HomeMy WebLinkAboutContract 51804 CITY SECRETARY
CONTRACT N0. 5I S O
TRUST FUND EVENT SUPPORT CONTRACT
O'Reilly Auto Parts 500 Monster Energy NASCAR Race Weekend
This TRUST FUND EVENT SUPPORT CONTRACT ("Agreement") is made and
entered into by and between the CHY OF FORT WORTH("City"),a home-rule municipality
organized under the laws of the State of Texas; TEXAS MOTOR SPEEDWAY, INC.
("TMS"), it Texas corporation; and the NATIONAL ASSOCIATION FOR STOCK CAR
AUTO RACING,INC.("NASCAR'),a Florida corporation.
RECITALS
The City, TMS, and NASCAR (collectively, "Patties") hereby agree that the following
statements are true and correct and constitute the basis upon which the Parties have entered into
this Agreement:
A. FW Sports Authority, Inc, is a public non-profit corporation created by the City
pursuant to the Industrial Development Corporation Act ("Sports Authority") to aid, assist, and
act on behalf of the City in the performance of its governmental fitnctions,which include,but are
not limited to, the undertaking of projects as authorized by Section 4B of Article 5190.6 of
Vemon's Texas Civil Statutes (now recodified as Chapter 505 of the Texas Local Government
Code).
B. In accordance with the Sports Authority's purposes to act on behalf of the City
and as required by that certain Amended and Restated Master Agreement Regarding the
Superspeedway Complex Development (otherwise known as Texas Motor Speedway) between
the City,the Sports Authority,TMS, and Speedway Motorsports,Inc.dated as of December 18,
1996("Master Agreement"), the Sports Authority and TMS have entered into that certain Lease
Agreement ("Lease")whereby TMS has agreed with the City to lease and operate Texas Motor
Speedway("Speedway').
C. Pursuant to Section 3.4 of such Lease,TMS is obligated to use the Speedway for
the primary purpose of conducting motorsports events sanctioned by nationally recognized
motorsports racing associations that sanction motorsports racing events, including, specifically,
NASCAR.
D. NASCAR sanctions and governs multiple auto racing sports events throughout the
United States on an annual basis,and the process for deciding where to hold a sanctioned event
is highly competitive and takes into account many factors, including, but not limited to, the
condition of the racing facility, the market area history of supporting motorsports, promising
future of motorsports support,the competition schedule,travel requirements for competitors and
officials,weather conditions,past history of facility operations and management, financial health
of the racing facility,and NASCAR's overall business goals.
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E. The Speedway is a sports entertainment venue in the State of Texas with a
permanent seating capacity,including grandstand and premium seating,of not less than 125,000.
F. NASCAR selected the Speedway to serve as the sole venue for the 2019 O'Reilly
Auto Parts 500 Monster Energy NASCAR Race Weekend event,which is the largest event held
each year at the Speedway ("Event"). The Event, which takes place from March 28, 2019
through March 31, 2019, is not held more than one time in Texas or an adjoining state in any
year.
G. TMS, as the Sports Authority's Lessee and consistent with TMS's obligations to
the Sports Authority under the Lease, entered into a sanction agreement with NASCAR to hold
this Event at the Speedway("Sanction Agreement").
H. TEx.Rrt.Crv.STAT.art.5190.14, §5A, as amended(as it may be amended from
time to time) ("Act") authorizes the EDT to establish a trust fund through the Major Events
Reimbursement Program ("Fund"). Funds deposited into the Fund may be used by the City to
fulfill its obligations under an event support contract,as defined in the Act,governing the Event.
This Agreement is intended to serve as such event support contract.
I. City engaged Angie Highland, of Highland Market Research ("Highland") to
prepare an Analysis of the Economic Impact of Texas Motor Speedway for the Event for
purposes of submitting to the EDT to determine eligible Texas state tax revenues generated by
the Event.
J. The EDT has, pursuant to subsection (b) of the Act, analyzed the incremental
increase in certain sales and use,hotel occupancy and mixed beverage tax receipts to be collected
by or on behalf of the City and the State of Texas directly attributable to the preparation for and
presentation of the Event and related activities.
K Based on its analysis,the EDT,by letter to the City dated December 18,2018,has
determined that it will deposit $3,564,117.00 of State funds into the Fund if matched by
$570,259.00 in remittances by or on behalf of the City, for a total Fund amount of
$4,134,376.00. As an endorsing municipality under the Act, the City has or will remit
$570,259.00 into the Fund. Funds deposited into the Fund may be used by the City to fulfill its
obligations under an event support contract,as defined in the Act,governing the Event.
L. The Act provides that the money in the Fund may be used for"...the payment of
costs relating to the preparations necessary or desirable for the conduct of the event and the
payment of costs of conducting the event, including improvements or renovations to existing
facilities or other facilities and costs of acquisition or construction of new facilities or other
facilities"("Permisslble Uses").
M. The obligations of the Parties under the Agreement are set forth in Section 5,
which the Parties agree, without limitation, are necessary for the City to provide incremental
services necessary for the Event as well as other costs necessary for the City and TMS to host the
Event and for NASCAR to conduct the Event.
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N. Pursuant to Resolution No. 3513-08-2007 adopted on August 14, 2007, the City
Council of the City has authorized the City Manager to negotiate agreements that promote major
sporting or athletic events benefitting the City and secured, in part,on account of the Fund and
the provisions of the Act.
NOW, THEREFORE, for and in consideration of the premises, undertakings and
mutual covenants of the parties set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged,the parties agree as follows:
AGREE_
1. RECITALS.
The Parties agree that the recitals set forth above in this Agreement are true and correct,
and the representations, covenants and recitations set forth therein are made a part hereof for all
purposes.
2. TEEN.
This Agreement is effective as of December 18, 2018 and shall remain in frill force and
effect until the later of(i) December 31. 2019 or (ii) the date as of which all fiords have been
disbursed in accordance with the Act and with this Agreement,unless terminated earlier pursuant
to the terms of this Agreement.
3. APPLICATION FOR MAJOR EVENT RE119BURSEMENT PROGRAM TRUST
FUND DISBURSEMENT.
The City, as the endorsing municipality, has previously applied to the EDT for the
creation of a Fund for the Event under the provisions of the Act.
4. TRUST FUND DEPOSIT.
In consideration of NASCAR's selection of the Speedway as the sole site for the Event,
the City, as the endorsing municipality,will remit 5570,259.00 into the Fund,as set forth in the
December 18, 2018 letter that was issued by the EDT estimating the incremental increase in tax
revenue under the Act as a result of the Event and setting forth the contribution to the Fund by
the City(the"City Remittance"). The City Remittance is intended to trigger the State of Texas
contribution to the Fund under the terms of the Act. The City Remittance plus the contributions
by the State of Texas to the Fund in accordance with the Act shall be referred to herein as the
"Total Fund Amount".
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S. GEURAL OBLIGATIONS OF THE PARTIES.
(a) SASCA]'Z NASCAR, via the Sanction Agreement, is obligated to hold and
conduct the Event at the Speedway from March 28, 2019 through March 31, 2019. NASCAR
also agrees that the covenants and promises made in this Agreement are consistent with the
obligations of the Sanction Agreement and are necessary for conducting the Event.
(b) IN[S. TMS,as the Sports Authority's Lessee and for the benefit of the City,and
consistent with TMS's obligations to the Sports Authority under the Lease and to the City under
the Master Agreement,is obligated to Trost the Event.
(c) Com.
(i) The City is obligated to provide police services and fire services for the
Event.
(ii) The Parties recognize that TMS is the Event expert and has the structure
and mechanisms in place to properly and adequately perform the functions
necessary to prepare for and conduct the Event. In addition to the City's
obligations set forth in Section 5(cxi),the City's obligation under this Agreement
shall be to pay TMS for the necessary,reasonable,and actual expenses required to
prepare for and conduct the Event as a means to reimburse TMS to help cover the
costs of the Event in areas of which the City lacks expertise or may be governed
by the Master Agreement. These expenses may include,but are not lirwied to,the
following:
(1) Advertising and marketing promotions of the Event,including, but
not limited to, broadcast and published media and printing and
production costs;
(2) Awards disWbuted at the Event;
(3) Event-related payroll costs (including, but not limited to, police,
gate workers,security,ushers,and fire and rescue personnel);
(4) Payroll taxes on Event related payroll costs (FICA, FUTA,
SUTA);
(5) Security services;
(6) Internal traffic planting and management;
(7) Event clean up services and staff?'porters and maids;
(8) Grandstand wash-down services;
(9) Wheel fence workers;
(10) Ushering services;
(11) On-site medical services;
(12) Traffic contra-flow;
(13) Event standby services (including, but not limited to, plumbing,
phone, elevator, audio, communications, timing and scoring,
towing,jet dryers,restrooms,fencing,and fuel);
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(14) Equipment rental (including, but not limited to, big screens,
generators, light towers, message boards, gators, barricades, and
signage);
(15) Directional signage;
(lb) Pre-race and Pre-Event production expenses;
(17) Event pocket guide production and printing;
(18) Food provided on-site to event participants or other personnel
necessary to conduct the event;
(19) Travel expenses including lodging, automobile mileage, rental car
and commercial airfare for event participants or other similar
person directly related to the conduct of the event, provided that
said individual does not reside in the events market area;and
(20) Sanction Fees
(iii) The City shall be responsible for distributing the Total Fund Amount to
reimburse the City and TMS for the expenses set forth in Section 5 as follows:
(1) First,to the City to reimburse the City for actual costs incutred by
the City in providing the services set forth in Section 5(cxi),and
(2) Second, all amounts remaining in the Fund to TMS to reimburse
TMS for actual costs incurred by TMS consistent with Section
5(c)(ii).
(iv) TMS shall provide invoices to the City for expenses inured for the
Event. TMS shall provide any supporting expense documentation as required by
the City or as requested by the EDT to the full satisfaction of both the City and
the EDT for the Event. The City will make payment(s)to TMS within thirty(30)
calendar days after receipt of such payment from the EDT in accordance with the
terms of this Agreement. The City will be responsible for dealing with the EDT
with respect to disbursements from the Fund and distributing the Total Fund
Amount in accordance with the terms of this Agreement.
(v) Any payments to TMS as set forth in this Agreement are limited to the
maximum amount available from and approved for eventual distribution from the
Fund established for the Event and must be eligible for payment by the Major
Events Reimbursement Program. Under no circumstances shall the City be
obligated to TMS for more than that maximum sum when, and if,received from
the Fund for the Event. TMS shall not seek, and will not be entitled to,payment
from the City for any costs not distributed by the EDT from the Fund established
for the Event.
(vi) Notwithstanding anything to the contrary, City may withhold all
distribution of payments to TMS under this section if TMS has any outstanding
obligations owed to the City pursuant to any contract with the City. If the City
withholds any funds for this reason, then the City shall provide a written
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statement to TMS, detailing the outstanding obligations. TMS shall have thirty
(30) calendar days from the date it receives City's written statement to cure any
such outstanding obligations("Cure Period"). The Cure Period can be extended
by written agreement of the City and TMS. Notice shall be as prescribed in
Section 12. If TMS cures its outstanding obligations within the Cure Period,then
the City will make distributions from the Total Fund Amount in accordance with
the procedures set forth in in this Section,which procedures will begin anew on
the date TMS cures its outstanding obligations to the City. If TMS fails to cure its
obligations within the Cure Period, then the City has the absolute right to offset
any amount owed to the City by TMS against the Total Fund Amount and take
immediate possession of such funds to satisfy all outstanding obligations. The
City and TMS acknowledge that any such offset shall not be construed as a
distribution of Funds under this Agreement, but as payment by TMS of funds
owed to the City for application toward any outstanding obligations owed to the
City. If the City exercises its right of offset, then TMS hereby waives it right to
receive any reimbursement or distribution from the Total Fund Amount under this
Agreement that is subject to the offset amount. To the extent that any funds
remain from the Total Fiend Amount after the City applies the above-stated offset,
then the City will distribute such funds in accordance with the terms of this
Agreement. If the offset is not sufficient to discharge all of TMS's outstanding
obligations to the City, TMS will continue to be obligated to pay the City all
amounts remaining after application of the offset, and the City will retain all legal
rights and remedies available to it to collect such amounts.
6. COADIITMENT OF TMS.
Not later than five (5)business days after moneys in the Fund have been distributed in
accordance with Section 5 above,TMS will pay the City the following: (1) an amount equal to
the City Remittance and(2)an amount equal to the actual costs incurred by the City for the pre-
Event and post-Event economic impact studies.
7. DOCUMENTATION.
(a) TMS shall cooperate with the City in documenting costs incurred by TMS for the
Event to evidence the Permissible Uses.
(b) TMS hereby certifies and warrants that all documentation submitted to the City
fully and accurately represents the actual costs incurred by TMS in hosting the Event and is
consistent with the Permissible Uses under the Act. TMS shall be liable to the City for any
damages resulting from a breach of this section This section shall survive the expiration or
termination of this Agreement.
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8. NON EXCLUSIVE_REMEDIES.
Except as otherwise provided herein,no remedy herein conferred or reserved is intended
to be exclusive of any other available remedy or remedies,and each and every such remedy shall
be cumulative and shall be in addition to every such remedy given under this Agreement or now
or hereafter existing at law or in equity or by statute. It is expressly agreed that the remedy at
law for breach by a party of its obligations hereunder may be inadequate in view of the
complexities and uncertainties in measuring the actual damages which would be sustained by
reason of either party's failure to comply fully with each of such obligations. Accordingly, the
obligations of each party hereunder are expressly made enforceable by specific performance. If
it becomes necessary for any party to this Agreement to bring suit to enforce or interpret the
provisions hereof, the prevailing party to such suit shall be entitled to its reasonable and
necessary attorney's fees and costs.
9. TERMINATION FOR CAUSE.
The City may terminate this Agreement if TMS fails to comply with any term,provision,
or covenant of this Agreement in any material respect. If an event of default occurs, City shall
give written notice that describes the default in reasonable detail to TMS. TMS must cure such
default within thirty(30)calendar days after receiving notice from City,unless otherwise agreed
to in writing by the parties. If the Event is cancelled for any reason, then this Agreement will
terminate immediately and the City shall not be held responsible or liable for its obligations
hereunder.
10. MUTUAL WAIVER OF CERTAIN DAMAGES.
THE PARTIES HEREBY EXPRESSLY, IRREVOCABLY, FULLY AND FOREVER
RELEASE, WAIVE AND RELINQUISH ANY AND ALL RIGHT TO RECEIVE PUNITIVE,
EXEMPLARY AND CONSEQUENTIAL DAMAGES FROM THE OTHER PARTIES
HERETO (OR ANY PAST, PRESENT OR FLMJRE OFFICER, EMPLOYEE, AGENT,
REPRESENTATIVE, OR ADVISOR OF THE OTHER) IN ANY CLAIM, DEMAND,
ACTION, SUIT, PROCEEDING OR CAUSE OF ACTION IN WHICH THE PARTIES ARE
PARTIES, WHICH IN ANY WAY (DIRECTLY OR INDIRECTLY) ARISES OUT OF,
RESULTS FROM OR RELATES TO ANY OF THE FOLLOWING, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER BASED ON
CONTRACT OR TORT OR ANY OTHER LEGAL BASIS: THIS AGREEMENT;ANY PAST,
PRESENT OR FUTURE ACT,OMISSION,CONDUCT OR ACTNITY WITH RESPECT TO
THIS AGREEMENT; ANY TRANSACTION, EVENT OR OCCURRENCE
CONTEMPLATED BY THIS AGREEMENT; THE PERFORMANCE OF ANY
OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER THUS AGREEMENT;OR THE
ENFORCEMENT OF THIS AGREEMENT.
11. SEVERABILITY.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under
present or future laws,the legality,validity and enforceability of the remaining provisions of this
Major Events Rekka semeat Progsm Apsement between
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Agreement shall not be affected thereby,and this Agreement shall be liberally construed so as to
carry out the intent of the parties to it.
12. NOTICES.
Any notice,request or other communication required or permitted to be given under this
Agreement shall be given in writing by delivering it against receipt for it,by depositing it with an
overnight delivery service or by depositing it in a receptacle maintained by the United States
Postal Service, postage prepaid, registered or certified mail,return receipt requested, addressed
to the respective parties at the addresses shown herein (and if so given, shall be deemed given
when mailed). Notice sent by any other manner shall be effective upon actual receipt by the
party to be notified Actual notice,however and from whomever given or received,shall always
be effective when received. Any party's address for notice may be changed at any time and from
time to time,but only after thirty(30)days'advance written notice to the other parties and shall
be the most recent address furnished in writing by one party to the other parties. The giving of
notice by one party which is not expressly required by this Agreement will not obligate that party
to give any future notice.
City: NASCAR:
City of Fort Worth National Association for Stock Car Auto Racing,Inc.
Attn:Director,Public Events Dept. Atm:Steve O'Donnell
1000 Throclmorton Executive Vice President Racing Operations
Fort Worth,TX 76102 and Chief Racing Development Officer
One Daytona Blvd
Daytona Beach,Florida,32114
Willi copies to: with a copy to:
the City Manager and National Association for Stock Car Auto Racing.Inc.
the City Attorney Attn:W.Garrett Crotty
at the same address Chief Legal Officer
One Daytona Blvd.
Daytona Beach,Florida.32114
TMS:
Texas Motor Speedway,Inc.
Attn:Tom Kelly
3545 Lone Star Circle
3"Floor
Fort Worth,Texas 76177
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13. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
This Agreement is subject to all applicable federal,state and local Iaws,ordinances,rules
and regulations, including,but not limited to,all provisions of the City's Charter and ordinances,
as amended; provided, however, that any fixture Charter or ordinance amendment shall not be
deemed to modify,amend,or negate any provision of this Agreement.
14. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement,the City does not waive or surrender
any of its governmental powers or immunities.
15. NO WAIVER.
The failure of any party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any fimue occasion.
16. VENUE AND JURISD�N.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in Tarrant
County,Texas or the United States District Court for the Northern District of Texas—Fort Worth
Division. This Agreement shall be construed in accordance with the laws of the State of Texas.
17. NO THIRD-PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the Parties,
and any lawful assign or successor of NASCAR and/or TMS,and are not intended to create any
rights,contractual or otherwise,to any other person or entity.
18. ZORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion,acts of
God, inclement weather, or other circumstances which are reasonably beyond the control of the
party obligated or permitted under the temps of this Agreement to do or perform the same,
regardless of whether any such circumstance is similar to any of those enumerated or not, the
party so obligated or permitted shall be excused from doing or performing the same during such
period of delay, so that the time period applicable to such performance shall be extended for a
period of time equal to the period such party was delayed.
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19. 2URPREIATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement,this Agreement shall be interpreted fairly and reasonably,and neither more strongly
for or against any party,regardless of the actual drafter of this Agreement.
20. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
21. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the Parties, and
any lawful assign and successor of TMS and NASCAR,as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent
in conflict with any provision of this Agreement.
22. COUNTERPARTS.
This Agreement may be executed in any number of counterparts with the same effect as
if all of the parties had signed the same document. Such executions may be transmitted to the
other party by digital scan or facsimile and such scanned or facsimile execution shalt have the
full force and effect of an original signature_ All&Uy'executed counterparts, whether original
executions or scanned or facsimile executions or a combination, shall be construed together and
shall constitute one and the same agreement.
23. AMENDMENT.
No amendment, modification, or alteration of the terms of this Agreement shall be
binding unless the same is in writing,dated subsequent to the date hereof; and duly executed by
the Parties hereto.
24. INDEMNIFICATION AND RELEASE.
A. TMS COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY
FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS,
ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES
(INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF
DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS
OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIIVIITED TO, THOSE FOR
PROPERTY OR MONETARY LOSS,OR OTHER HARM FOR WHICH RECOVERY OF
DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER
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REAL OR ASSERTED,ARISING OUT OF,IN CONNECTION WITH,OR RESULTING
FROM ANY REPRESENTATIONS OR MISREPRESENTATIONS BY TMS ANDIOR ITS
RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS,
PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION,
PERFORMANCE,ATTEMPTED PERFORMANCE,OR NONPERFOR14ANCE OF THIS
AGREEMENT.
b. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST THE CITY IN CONNECTION WIi M ANY SUCH LIABILITY OR CLAIM,
TMS,ON NOTICE FROM CITY,SHALL DEFEND SUCH ACTION OR PROCEEDING,
AT TMS-S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY
SATISFACTORY TO CITY.
C. IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW
OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR
ENFORCEABILITY OF THE MEMNIFICATION OBLIGATION UNDER THIS
SECTION 24, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE
INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE
INDEMNIFICATION OBLIGATION TO TEE MIN MUM EXTENT NECESSARY TO
BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF
SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION
OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT.
d. TMS agrees to and shall release City from any and all liability for any damage or
loss sustained or caused by TMS in connection with or incidental to performance under this
Agreement.
e. This section shall survive the expiration or termination of this Agreement.
25. UD
TMS agrees that City and its internal auditor will have the right to audit, which shall
include, but not be limited to, the right to complete access to and the right to examine, the
financial and business records of TMS that relate to the documentation provided to the City
pursuant to this Agreement, including, but not limited to, all necessary books, papers,
documents, records, and personnel, (collectively "Records") in order to determine compliance
with this Agreement. TMS shall make all Records available to City at 1000 Throckmorton
Street, Fort Worth, Texas or at another location in City acceptable to both parties within thirty
(30) days after notice by City and shall otherwise cooperate fully with City during any audit.
Notwithstanding anything to the contrary herein, this section shall survive the expiration or
earlier termination of this Agreement.
26. ASSIGNMENT.
Neither party hereto shall assign or transfer its interest herein without prior written
consent of the other party, and any attempted assignment or transfer of all or any part hereof
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without such prior written consent shall be void. This Agreement shall be binding upon and
shall inure to the benefit of the Parties and their respective successors and permitted assigns.
27. Alaff=ZATION.
By executing this Agreement, NASCARS's and TMS's agents aE&W that each is
authorized to execute this Agreement and that all representations made herein with regard to
NASCARS's and TMS's and identity, address, and legal status (corporation, partnership,
individual,dba,etc.)are true and correct.
28. REEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal miles of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement
or exhibits hereto.
29. NASCAR AGREEMENT. NASCAR joins this Agreement solely with respect to
paragraphs D., and E. of the Recitals; the following paragraphs of the "Agreement"section: 4;
5.(a)(but only with respect to covenants made directly by NASCAR); and sections 8, 10, 11, 12,
13, I4, 15, 17, 18, 19,20,22,23,26,27,and 28.
EXECUTED to be EFFECTIVE as of the date set forth Section 2 of this Agreement:
CITY OF FORT WORTH: TEXAS MOTOR SPEEDWAY,INC.,
a Texas corporation:_
BI
Susan Alanis Eddie Gossage
ALssistant City Manager President and General Manager
f
Date: Date:�l /T—
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City of Fort Worth,NASCAR and Texas Motor Speedway,Inc, i 12 of 13
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FT WOR
APPROVED AS TO FORM NATIONAL ASSOCIATION FOR STOCK
AN7DL GALITY: CAR AUTO RACING,INC.,a Florida Corp.
By. ...�
ei- . acb Steve O'Donne i,Executive Vice President
Assistant City Attorney Racing Operations and Chief Racing
Development Officer
F Date:
ATTEST:
a'{ �OA
City Secret'
CITY OF FORT WORTH USE ONLY
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring all performance and reporting requirements.
Brandy eta
Propwo6ordinator
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City of Fort Wwh,NASCAR.and Teras Motor Speednray,Ino. 13 of 13
OFFICIAL RECUL,,,
CITY SECRETARY
MEN-
FT. WORT'