Section 3. ESCROW INSTRUCTIONS. Agent is hereby authorized and instructed to
deliver, from time to time, the Property in an amount sufficient to pay Expenses to the Other
Party or at the direction of the Other Party upon strict compliance with the Condition. Upon
the Other Party's satisfaction of the Condition, the Escrow Agent shall deliver the Property to
the Other Party or pursuant to the direction of the Other Party without necessity of any action
9219().7 2
by or consent from Depositor. Any Property remaining on deposit with Agent after acquisition
of all of the Out Parcels and payment of all expenses associated therewith shall be distributed
to Depositor pursuant to written directions from the Other Party.
Section 4. INVESTMENT OF FUNDS HELD BY AGENT. Pending distribution, all
collected and available funds held by Agent pursuant to this Agreement shall be invested in
Permitted Investments at the written direction of the Depositor.
Section 5. CONCERNING THE AGENT. (a) All parties acknowledge and agree that
Agent is acting solely and exclusively as a depository hereunder. Agent shall have no liability
to any Person in acting upon any written notice, request, waiver, consent, certificate, receipt,
authorization, or other paper or document which Agent believes to be genuine and what it
purports to be.
(b) Agent shall not be liable to any Person for anything which it may do or refrain from
doing in connection with this Agreement, including Agent's own negligence, but excluding
Agent's own gross negligence or willful misconduct.
(c) Agent may confer with legal counsel in the event of any dispute or question as to the
construction of any of the provisions hereof, or its duties hereunder, and it shall incur no
liability and it shall be fully protected in acting in accordance with the opinions of such counsel.
(d) In the event of any conflicting or inconsistent claims or demands being made in
connection with the subject matter of this Agreement, or in the event that Agent is in doubt as
to what action it should take hereunder, Agent may, at its option, refuse to comply with any
claims or demands on it, or refuse to take any other action hereunder so long as such
disagreement continues or such doubt exists, and in any such event, Agent shall not be or
become liable in any way or to any person for its failure or refusal to act, and Agent shall be
entitled to continue to refrain from acting until (i) the rights of all parties have been fully and
finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been
settled and all doubt resolved by agreement among all of the interested Persons, and Agent shall
have been notified thereof in writing signed by all such Persons. In addition to the foregoing
rights, in the event Agent has any doubt as to the course of action it should take under this
Agreement, Agent is hereby authorized to petition any District Court of Tarrant County, Texas
or the United States District Court of the Northern District of Texas for instructions or to
interplead the funds or assets so held (including the Property and any investments) into such
court. The parties agree to the jurisdiction of either of said courts over their persons as well as
the Property, waive personal service of process, and agree that service of process by certified
or registered mail, return receipt requested, to the address set forth below each party's signature
to this Agreement shall constitute adequate service. To the extent permitted by law, each of the
parties hereby agree to indemnify and hold Agent harmless from any liability or losses
occasioned thereby and to pay any and all of its cost, expenses, and attorney's fees incurred in
any such action and agree that, on such petition or interpleader action, Agent, its servants,
agents, employees or officers will be relieved of further liability. Agent is hereby given a lien
upon, and security interest in, all Property in Agent's actual or constructive possession, and all
investment and reinvestment of such Property and the earnings thereon, to secure Agent's rights
to payment or reimbursement (or both) under this Agreement.
92'799,' 3
(e) Agent shall not be liable for anything which it may do or refrain from doing in
connection with this Agreement, except for its own negligence or willful misconduct.
(f) Agent may resign for any reason, upon 30 days written notice to the parties to the
Agreement. Upon expiration of such 30 days notice period, Agent may deliver all cash and other
property in its possession under this Agreement to any successor escrow agent appointed jointly
by Depositor and the Other Party, or if no successor escrow agent has been so appointed, to any
court of competent jurisdiction in Tarrant County, Texas. Upon either such delivery, Agent shall
be released from any and all liability under this Agreement. A termination under this paragraph
shall in no way discharge clauses (d), (e) and (g) of this Section 5 affecting reimbursement of
expenses, indemnity and fees.
(g) Contemporaneously with the execution of this Agreement, Depositor shall pay to
Agent a base fee which fee shall be deemed fully earned immediately, regardless of the actual
length of time during which this Agreement is effective. In addition, Depositor agrees to pay to
Agent the fees based on a fee schedule attached hereto as Exhibit B fees for the services
rendered by it pursuant to the provisions of this Agreement and will reimburse Agent for its
reasonable expenses, including reasonable attorney's fees, incurred in connection with the
performance by it of such services (to the extent Agent needs to consult an attorney under the
terms of this Section 5).
(h) It is strictly understood that Agent has no duty to disburse any funds to any Person
until such funds have been collected by Agent and those funds are available.
Section 6. MISCELLANEOUS.
(a) All notices and communications hereunder shall be in writing, and shall be deemed
to be duly given if sent registered or certified mail, return receipt requested, to the address set
forth below the signature of the party to receive such notice. Any party to this Agreement may,
from time to time, change its address for notices by giving written notice of such change to the
other parties hereto. Agent shall not be charged with knowledge of any fact, including but not
limited to performance or non-performance of any condition, unless it has actually received
written notice thereof from all of the parties hereto of their authorized representative clearly
referring to this Agreement.
(b) The rights created by this Agreement shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors and assigns of each of the parties hereto.
(c) This Agreement shall be construed and enforced according to the laws of the State
of Texas.
(d) This Agreement shall terminate and Agent shall be discharged of all responsibility
hereunder at such time as Agent shall have completed its duties hereunder; provided, however,
Agent's rights to indemnity and to receive payment of its fees and expenses shall survive any
Zn
termination of this Agreement.
92799,77 4
(e) This Agreement may be executed in several counterparts, which taken together shall
constitute a single document.
(f) This Agreement constitutes the entire understanding and agreement of the parties
hereto with respect to the transactions described herein and supersedes all prior agreements of
understandings, written or oral, between the parties with respect thereto. There are no implied
duties under this Agreement. Agent's only duty is to act in accordance with specific written
instructions furnished by the parties to this Agreement.
(g) If any provision of this Agreement is declared by a court of competent jurisdiction
to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full
force and effect without being impaired or invalidated in any way.
Z:�
(h) Each of Depositor and Other Party shall provide Agent with a completed W-9 or W-8
indicating its Employer Identification Number as assigned by the Internal Revenue Service.
Additionally, each party shall complete and return to Agent any and all tax forms or reports
required to be maintained or obtained by Agent. All interest or other income earned under this
Agreement shall be allocated and paid as directed by and reported to the Internal Revenue
Z:1
Service as having been so allocated and paid.
(i) No amendment, modification or waiver of any provision of this Agreement nor
consent to any departure by any Person from the provisions hereof shall be effective in any event
unless the same shall be in writing and signed by each of Depositor, Other Party and Agent, and
then any such waiver or consent shall be effective only in the specific instance and purpose for
which given.
0) The following persons are authorized to direct Agent regarding any transactions to this
Agreement including, but not limited to, disbursements and investments authorized herein:
William R. Brooks, Depositor
Michael Groomer, Other Party
92799. 5
IN WITNESS WHEREOF, Depositor, Other Party and Agent have executed this
Agreement effective as of the day and year first above written.
TEXAS MOTOR SPEEDWAY, INC.
"Depositor"
Address:
P. O. Box 18747 By:
Charlotte, North Carolina 28218 Title: President and Chief Executive Officer
Smith Tower, Highway 29 Tax Identification Number: 56-1931-988
Concord, North Carolina 28026
FW SPORTS AUTHORITY, INC.
"Other Party"
Address:
1000 Throckmorton Street, 3rd Floor By:
Fort Worth, Texas 76102 Title:
Attn: Thomas M. Higgins Tax Identification Number: 3-01178-3219-3
RATTIKIN TITLE COMPANY
"Agent"
Address:
611 Throckmorton By:
Fort Worth, Texas 76102 Title:
92-99- 6
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04 Z'I'T DZnp @qDs
DATE !A)LNIHNT
9/30/2000 $2,027,475
9/30/2001 588,875
9/30/2002 587,230
9/30/2003 589,725
9/30/2004 591,200
9/30/2005 586,800
9/30/2006 591,300
9/30/2007 589,575
9/30/2008 586,725
9/30/2009 587,575
9/30/2010 586,950
9/30/2011 589,675
9/30/2012 590,525
9/30/2013 589,600
9/30/2014 586,950
9/30/2015 587,450
9/30/2016 590,825
9/30/2017 587,250
12,149-1 i
City of Fort Wortk Texas
Mayor and Council Communication
DATE REFERENCE NUMBER LoO NAME PAGE
04/23/96 C-142{l 12SPE1=D 1 of 1
SUBJECT APPROVE MASTER AGREEMENT WITH SPEEDWAY MOTORSPORTS, INC. AND FW
SPORTS AUTHORITY, INC.
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute the Master
Agreement for development of a superspeedway and related facilities with Speedway
Motorsports, Inc., and FW Sports Authority, Inc.
DISCUSSION:
On May 9, 1995, the Fort Worth City Council approved (M&C G-11083) the Memorandum of
Understanding between Speedway Motorsports, Inc., Denton County and the City of Fort Worth.
Article XXII of the Memorandum of Understanding provided that the parties would proceed to
negotiate a definitive agreement concerning the matters covered in the Memorandum of
Understanding. On April 18, 1996, Mr. O. Bruton Smith, President and CEO of Texas Motor
Speedway, Inc., signed the Master Agreement. The Master Agreement reflects the deletion of
Denton County as a party.
FISCAL INFORMATION/CERTIFICATION:
The Fiscal Services Director certifies that funds are available for this contract in the Water
Department's Commercial Paper Funds.
CB:f
Submitted for City Manager's FL'A'T} ACCC?UN T CENTER A'4 OCI T CITY SECRETARY
Office by. (to)
Mike Groomer 6140 APPROVED
Originating Department Head: C Y COUNCIL
Wade Adkins 7623 (Crows) APR 30 96
For Additional Information
Contact: City S�- 4tary of t h
City of rdrt Worth,Texas
David L. Yett 761x1
0 Printed on Recycled Paper