AMENDMENT ONE WITH ADOBE MOUNTAIN SPEEDWAY.PDF

AMENDMENT ONE
TO
USE MANAGEMENT AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
ADOBE MOUNTAIN SPEEDWAY, LLC

C-30-21-013-X-01

This Amendment One (“Amendment One”) to that certain Use Management Agreement
dated December 9, 2020 (C-30-21-013-X-00) (“Agreement”) is entered into between
Maricopa County, a political subdivision of the State of Arizona (the “County”), and Adobe
Mountain Speedway, LLC, an Arizona limited liability company (“Concessionaire”). The
County and Concessionaire are sometimes collectively hereinafter referred to as the
“Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Concessionaire has informed the County that it is modifying the design
and construction of the Complex in accordance with the AMS Phasing Schedule in Section
4.F of the Agreement and Exhibit 1 and Exhibit 2 in the Agreement due to funding and
market changes; and

WHEREAS, the Parties now desire to enter into Amendment One to modify the AMS
Phasing Schedule, Exhibit 1 and Exhibit 2 of the Agreement for design and construction
of the Complex; and

WHEREAS, the County and the Concessionaire now desire to enter into this Amendment
One with the understanding that, unless revised herein, all other provisions of the
Agreement shall remain the same and in full force and effect.

NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, County and the
Concessionaire hereby agree as follows:

I. INCORPORATION OF RECITALS

The Recitals set forth above are hereby incorporated into this Amendment One.
I. EFFECTIVE DATE
Upon execution by the County, this Amendment One will become effective.

Ill. SCOPE OF THE COMPLEX

Revise Section 4.F of the Agreement by deleting the AMS Phasing Schedule in its entirety
and replacing it with the following:

AMS UMA Amendment One Page | 03

Concessionaire shall complete the design and construction of the Complex in accordance
with the schedule below and Exhibit 3 — Development of the Complex, attached hereto
and made a part hereof.

Year

Phasing Schedule AMS

1

Redevelop and improve existing track

2-3

Installation of additional sound walls and spectator fencing
Installation of spectator seating and/or bleachers

Install additional portable toilets

Design and construct an RC track

Design and construct an Off-Road track

4-20

Design and construct additional contemplated improvements set
forth in Exhibit 2

1)

2)

If development impediments described in Exhibit 3 — Development of the
Complex cause the improvements proposed in Years 1-3 of the Complex
to extend past the years set forth in the Phasing Schedule in this Section
F, the County may, but is not required to, grant a reasonable extension of
the construction completion year, not to exceed two (2) years.

If Concessionaire concludes, in its reasonable judgment, that it will be
unable to build all of the improvements proposed on Exhibit 1- Complex
Conceptual Site Plan and/or develop and use a significant portion of the
land due to development impediments as noted in Exhibit 3 -
Development of the Complex, then, in the County's sole discretion,
either: (i) the Concessionaire shall immediately cease to use the portion of
the land that cannot be developed and, within sixty (60) calendar days of
Concessionaire’s notification to the County that the land cannot be
developed as set forth in this Agreement, the Parties shall amend this
Agreement to reflect the reduction in the size of the Complex and the
revised Complex elements; or (ii) the County may terminate the Agreement
in accordance with Section 6 of the Agreement.

IV. EXHIBITS

A. Delete Conceptual Site Plan in Exhibit 1 in its entirety and replace it with the
following:

AMS UMA Amendment One Page 203

Exhibit 1 (continued) - Amended
Complex Conceptual Site Plan

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AMS TRACK

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AMS UMA Amendment One

Page 303

B. Delete Exhibit 2 Section 3 Complex Activities in its entirety and replace it with
the following:

3. Complex Activities.

A. The Complex shall be open to the public. The Concessionaire is
anticipated to provide or construct the following additional structures,
support facilities, and infrastructure for recreational activities associated
with the redevelopment and improvements:

1) Redevelopment of existing track, track fencing, and lighting.
2) Additional spectator seating/bleachers.

3) Installation of additional restroom facilities,

4) Remote control car racing track.

5) Off-road racing track.

B. The Concessionaire is anticipated to provide the following recreational
racing activities at the Complex:
1) Drifting Kart Racing
2) Mini Sprints Karts/Micro Sprints
3) Winged Outlaw Karts
4) Modified Lites Karts
5) Dwarf/Legends Karts
6) Flat Track Motorcycle Racing
7) Midget Karts
8) Quarter Midget Karts
9) Offroad Vehicles (i.e., UTV or Side-by-Side)
10) BMX rentals and track
11) Other types of activities approved in advance by MCPRD

V. MISCELLANEOUS
A. The Agreement, as amended, is subject to the provisions of A.R.S. 38-511.

B. Capitalized terms used in this Amendment One without definition shall have
the meanings assigned to such terms in the Agreement unless the context
expressly requires otherwise.

C. This Agreement, as amended, may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. Electronic signatures shall have the
same force and effect as original signatures.

D. Concessionaire warrants and certifies that it does not currently, and agrees for

the duration of Agreement that it will not, use:

1. The forced labor of ethnic Uyghurs in the People's Republic of China.

2. Any goods or services produced by the forced labor of ethnic Uyghurs in
the People's Republic of China.

3. Any contractors, subcontractors or suppliers that use the forced labor or
any goods or services produced by the forced labor of ethnic Uyghurs in
the People's Republic of China.

AMS UMA Amendment One Page 403

If Concessionaire becomes aware during the Term of the Agreement that the
Concessionaire is not in compliance with this paragraph, the Concessionaire
shall notify the County within five (5) business days after becoming aware of
the noncompliance. Failure of Concessionaire to provide a written certification
that the Concessionaire has remedied the noncompliance within one hundred
eighty (180) days after notifying County of its noncompliance, this Agreement
shall terminate unless the Term of this Agreement shall end prior to said one
hundred eighty (180) day period,

E. The foregoing paragraphs contain all the changes made by this Amendment
One. All other terms and conditions, other than as revised in this Amendment
One, shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment One as of the last
date written below.

MARICOPA COUNTY

Clint Hickman
Chairman
Board of Supervisors

ATTEST

Clerk of the Board Date

Approved as to F

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CONCESSIONAIRE:
ADOBE MOUNTAIN SPEEDWAY, LLC.

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Ted Williams Date
Managing Member

9-23-2023
Date

AMS UMA Amendment One Page 503