Loading...
HomeMy WebLinkAboutContract 48280 01U SECRETARY GI 00KI'MCT NO. TRUST FUND EVENT SUPPORT CONTRACT AAA Texas 500 NASCAR Sprint Cup Series Race Weekend November 2016 This TRUST FUND EVENT SUPPORT CONTRACT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home-rule municipality organized under the laws of the State of Texas; TEXAS MOTOR SPEEDWAY, INC. ("TMS"), a Texas corporation; and the NATIONAL ASSOCIATION FOR STOCK CAR AUTO RACING, INC. ("NASCAR"), a Florida corporation. RECITALS The City, TMS, and NASCAR (collectively, "Parties") 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 functions, which include, but are not limited to, the undertaking of projects as authorized by Section 4B of Article 5190.6 of Vernon'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. FOFFICIAL RECORD Event Trust Fund Agreement between RETARY City of Fort Worth,NASCAR,Speedway Motorsports,Inc.,and Texas Motor Speedway,Inc. �H§ f 1 E. Pursuant to an application, and following a highly-competitive, multi-state, site- selection process, NASCAR selected the Speedway to serve as the sole venue for the AAA Texas 500 NASCAR Sprint Cup Series Race Weekend to be held from November 3, 2016 through November 6, 2016 (the "Event"), which specific Event is not held more than one time in Texas or an adjoining state in any year. F. 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"). G. TEX. REv. Civ. STAT. art. 5190.14, § 5C, as amended (as it may be amended from time-to-time, the "Act") authorized the Texas Comptroller of Public Accounts ("Comptroller") to establish the Events Trust Fund (the "Fund") for this Event. Senate Bill 633 (84th Legislature) amended the Act to transfer administration of the Fund from the Comptroller to the Office of the Governor Economic Development and Tourism ("EDT") effective September 1, 2015. H. 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 Gerald L. Grotta, Ph.D. of Grotta Marketing Research ("Grotta") to prepare an Analysis of the Economic Impact of Texas Motor Speedway for the Event for purposes of submitting to the Comptroller 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 June 24, 2016, has determined that it will deposit an estimated $1,130,200.00 of State funds into the Fund if matched by $180,832.00 in remittances by or on behalf of the City, for a total estimated Fund amount of $1,311,032.00. As an endorsing municipality under the Act, the City has or will remit $180,832.00 to the EDT for deposit 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 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" (the "Permissible Uses"). Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 2 of 12 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. 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: AGREEMENT 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. TERM. This Agreement is effective as of June 24, 2016 and shall remain in full force and effect until the later of(i) December 31, 2017 or (ii) the date as of which all funds 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 EVENT TRUST FUND DISBURSEMENT. The City, as the endorsing municipality, has previously applied to the Comptroller 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 $180,832.00 to the EDT, as set forth in the June 24, 2016 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 ETF(s) under the terms of the Act. The City Remittance plus the contributions by the State of Texas to the ETF(s) in accordance with the Act shall be referred to herein as the "Total Fund Amount". Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 3 of 12 5. GENERAL OBLIGATIONS OF THE PARTIES. (a) NASCAR. NASCAR, via the Sanction Agreement, is obligated to hold and conduct the Event at the Speedway from November 3, 2016 through November 6, 2016. 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) TMS. 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 host the Event. (c) City. (i) The City is obligated to provide the pre-Event and post-Event economic impact studies,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(c)(i), 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. These expenses may include, but are not limited 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 distributed 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 planning 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); Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 4 of 12 (14) Equipment rental (including, but not limited to, big screens, generators, light towers, message boards, gators, barricades, and signage); (15) Directional signage; (16) Pre-race and Pre-Event production expenses; (17) Event pocket guide production and printing; (18) Consultant fee to assist with the request and administration to establish an event support fund; and (19) Sanction Agreement Fee (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 incurred by the City in providing the services set forth in Section 5(c)(i), 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 incurred 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 Events Trust Fund 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 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 Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 5 of 12 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 Company 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 Fund 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. COMMITMENT 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 an amount equal to the City Remittance. 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. 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 Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 6 of 12 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 FUTURE 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 ACTIVITY 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 THIS 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 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 Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 7 of 12 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. Attn: Steve O'Donnell 1000 Throckmorton Executive Vice President,Racing Operations Fort Worth, TX 76102 One Daytona Blvd Daytona Beach,Florida, 32114 with 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 General Counsel One Daytona Blvd. Daytona Beach, Florida, 32114 TMS: Texas Motor Speedway,Inc. Attn: Tom Kelly 3545 Lone Star Circle 3rd Floor Fort Worth, Texas 76177 13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended; provided, however, that any future 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. Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 8 of 12 e 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 future occasion. 16. VENUE AND JURISDICTION. 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. FORCE 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 terms 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. 19. INTERPRETATION. 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 Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 9 of 12 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 shall have the full force and effect of an original signature. All fully 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 LIMITED TO, THOSE FOR PROPERTY OR MONETARY LOSS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY REPRESENTATIONS OR MISREPRESENTATIONS BY TMS AND/OR ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. b. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH 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 INDEMNIFICATION OBLIGATION UNDER THIS SECTION 24, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 10 of 12 INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM 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 Company in connection with or incidental to performance under this Agreement. e. This section shall survive the expiration or termination of this Agreement. 25. AUDIT. 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 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. AUTHORIZATION. By executing this Agreement, NASCARS's and TMS's agents affirm 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. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules 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. Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 11 of 12 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, 14, IS, 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: By: � By: usan ]anis Eddie Gossage Assrstant City Manager President and General Manager APPROVED AS TO FORM NATIONAL ASSOCIATION FOR STOCK AND LEGALITY: CAR AUTO RACING, INC., a Florida Corp. By: By: TyrerhW -1� ch Steve O'Donnell, Executive Vice President Assistan ity Attorney Racing Operations and Chief Racing Development Officer ATTEST: -a 000000% o� � �o a� By: V %0 Mar'y K y r o o City Se tary x0000000000 OFFICIAL 2ECOMD CITY SECRE rARY FT. WORTH, TM Event Trust Fund Agreement between City of Fort Worth,NASCAR,and Texas Motor Speedway,Inc. 12 of 12 O M&C REJ1RED