HomeMy WebLinkAboutResolution 98-110 additional wagering facility at old father innMARANA RESOLUTION NO. 98-110
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA,
APPROVING AN ADDITIONAL WAGERING FACILITY TO BE OPERATED BY TUCSON
GREYHOUND PARK A_ND MARSHA AND FRANK SILVERMAN, THE OWNERS AND
OPERATORS OF THE OLD FATHER INN, LOCATED AT 4080 WEST INA ROAD, MARANA,
ARIZONA, AND LOCATED WITHIN THE TOWN LIMITS OF THE TOWN OF MARANA.
WHEREAS, Marsha and Frank Silverman is the owner and operator of the establishment
known as the Old Father Inn, located at 4080 West Ina Road, Marana, Arizona; and
WHEREAS, Marsha and Frank Silverman and Tucson Greyhound Park wish to install an
additional wagering facility at the Old Father Inn; and
WHEREAS, pursuant to A.R.S. § 5-111 (A), an establishment requesting a permit from the
Arizona Racing Commission must first receive approval from the Town before the establishment
may handle wagering; and
WHEREAS, Tucson Greyhound Park has provided the Arizona Racing Commission with
notice that it wishes to install an additional wagering facility at the Old Father Inn; and
WHEREAS, a formal application will not be submitted to the Arizona Racing Commission
unless and until Marsha and Frank Silverman and Tucson Greyhound Park receive approval from
the Town Council of the Town of Marana; and
WHEREAS, the Town Council has determined that it is in the best interests of the Town and
its citizens that approval be granted to Marsha and Frank Silverman and Tucson Greyhound Park
to install an additional wagering facility at the Old Father Inn.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana
that approval is hereby given to Marsha and Frank Silverman and Tucson Greyhound Park to install
an additional wagering facility at the Old Father Inn located at 4080 West Ina Road, Marana,
Arizona.
Marana, Arizona Resolution No. 98-110 Page 1 of 2
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this
3rd day of November, 1998.
Mayor ORA MAE(HARN
ATTESTj/f?.~ .... -~-'~
Town Cle~k/fl
,._
APPPCO~¥ED AS TO FORM:
,,./D~aniel J. Hochuli
Town Attorney
lVlarana, Arizona Resolution No. 98-110 Page 2 of 2
NON-EXCLUSIVE
OFF TRACK BETTING PARLOR CONTRACT AND LEASE
This Agreement is a Non-Exclusive Agreement made the 27 day of October , 1991,
between Tucson Greyhound Park, Inc., an Arizona corporation (hereinafter referred to as the
"Track") and Old Father Inn (hereinafter referred to as the "Additional Facility") .
WHEREAS, the Track is licensed and authorized to conduct greyhound racing and pari-
mutuel wagering at the racetrack in Tucson, Arizona, known as Tucson Greyhound Park
(hereinafter referred to as the "TGP Facility") ; and
WHEREAS, the Additional Facility is a business establishment authorized by the laws
of Arizona to provide alcoholic beverages, food and entertainment for the benefit of its patrons in
Pima County and in the City or Town of Marana , Arizona; and
WHEREAS, the State of Arizona has authorized pari-mutuel wagenng at off-track
wagering sites; and
WHEREAS, the Track and the Additional Facility desire that the Track lease from the
Additional Facility an area within the Additional Facility to telecast audio and visual signals of
the racing at TGP Facility or other racetrack facilities to patrons of the Additional Facility for the
purposes of pari-mutuel wagering as authorized by the laws of the State of Arizona;
WHEREAS, the Track and the Additional Facility agree that this Non-Exclusive
Agreement will not take effect unless and until all of the approvals of the Track to telecast audio
and visual signals of the racing at the TGP Facility have been obtained from the Arizona
Department of Racing and Arizona Racing Commission.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
sufficiency of which is hereby acknowledged by both parties, the parties agree as follows:
1.0 Lease Bv Track Of Space Within Additional Facility
1.1 The Additional Facility hereby agrees to lease to the Track space for the storage
and operation of the TGP Facility Equipment and Pari-Mutuel Equipment (as
defined in Sections 2.1 (a) and 2.1 (b)) and the conducting of pari-mutuel
wagering. The leased space shall be within the Additional Facility and shall
encompass the areas and spaces indicated on Exhibit A attached hereto.
12 The Track hereby agrees to lease the areas and spaces as described in Section 1.1
of the Agreement and Exhibit A attached hereto.
1.3 Notwithstanding anything herein to the contrary, this Agreement shall not be
construed as a lease of the entire premises upon which the Additional Facility
operates its business, as an agreement for the Track to manage the Additional
Facility's business or as an assumption or guarantee of the lease between
Additional Facility and its landlord (if any) .
2.0 Eauioment and Services to be Provided bv the Track
2.1 The Track shall provide the following:
a) The equipment necessary (which shall be determined in the Track's sole
discretion) to transmit and receive the telecast at the Additional Facility
(hereinafter referred to as the "Facility Equipment"). The Facility
Equipment may include, but not be limited to, satellite receiving dish,
decoder devices, microwave and satellite equipment, teletrack wagering
equipment and Television Sets.
b) The equipment necessary (which shall be determined in the Track's sole
discretion) to conduct pari-mutuel wagering at the Additional Facility
(hereinafter referred to as the "Pari-Mutuel Equipment"). The Pari-
Mutuel Equipment may include, but not limited to, terminals and all
equipment necessary for the acceptance and transmission of pari-mutuel
data between the Additional Facility and the TGP Facility.
c) The cashiers, tellers and other personnel (hereinafter referred to as
"Personnel") necessary (which shall be determined in the Track's sole
discretion) to sell tickets or accept wagers and to maintain and operate the
Facility Equipment and Pari-Mutuel Equipment operated by the Track at
the Additional Facility pursuant to the terms of this Agreement.
d) Programs of racing meetings (hereinafter referred to as the "Programs")
for sale by the Additional Facility to its patrons. All proceeds from the
sale of Programs shall be the Track's. The Track shall have sole
discretion in preparation of the Programs, determination of the sales price
of the Programs, and determination of the number of Programs to make
available for sale. The Track shall not be required to provide any
minimum number of Programs and may choose to forego providing
Programs.
e) An above ground floor safe to be installed in a location in the Additional
Facility which is mutually agreeable to both parties. The Additional
Facility shall have no right to access or use the floor safe. Upon
termination of this Agreement the Track shall have the right to remove the
floor safe and return the floor to a reasonably usable condition \vhiu hall
include patching the carpet or tile. However, the Track sh.,!! not be
required to replace all the carpet or tile in the Additional Faciiity or the
room in which the floor safe is located.
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f) Track will provide, install and maintain up to -L color television sets, of
a screen size no less than -11- inches, in addition Track will provide,
install and maintain up to ~ table top monitors, 2 smaller televisions
in restaurant smoking area. Television shall be exclusivelv designated.
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used and turned on to transmit the Track's racing program each day and at
all times the Track transmits its racing program to the Additional Facility.
The color television sets shall be located in the places designated in
Exhibit B.
2.2 The Facility Equipment and Pari-Mutuel Equipment and all other supplies,
materials or fixtures provided by the Track to carry out the provisions of this
Agreement except for the Programs purchased by the Additional Facility, shall
remain the sole and exclusive property of the Track and the Track shall be entitled
to remove the same for any reason at any time during or after termination of
obligations under this Agreement and will shall leave facility in a reasonable
condition agreed to by both parties.
3.0 Facilities. Services and Consideration to be Provided bv the Additional
Facilitv
3. 1 The Additional Facility shall provide the following for the entire term of this
Agreement, at no expense to the Track within thirty (30) days after all licenses,
permits and approvals are obtained:
a) Reasonable physical protection at all times of the Facility Equipment and
the Pari-Mutuel Equipment installed or present on the premises of the
Additional Facility, whether owned by the Track or leased by the Track
from third parties, from harm by any cause whatsoever including, but not
limited to, trespass, damage, interference by other person, vandalism or
water damage. The protection shall be afforded on a reasonable efforts
basis and shall, among other things, provide such protection from elements
and fire extinguishing methods as are reasonably required to protect the
same. The physical protection provided by the Additional Facility shall
be satisfactory to the Track, the Track's insurer and to the lessor of any of
the Facility Equipment or Pari-Mutuel Equipment or software provided by
the Track.
b) Electrical power, outlets and voltage regulation necessary for the proper
and normal operation of the Facility Equipment and Pari-Mutuel
Equipment. Track will install all necessary outlets conduit, etc.
c) Secure space for the storage and care of printer ribbons, ticket materials
and other supplies of the Track reasonably necessary for the conduct of
pari-mutuel wagering at off-track wagering operations as welt llS seCdre
areas for the storage of spare or additional Pari-Mutuel Equir"Tlellt The
secure areas and spaces shall be constructed in conformancl with design
plans attached hereto as Exhibit A and shall be located in a r-1acf mutually
agreed upon by the parties, as shown on Exhibit A.
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4.0
4.1
4.2
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d) Air conditioning, electrical service, water, heat and light as are reasonably
necessary to maintain a proper first-class pari-mutuel wagering facility at
an off- track wagering site for the comfort of the patrons and for the
operation of the facility.
e) The Additional Facility shall continue to maintain the premises of the
Additional facility in clean and good repair with sufficient furniture,
furnishings, space and access to accommodate the Facility Equipment,
Pari-Mutuel Equipment and Personnel necessary to carry out the purposes
of this Agreement. Track has inspected premises and has found Additional
Facility to be clean and in good repair.
f) ~ Appropriate facilities for access of handicapped patrons of the Additional
'~.'- acility to enabl.e such patro.ns. to participate in all as..p ects of the racing
t\L pr gram and p~n- I1lutu~1 wagttIng, slstemsJ CJJ..-I ;J {!. L l.a t i } I ./- j -e 5 a (; to
I(Jl :2- [l,t!.. fi h p, 5 I f) ;:;P 12.Lt cd (V;1- flrtp p Jj !J c,-S~ I
g)V . Parking space. reasonably necessary to 'accommodate patrons of the
Additional Facility.
h) Janitorial services necessary for the operation of the Additional Facility,
except the Facility Equipment an(j.Pa.ri-Mutuel Equipment.
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The Additional Facility shall open its premises to the public for purposes of pari-
mutuel wagering each day that the Track transmits the racing program to the
Additional Facility and for thirty (30) minutes before the racing transmission and
for thirty (30) minutes after the racing transmission. Track agrees and accepts the
Additional Facility may have cleaning personnel working at the times stated
above.
Revenue and Lease Pavment
All revenue associated with pari-mutuel wagering within the Additional Facility
shall belong to the Track, including but not limited to revenue from tip sheets and
Programs.
All revenue from the sale of food and beverages within the Additional Facility
shall belong to the Additional Facility.
The Additional Facility shall not be entitled to receive from the Track any
commission, fee or other payment from or related to the pari-mutuel wagers
accepted and received by the Track at the Additional Facility or received by the
Track at any racetrack enclosure or other off-track wagering facility
4.4 The Additional Facility shall receive no direct lease payment. The consideration
and payment for leasing the space provided for in this Agreement to the Track
shall be limited to the exposure, business advantage and/or increase in patrons, if
any, the Additional Facility receives for having pari-mutuel wagering at the
Additional Facility. This Agreement shall not be construed in any way to be a
promise or warranty by the Track that the Additional Facility will receive any
benefit or prosper in any way from pari-mutuel wagering at the Additional
Facility or from this Agreement.
5.0 Reoresentations. Warranties and Covenants
5.1 The Track represents, warrants, covenants and agrees with the Additional Facility
as follows:
a) That it will, at the expiration of the Term (as hereinafter defined), or of
any renewal thereof, leave the Additional Facility in a similar condition as
it existed before installation, subject to normal wear and tear and
alterations caused by installation of the Facility Equipment and Pari-
Mutuel Equipment. All the Track's Facility Equipment, Pari-Mutuel
Equipment, supplies, records, floor safe, fixtures and money shall be
removed from the Additional Facility by the Track at the Track's expense.
b) That it will use its best efforts to:
(i) comply with all applicable laws and regulations affecting the
Additional Facility which pertain to the Track's performance of its
obligations under this Agreement;
(ii) Obtain all necessary governmental licenses, approvals and
authorization required of the Track by any governmental entity
including the Arizona Racing Commission, which pertain to the
Track's performance of its obligations under this Agreement. The
Track shall pay the license and permit fees associated with this
Agreement (but not including fees associated with the Additional
Facility maintaining its business, its liquor license, or any of its
other fees costs or licenses). The parties agree that the Track shall
not be obligated to pay any professional fees or costs including but
not limited to attorneys and lobbyists which become necessary to
obtain the licenses, permits or approvals. If any costs or fees
become necessary in the Track's reasonable opinion (other than the
actual license or permit fees) to obtain the necessary licenses,
permits or approvals, the Track may terminate this Agreement
immediately without any recourse for the Additional Facility
c) That it is a corporation duly organized and validly existin~' line;\.', the laws
of the State of Arizona with all-requisite power and author i:) to Ii ansaet is
business, including entering into this Agreement, subject to the aCc1'.lisition
of requisite governmental approvals referred to in Section 11 0 herein
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The Additional Facility represents, warrants, covenants and agrees for the entire
term of this Agreement with the Track as follows:
a) That it is the registered owner, or valid tenant under lease, of the premises
described in this Agreement as the location of Additional Facility
premIses.
b) That it will use its best efforts to:
(i) conform and comply with all applicable laws and regulations
affecting the Additional Facility;
(ii) obtain all necessary governmental licenses, approvals and
authorizations, including that of the Arizona Liquor Control Board,
required to maintain the level of its current business operations.
c) That it is a legally constituted entity pursuant to the laws of the State of
Arizona with all requisite power and authority to transact its business,
including entering into this Agreement, subject to the acquisition of
requisite of requisite governmental approvals referred to in Section 11.0
herein.
d) That it will permit the Track, its Personnel, servants, agents, employees or
invitees access to the Additional Facility at all times reasonably necessary
to pennit The Track to carry out the purposes and intentions of this
Agreement. No Track employees shall be allowed to bring food or
beverage into Additional Facility.
e) That it will maintain food and beverage services at the Additional Facility
of sufficient quality and in sufficiently ample quantities to properly serve
all patrons of the Additional Facility and that it will comply with
reasonable standards required to maintain food and beverage permits
applicable to the Additional Facility.
f) That it will, to the best of its ability, maintain the premises of the
Additional Facility and provide a secure and safe environment for the
Track's Personnel and patrons of the Additional Facility and that it will
control any activities on the premises which might interfere with the
racing telecasts or the pari-mutuel wagering at the Additional Facility and
conform, obey and comply with such measures and directions as required
by any governmental authority having jurisdiction to the subject matter of
this Agreement, as well as to the reasonable requirements of the Track.
g) That the Additional Facility shall fully cooperate with 1 I,: Track In
obtaining all necessary permits, licenses, and appro V" !' "nd ",he
Additional Facility, at the Track's request, shall execute, acknovvledge,
and deliver any instrument or conveyance that may be necessary' . proper
to carry out the provisions of this Agreement including, but n(lf liri1itc'd to,
any instrument or conveyance necessary to obtain per:) 'U, ()l the
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Arizona Racing Commission or obtain licenses, permits or approvals to
conduct pari-mutuel wagering and telecasts of racing at the Additional
Facility.
h) That the Additional Facility has no right, title or interest in any of the
Track's Facility Equipment, Pari-Mutuel Equipment, supplies, records,
floor safe, money, fixtures, or other equipment or materials supplied by or
paid for by the Track in furtherance of this Agreement, and the Additional
Facility agrees to permit and cooperate with the Track in the removal of
all said equipment, materials, supplies, records, floor safe, money, fixtures
or other equipment or materials supplied by or paid for by the Track at any
time the Track desires to remove them. Track has no right, title or interest
in any of Old Father Inns equipment, supplies, records etc.
i) That the Additional Facility will not allow or permit any other pari-mutuel
wagering or off-track wagering of any nature or type on the premises of
the Additional Facility, other than the pari-mutuel wagering and off-track
wagering provided for in this Agreement, without the written consent of
the Track, which consent the Track may withhold in its sole discretion.
j) That the Track and its employees and agents shall have access whenever
necessary or requested by the Track or its employees and agents to enter
the premises of the Additional Facility to repair or maintain the Facility
Equipment, Pari-Mutuel Equipment or any of the Track's other
equipment.
6.0 Term and Termination
6.1 Except as otherwise provided herein, the term of this Agreement shall be one (1)
year (hereinafter called the "Term") from the date of this Agreement. This
Agreement shall automatically renew for one (1) year terms unless either party
provides written notice to the other party thirty (30) days prior to the renewal
date. If problems arise during the term of this agreement Track and Additional
Facility shall make every possible effort to resolve said problems.
6.2 The Term and this Agreement shall automatically terminate upon occurrence of
anyone or more of the following:
a) The bankruptcy, insolvency or dissolution of either the Track or the
Additional Facility;
b) The closure of, or cessation of business at, the Additional F aci lity;
c) The withdrawal or non-renewal of any necessary gOVClt;',;t nt<.l' 'I(C,,:'~.
approval or authorization required in the performance of tiI(: ~erms l1f this
Agreement;
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d) A material breach in the performance of the obligations of either the Track
or the Additional Facility upon ten (10) days written notice of the breach
and said ten (10) days shall not serve as a cure period; and
e) Upon fifteen (15) days written notice of cancellation by either party to this
Agreement, with or without cause.
6.3 The Term and this Agreement shall terminate immediately upon written notice to
the Additional Facility, at the Track's option and in the Track's sole discretion,
upon occurrence of anyone or more of the following:
a) An average minimum level of wagering which shall be ($2,500.00) per
racing day is not maintained;
b) In the event the Additional Facility shall fail to comply with any or all of
the laws, rules or lawful orders of the Arizona Department of Racing, the
Arizona Racing Commission or the State of Arizona or other
governmental entity.
7.0 Limitation of Liabilitv and Available Remedies
7.1 Except as otherwise specifically provided, both parties' sole and exclusive
remedy for breach of this Agreement shall be to terminate the Agreement in
accordance herewith, and therefore neither party shall be liable to the other for
any incidental or consequential damages or any other type of damage arising out
of any claimed breach of this Agreement. In no event shall either party have the
right to bring an action against the other party for damages resulting from the
breach of or termination of this Agreement.
7.2 Notwithstanding anything herein to the contrary (including Section 7.1) the
Additional Facility shall remain liable for and responsible for the destruction or
damage of the Track's Facility Equipment, Pari-Mutuel Equipment, supplies,
records, floor safe, money, fixtures or other equipment or materials supplied by or
paid for by the Track in furtherance of this Agreement unless said destruction or
damage is caused by the Track, its agents or employees. Track shall reimburse
Old Father Inn up to $50.00 for each additional insured stated on insurance
policy.
7.3 Notwithstanding anything herein to the contrary (including Section 7.1), the
indemnification provisions in Section 9.0 shall not be construed to be limited by
any provisions herein, and Section 7.1 shall be subject to and limited by Section
9.0 hereof.
8.0 Advertisin2,
The Track and the Additional Facility shall cooperate, consult and assist each other in the
advertising and promotion of otT-track wagering on greyhound races (herf1nafter called
"0.'1arketing"). The Track shall, however, have sole and exclusive discldjon :lS to all
aspects of Marketing and the Additional Facility shall not pursue or perform any
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Marketing actIvItIes of any kind or nature relating to greyhound races of off-track
Wagering on greyhound races without the prior written approval of the Track.
9.0 Indemnification
9.1 The Track and the Additional Facility each agrees to indemnify and hold harmless
the other from and against any and all loss, damage, claim of action, including
reasonable attorney's fees, for any damage to person or property arising out of, or
in connection with, their activities or the activities of those whom the Track or the
Additional Facility is at law responsible.
9.2 Each party to this Agreement expressly agrees that the other shall be solely
responsible for the for the conduct of its employees, agents or its patrons and each
party further agrees to indemnify and hold .the other harmless from and against
any claims, damages, liabilities, costs and expenses, including reasonable
attorney's fees, resulting from any of the following:
a) acts or omissions of the other party, its employees, agents or patrons;
b) use or misuse of the Additional Facility, the Facility Equipment and/or the
Pari-Mutuel Equipment by the other party, its employees, agents or
patrons;
c) failure to properly supervise and control the consumption of alcoholic
beverages by the Additional Facility, its employees, agents or patrons.
9.3 For purposes of this Agreement, "patrons" shall mean patrons of the Additional
Facility and shall include all persons on the premises of the Additional Facility,
which are not parties to this Agreement or employees or agents of parties to this
Agreement. The parties agree that the Track shall have no legal responsibility or
duties to the patrons, regardless of whether patrons engage in pari-mutuel
wagering at the Additional Facility, for any damage to person or property other
than an obligation to make any required payments under the pari-mutuel wagering
laws. The Track shall not be construed to have patrons under this Agreement.
10.0 Insurance
10.1 The Track shall insure the equipment which the Track must provide under this
Agreement and the Additional Facility shall separately insure, under an all-risk
replacement insurance policy, the facilities and equipment which the Additional
Facility must provide under this Agreement against loss or damage by fire or such
other risk as would a prudent owner.
10.2 The Additional Facility, at its sole expense, shall carry with a responsibk carrier.
general public liability coverage on an occurrence basis, with alcoholic be\t"Tage
endorsements covering the Additional Facility and the track, and naming as
insured both the Additional Facility and the Track as co-insures O!' the entire
policy, and containing coverage of not less than One ~tiIl ion.J~Q.ll'lU;
($1,000.000) per occurrence and Two Million Dollars ($LQ(I\ )0(1) ill the
II
aggregate insuring against all liabilitv which mav arise out of, or in connection
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with the performance of the terms and conditions contemplated by this
Agreement. The Track shall have the right to review the above referenced
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insurance policy. If the Track determines in its sole discretion that the policy is
insufficient in any manner, the Track shall have the option to terminate this
Agreement.
10.3 The Additional Facility and any insurance policy required of the Additional
Facility pursuant to this Agreement shall provide for at least thirty (30) days
notice to the Track prior to any cancellation of insurance of which the Track is a
beneficiary.
11.0 Conditions
11.1 All responsibilities and obligations of the Track and Additional Facility under this
Agreement, other than this Section 11, are contingent upon the completion,
issuance and receipt of all necessary and required governmental approvals and
authorizations.
11.2 In the event that the necessary and required governmental approvals and
authorizations are not obtained wi.thin sixty (60) days of the date of this
Agreement, either the Track or Additional Facility shall have the right to
terminate this Agreement upon written notice as provided by the terms of this
Agreement.
11.3 The parties agree that their obligations under this Agreement are subject to the
approval of the Arizona Department of Racing and Arizona Racing Commission
and of the local governing body in which the Additional Facility is located, when
such approval is required by law.
11.4 A written approval of this Agreement by the Landlord of the Additional Facility
(if the Additional Facility leases the premises at which is conducts its business) in
the form attached as Exhibit C, said approval to be executed by Landlord and
placed in Track's possession within seven (7) calendar days after full execution of
this Agreement. The Landlord shall agree to allow the installation of all
necessary equipment under this Agreement and waive any rights, title or interest
including any lien rights to any of the Track's equipment, materials, supplies or
income including but not limited to the items listed in Section 5.2 (h) herein.
11.5 In the event of failure of satisfaction or of any of the conditions required in this
Section 11, neither the Track nor the Additional Facility shall have liability to the
other.
12.0 Further Assurances: Compliance with Laws
The Track and Additional Facility shall comply with all provisions of appl icable 1:1\\
1/1
13.0 Fees and Exnenses
Each party shall be solely responsible for expenses, and/or any liabilities incurred by it in
the preparation and performance of this Agreement.
14.0 Attornev's Fees
In the event suit is brought to enforce or interpret any part of this Agreement, the
prevailing party shall be entitled to recover as an element of its cost of the suit and not as
damages, reasonable attorney's fees to be fixed by the Court. The prevailing party shall
be the party who is entitled to recover its attorney's fees.
15.0 Entire A2reement
This instrument embodies the whole agreement of the parties. There are no promises,
terms, conditions or obligations other than those contained herein; and this contract shall
supersede all previous communications, representations or agreements, either verbal or
written, between the parties.
16.0 Modification
No letter, telegram or communication passing between the parties covering any matter
during this contract's period, or any extension periods thereafter, shall be deemed a part
of this Agreement; nor shall such communication have the effect of modifying or adding
to this Agreement unless it is distinctly stated in such letter, telegram or communication
that it is to constitute a part of this Agreement and is to be attached as a rider to this
Agreement and unless it is signed by the parties.
17.0 Severabilitv
It is understood and agreed by the parties that if any parts, term or provision of this
Agreement is held by the courts to be illegal or in conflict with any law of the state where
made, the validity of the remaining portions or provisions shall not be affected, and the
rights and obligations of the parties shall be construed and enforced as if this Agreement
did not contain the particular part, term or provision held to be invalid.
18.0 Waiver
No waiver of any breach of this contract shall be held to be a waiver of any other or
subsequent breach. All remedies afforded in this Agreement shall be taken and
construed as cumulative, that is, in addition to every other remedy provided therein or by
law. .
19.0 Soccessors and A,si.n, ~"~ (}!!fr':.
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19. I This Agreement shall be binding upon and -inure t" Utt:-~;rf- ()f the parties'
hereto and there respective representatives, successors and permitted assigns.
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19.2 Additional Facility may not assign, sublet, conveyor transfer its rights hereunder
without the prior written consent of the Track (said consent may be withheld for
any reason) and/or if appropriate, any governmental authority whose consent to
such action may be required by law.
20.0 Governin1! Law
This Agreement shall be interpreted, enforced and governed in accordance with the laws
of the State of Arizona. The parties agree that the Arizona State courts and federal
courts located in Arizona shall have sole jurisdiction over any dispute arising out of this
Agreement, and the parties hereby agree to submit to the jurisdiction of said courts.
21.0 Independent Contractor
The Track and the Additional Facility each agree that they are not joint venture's or
partners and that their status as to one another is, for the purpose of this Agreement,
independent contractor and lessor/lessee, and that they or any of their contractors,
subcontractors, agents or employees of the other. Neither Track nor Additional Facility
are granted any rights or authority to assume or create any obligation or liability, express
or implied, on behalf of each other or to bind each other in any manner or thing
whatsoever.
22.0 Counterparts
Any number of counterparts, each of which may be deemed an original and an of which
shall constitute a single document may execute this Agreement.
23.0 Titles and Captions
Section titles, captions and numbers are provided for each section or subsection only as
matter of reference and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision herein.
24.0 Notices
Any notices, documents, statements, or other writing to be given hereunder, by either
party, shall be hand-delivered or mailed by certified mail, return receipt requested, to the
addresses designated below or to such other address which a party may designate by
written notice one to the other.
I')
Notice shall be deemed to occur at time of receipt of actual notice.
Track:
Curtis SwanbeI"2
Chief Administrator
Tucson Grevhound Park
2601 S. 3rd Ave.
Tucson Arizona 85713
520-884-7576
520-624-9389 Fax
Additional Facility:
Frank and Marsha Silverman
Old Father Inn
4080 W. Ina Road
Tucson Arizona 85741
(520) 744-1200
(520) 744-1214
25.0 Location of Additional Facilitv Premises
Attn:
26.0 Authoritv
The undersigned, by their respective signatures hereon, certify that they are the duly
authorized and acting officers of the respective parties as set forth by their names and that
they and each of them are authorized and empowered by their respective Board of
Directors or other governing body to execute this Agreement on behalf of said
corporation or entity, and that this Agreement has been duly approved and they are
authorized to obligate the respective parties hereto and to take such other and further
action as may be necessary or appropriate to effectuate and carry out this Agreement.
IN WITNESS WHEREOF'f the Track and Additional Facility have executed this
Agreement this ,;2) day of ():.. ~~ ;-".. , 199%
Track: ~
By: / ~ ..--r< ~
Curtis Swanberg
Chief Administrator
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/Witness ~/ '
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Additional Facility:
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By: .-oz/~~~
Frank Silverman 1
BY'tJ;ll-lAJfi.--'".. ~j-1A'd?:J
arsha Silverman
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1,
EXHIBIT A
SECURE AREAS
Enclosed are the standard design for the Teller Booth, booths will be built according to Old
Father Inn space specification at the expense of the Track.
II
EXHIBIT B
TELEVISION SETS
I,