HomeMy WebLinkAboutContract 50386 _ A
S ,A,� T W.
TRUST MUNI) EVENT SUPPORT CONTRACT
O'Reilly Auto Parts 500 NASCAR Race D4leekend
This TRUST FLNL D EVENT SUPPORT CONTRACT (`=Agreement") is made and
entered into by and between the CITY OF FLIRT WORTH ("City"'). a home-nine municipality
organized under the laws of the State of Texas, I-EXAS MOTOR SPEEDWAY, INC.
("TN-IS"), a Texas corporation; and the NATIONAL ASSOCIATION FOR STOCK CAIS
AUTO RACING,INC. CWASCAR"), a Florida corporation.
RECITALS
The City, TABS, and NASCAR (collectively, "Parties") hereby agree that the following,
statements are title 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 fimrtions,which include, but are
not limited to, the mideriaking 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 piuposes to act on behalf of the City
and as required by that certain Amended and Restated piaster Agreement Regarding the
Suuperspeedway Complex Development (othenvise 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 TNIS have entered into that certain Lease
Agreement ("Lease") whereby TNIS has agreed with the City to lease and operate Texas Motor
Speedway("Speedway").
C. Piu-suuaiut to Section 3.4 of such Lease, T1%4S 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, ilicludimg, specifically,
NASCAR.
II. NASCAR sanctions and governs multiple auto racing spoils events throughout the
United States on an annual basis, and the process for deciding where to hold a sanctioned event
is highly competitive and tikes into account many factors, including. bill not limited to, the
condition of the racing Facility, the market area history of supporting motorsports, promising
fiuture of motorsports support, the competition schediule, travel requirements for competitors and
officials, weather conditions,past luistory of facility operations and management, financial health
of the racing facility. and NASCAR's overall birsiness goals.
i
OFFICIAL RECORD
-�' CITY SECItI1TARY
IM WORM
Major E-o nts Rein-bursement Program Agrccnicnt behve4m
n o r City of Fort Vl�zsrrli.NASCAR Speedway Mofarsports Inc..andTexas Mot Speedway.Igo. Q(r.�m e nt I of 13
473105 _ , �k;."
E. The Speedway is a sports entertainment venue in die State of Texas with a
pennanent seating capacity,including grandstand and prenriwn seating. of not less than 125,000.
F. NASCAR selected the Speedway to serve as the sole venue for the 2018 O'Reilly
Anto Parts 500 NASCAR Race Week-end event, which is the largest event field each year at the
Speedway("Event"). The Event,which takes place fi-ow April 5,2018 through April 8, 2018,is
not field more than one time in Texas or an adjoining state ire any year.
G. TMS, as the Sports Authority's lessee and consistent with FNIS's obligations to
the Spoils Authority under the Lease, entered into a sanction agreement with NASCAR to hold
this Event at the Speedway("Sanction Agreement").
H. TEx R.Ev.C'rv.STAT.art. 5190.14, § 5A_ as amended(as it may be amended from
time to tune) ("Act") authorizes the EDT to establish a trust fiind through the Major Events
Reimbursement Program ("Fun(r"). Funds deposited into the Fiutd may be used by the City to
firliill its obligations ander an event support contract,as defined in the Act, governing the Event.
This Agreement is intended to serve as such event support contract.
1. City engaged Angie Flighland. of Highland Market Research ("Highland") to
prepare an Analysis of the Economic Impact of Texas Motor Speedway for the Event for
piuposes of submitting to the EDT to determine eligible Texas slate 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 quid 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.
li. Based on its analysis, the EDT, by letter to the City dated December 19, 2017,has
determined that it will deposit $31320,151.00 of State fiuids into the Find if matched by
$531,225.00 in remittances by or on behalf of the City, for a total Find amount of
$3.851,376.00. As an endorsing municipality under the Act, the City has or will recut
$531,225.00 into the Ftnid. Funds deposited into the Fund way be used by the City to fiilfilJ its
obligations under an event stipport contract, as defined in the Act. governing the Event.
L. The Act provides that the money in the Fiend may be used for"...the payment of
costs relating to the prel}arations 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
facilitics"("Permissible JTscs").
NI. The obligations of the Parties under the Agreement are set forth iu 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 die
Event and for NASCAR to conduct the Event.
Major Events Reimbursement Program Agreement between
City of Fort Worth.NASCAR,and Testas Motor Speedway,Inc. 2 of 13
N. Ptusuant to Resolution No. 3513-08-2007 adopted oil August 14, 2407, the City
Council of the City has authorized the City Manager to negotiate agreements that promote major
spoiling or athletic events benef tong the City and secured. in part, on accoimt of the Fumd and
the provisions of the Art.
NOW, THEREFORE, for and in consideration of the premises, iwdeifak-inp acid
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 ties Agreement are true and correct,
and the representations, covenants and recitations set forth therein are made a part hereof for all
purposes_
2. TERNI.
This Agreement is effective as of December 14, 2017 and shall remain in fill] force and
effect im it the later of(i) December 31, 2018 or (ii) the date as of which all filud_s have been
disbursed in accordance with the Act and with this Ag<-eernent, wdess terminated earlier pursuant
to the terms of this Agreeulent.
3. APPLICATION FOR -NIAJOR EVENT REIMBURSEMENT PROGRAJU TRUST
FUND DISBURSEMENT.
The City, as the endorsing mtulicipality, has previously applied to the EDT for the
creation of a Fund for the Event under the provisions of the Act.
4. TRUST 1ITND DEPOSIT.
In consideration of NASCAR's selection of the Speedway as the sole site for the Event,
the City, as the endorsing mmnicipality. will remit $531,225.00 unto the Fund as set forth in the
December 14, 2017 letter that was issued by the EDT estiunating 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 Reuuttarice is intended to trigger the State of Texas
contribution to the Fund under the terms of the Act. The City-Reruittance plus the contributions
by the State of Texas to the Fund in accordance with the Act shall be referredto herein as the
"Total Fund Amount"_
Major Events Rmmbursement Program Agepnent between
City of Fort Worth,NASCAR,and Teas Motor Speedway,Inc. 3 of 13
5. GENERAL OBLIGATIONS CIF TIIE PARTIES.
(a) NASCAR- NASCAR, via the Sanction Agreement, is obligated to hold and
conduct the Event at the Speedway from April 5, 2018 through April 8, 2018. 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. TRIS, 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 Diaster Agreement,is obligated to host the Event.
(c) Com.
(i) The City is obligated to provide police services and fire services for the
Event.
(ji) The Parties recognize that TRIS is the Event experi and has the structure
and mechanisms in place to properly and adequately perforin the hnctlons
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 TA1S for the necessary,reasonable,and actual expenses requil-ed 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 inay include, but are not hunted to, the
following:
(1) Advertising and marketing promotions of the Event. including, but
not limited to, broadcast and published media and printing and
Production casts:
(2) Awards- distributed at the Event.-
(3) Event-related payroll costs (including- but not limited to. police.
gate workers,secruity,ushers,and f re ajid rescue personnel);
(4) Payroll taxes on Event related payroll costs (FICA, FUTA.
SLFTA)-
(5) Secl its services:
(6) Internal traffic planning,and management;
(7) Event clean up services and staff,'porters and maids:
(8) Grandstand wash-down services-,
(r}) Wheel fence workers:
(10) Ushering services'
(11) Ch1-site medical services;
(12) Traffic contra-flow;
(13) Event standby services (including., but not limited to, plumbing.
phone, elevator, audio, conumin ,'cations, tiniirig and scoring.
towing,jet dryers,restrooms, fencing,and fuel):
Major EvenN Rmnabursemmt Program AgFmrnimt between
City of Fort Worth.NASCAR and Texas Motor Speedway,luc- 4 of 13
�•rr_
(14) Equipment rental (including, but not limited to, big screens.
generators, light towers, message boards, gators, barricades, and
sigtuage):
(15) Directional sipwage;
(16) Pre-race and Pre-Event production expenses:
(17) Event pocket &nude 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 lit Section 5 as follows:
(1) First, to the City to reimburse the City for actual costs incurred by
the City iu providing the services set forth in Section 5(c)(i), and
(2) Secoud, all amounts remaining nu the Furud to TMS to reimbw,se
TMS for actual costs incurred by TMS consistent with Section
5(c)(10-
(iv) TN•IS shall provide invoices to the City for expenses incurred for tlue
Event. TN'IS shall provide any supporting expense docuunentation 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 TN-IS within tMity(30)
calendar days after receipt of such payment from the EDT in accordance with the
terms of thi's Agreement. The City will be responsible for dealing with the EDT
with respect to disbursements from the Fund and distributing the Total Fuuud
Amount in accordance with the terms of this Agreement-
(v) Any payments to THIS as set forth in this Agreement are limited to the
maxxiaunun a.niount available from and approved for eventual distribution from the
Find 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 snore than that rnaxunum sum when- and if, received from
the Fund for the Event. THIS 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.
(Ni) 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
Major Events Reimbxuscment Progrmt Agreement betueea
City of Fort Worth.NASCAR,and Texas Mater Speedway,Inc. 5 of 13
statement to TWIS, detailing the outstanding obligations. T IDIS shall have thin}-
(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 TNIS. Notice shall be as prescribed in
Section 12. If TAPS 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, w1lich procedures will begun anew on
the date T`N4S cures its outstanding,oblieatious to the City. If T NIS fails to ctn-e its
obligations within the Cure Period. then the City has tine absolute right to offset
any amount owed to the City by TMS against the Total Farad Amount and take
immediate possession of such fiords to satisfy all outstanding obligations. True
City and TATS acknowledge that any such offset shall not be constmed as a
distribution of Funds under this Agreement, but as payment by TMS of finds
owed to the City for application toward any outstanding obligations owed to the
City. if the City exercises its night of offset, then TMS hereby waives it right to
receive any reinibin-sement or distribution from the Total Fund Amount uuuder this
Agreement that is subject to the offset amount. To the extent that any fiends
rernaitu f-oma the Total Furled Amount after the City applies the above-stated offset,
thein the City will distribute such finds in accordance with the terms of this
Agreement. If the offset is not sufficient to discharge all of TMS's outstandung
obligations to the City. TMS will continue to be obligated to pay the City all
amounts remail ing after application of the offset, arud the City will retain all legal
rights and remedies available to it to collect such amounts.
6. CCIAIIlUTMENT OF TMS,
Not later tharn five (5) business days after moneys in the Fund have been distnibuted ni
accordance with Section 5 above, TMS will pay the City the following: (1) an amount equal to
the City Remittance and (2)�w amount equal to the actual costs incurred by the City for the pre-
Event and post-Event economic Impact studies.
7. DOCUTNIENTATION.
(a) TM5 shall cooperate with the City in docuunenting costs uucurred by TMS for the
Event to evidence the Permissible Uses.
(b) TMS hereby certifies and warrants that all documentation submitted to the City
filly and accurately represents the actual costs incurred by TMS in hostuug the Event and is
consistent With the Pernussible Uses under the Act. TRIS shall be liable to the City for any
damages resulting from a breach of this section_ This section shall survive the expuation or
termination of this Agreement.
Major Evrnts Reimbursement Program Agreement between
City of Fort Worth,NASCAR,and Texas Motor Speedway.lnc. 6 of 13
8. NON-EXCLUSIVE REMEDIES,
Except as otherwise provided herein, no re-medy herein conferred or reserved is intended
to be exclusive of any other available remedy or remedies, and each and every such reuredy sliall
be cumulative and shall be in addition to every such remedy given raider this Agreement or now
or hereafter existing at law or in equity or by statute. I.t 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 tuicertainties in Treasuring the actual damages which would be sustained by
reason of either party's failure to comply hilly with each of such obligations. Accordingly, the
obligations of each party hereunder are expressly made enforceable by specific performMee. 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 Smit shall be entitled to its reasonable and
necessary attorney's fees and costs.
9. T ER_NUNATION FGR C.AITSE.
The City may terminate this Agreement if TIQS 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. TN-IS must cure %uch
default within thirty(30) calendar days after receiving notice ftom City, unless otherwise agreed
to in writing by the parties. If the Event is cancelled for any reason, then this Agreementwill
ternimate immediately and the City shall not be held responsible or liable for its obligations
hereunder_
1Q. IN'RT1 UAL WAYVER OF CERTALN DATNU%GES.
THE PARTIES HEREBY EXPRESSLY, IRREVOCABLY, FULLY AND FOREVER
RELEASE, WAFVE AND RELINQUISH ANY AND ALL RIGHT TO RECEIVE PUNITIVE,
EXEMPLAR` AND CONSEQt JENTLAI 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 (DIRE('II.Y 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 1&,TTH RESPECT TO
THIS AGREEMENT, ANY TRANSACTION, EVENT OR OCCURRENCE
CONTE MPLATED BY THIS AGREEMENT THE PERFORMANCE OF ANY
OBLIGATION OR THE E-.VERCISE OF ANY RIGHT UNDER THIS AGREEMENT,OR THE
ENFORCEMENT OF THIS AGREEMENT.
11. SEVERABILIT''.
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 remainuig provisions of this
Major Events Reirnbunenuent Program Agreement beta em
City of Fort Worth.NASCAR,and Texas Motor speedway.lac. 7 of 13
Agreement shall not be affected thereby. and this Agreement shall be liberally construed so as to
cant'out the intent of the parties to it.
12. NO'HCES.
Any notice, request or other corninunication required or permitted to be given tinder this
Agreement shall be given in volting by delivering it agairrst receipt for it, by depositing it with an
overnight delivery service or by depositing, it mi a receptacle maintained by the United States
Postal Service, postage prepai(L. registered or certified mail, rettiru receipt reguestecL addressed
to the respective parties at the addresses shown herein (and if so given, shall be deemed given
when rrrailed). Notice sent by any other mariner shall be effective upon achial receipt by the
party to be notified. Actual notice,however and froin whonrever given or received, shall always
be effective when received. Any party's address for notice may be changed at any time and from
tune to time, but only after thirty (30) days,' advance written notice to the other parties and shall
be the most recent address fiurrished in writing by oue party to the other parties- The giving of
notice by one party which is not expressly regi fired by this Agreement will not obligate dirt party
to pine any fiittue notice.
City: NASCAR:
City of Fort Worth National Association for Stock Car Auto Racing,hic.
Attic: Director,Public.Events Dept. Attn: Steve O'Doruiell
1000 Tbrockinorton Senior Vice President.Racing Operations
Fort Worth, TX 76102 One Daytona Blvd
Daytona Beach_Florida. 32114
rrith copies lo: with a cope-to:
the City Manager and National Association for Stock Car Auto Racing.Inc.
the City Attorney Atm:W. Ganett Crotty
at the same address General Counsel
One Daytona Blvd.
Daytona Beach-Florida.32114
TI%IS:
Texas Motor Speedway.Inc.
Attn:Toni Kelly
3545 Lone Star Circle
3'd Floor
Fort Wortlr_Texas 76177
Major Events Reimbursement Program Agreement betwcen
City of Fart Worth,NASCAR and Texas Motor Spcedway.Inc. 8 of 13
c-a►ti_--r,��-+ate_�`__
13. C:O'IPLIANCE MITH LAWS ORDPNANCES.RULES AND REGUI—ATIONS.
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 arnended. provided, however, that any future Charter or ordinance amendinent shall not he
deemed to modify,amend, or negate any provision of this Agreement.
14_ GOXTRINMENT L POWERS.
It is understood that by execution of tills Agreement,the City does not waive or surrender
any of its govenmental powers or immunities.
15. NO NVAINTER.
The failure of any party to insist upon the performance of any tenni 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 perfornn�mce or to assert any such right on any future occasion.
16. VENirE ANIS JUR.ISIIICTION.
If any action, whether real or asserted, at law or in equity, arises oil the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in Tarrant
County,nty,Texas or the United States District Cotut 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 TUTS, and are not intended to create any
rights,contractual or otherwise,to any other person or entity.
18. FORCE ININ Ei,RE.
It is expressly tmderstood and agreed by the parties to this Agreement that if the
performance of any obligations hereturder is delayed by reason of war, civil commotion, acts of
God, inclement weather, or other circumstances vvluch are reasonably beyond the control of the
party obligated or permitted imder the terns of this Agreement to do or perform tine same.
regardless of whether any such circtunstunce is similar to airy of those entunerated 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.
Major Erma ReiminuNment Program Agccmmt hct►wcen
City of Fort Worth.NASCAR and Texas Motor Speedway,Ire. 9 of 13
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 Agreeluerrt 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 acid 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 iarill and void to the extent
in conflict with any provisions of this Agreement,
22. COUNTFR-PARTS.
This Agreement may be executed in any munber of counterparts with the same effect as
if all of the parties had signed the same doc.timent. Such executions may be tralistnitted to the
other party by digital scan or facsimile and such scanned or facsimile execution shall have (lie
ftdl force and effect of an original. signature. All fiilly executed.counterparts, whether original
executions or scanned or facsimile execrations or a cornbuiation, shall be construed together and
shall constitute one and the sure agreement,
23. A ENDMENT.
No amendment. modification, or alteration of the terms of this Agreement shall be
binding unless the same is in writing, dated subsequent to the elate hereof, and duly executed by
the Parties hereto.
24_ INDEMNIFICATION AND RELEASE.
a. TMS COVENANTS .AND AGREES TO 'D DOES HEREBY
INDE-1WNIfY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY
FROM AND AGALN'ST ANY AND ALL CLAMIS, LAWSUITS, JUDGMENTS,
ACTIONS, CAUSES OF ACTION, LIENS, LOSSES; EXPENSES; COSTS, FEES
(INCLUDING, RUT NOT LIMITED TO, ATTORNEY'S FEES A3N'D COSTS OF
DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LLAB)[L.TTTES, AND/OR SUITS
OF ANY K[ND OR NATURE, rN L UDING, BUT NOT LINUTED TO, THOSE FOR
PROPERTY OR MO]-NETARY LOSS,OR OTHER HARD/FOR WHICH RECOVERY OF
DAMAGES IS SOITGHT, OF NNUAT'SOEVER KIND OR GUAR CTER, WHETHER
REAL. OR ASSERTED,ARISING 0L7 OF, IN CONNECTTONT WITH, OR RESULTING
Major Eti nts Reimbursiaamt Program Agreetnwt between
City of Fort Worth,NASCAR and Texas Motor Speedway,Inc. 10 of 13
FROM ANY REPRESENTATIONS OR MISREPRESENTATIONS BY INS AiNNOR ITS
RESPECTI OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS,
PARTNERS, AND REPRESENTAM ES IN CONNECTION '%1 TTH THE EXEiC[MON,
PERFORMANCE,ATTEMPTED PERFORMANCE,OR NOINPERFCIRAIANCE OF THIS
.AGREEMENT.
b. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST THE CITY IN CONNTCTIGN WITH ANS.' SUCH LIABILrTY' OR CLAE%L
TINIS,ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING,
AT TVIS'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 INDEMINWIC:ATIGN OBLIGATION UNDER THIS
SECTION 24, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE
INDE14'INIFICA.TION OBLIGATION AND SHALL OPERATE TO AR'IE.ND TIS
INDEMNIFICATION OBLIGATION TO THE MINITT%1" EXTENT ITEC"ESS.ARY TO
BRING THE PROVISION INTO CONFGR!LIITY WITH THE REQUIREMENTS OF
SUCH, LIAUTATION'S, AND AS SO! MODIFIED, THE INDEMNIFICATION
OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFFECT.
d. TATS agrees to and shall release City from any and all liability for any damage or
loss sustained or caused by THIS in connection with or incidental to performance under this
Agreernent.
e. This section shall survive the expiration or tennination of this Agreement.
25. AUDIT.
TMS agrees that City and its internal auditor will have the right to audit, which shall
nichlde, but not be limited to, the riglit to complete access to and the right to examine, the
financial and business records of TMS that relate to the docurrrentation provided to the City
pursuant to this Agreement, including, but not liiriited 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 VVIdin thirty
(30) days after .notice by City and shall otbenvise cooperate hilly with City dewing, any audit.
Nott'vithstanding anything to the contrary herein, this section shall survive the expiration or
earlier termination of this Agreement.
26. ASSIGNN ENT.
Neither party hereto shall assign or transfer- its interest herein without prior written
consent of the other party, and any attempted assi'enineut or transfer of all or any part hereof
Major Events Reimbursement Proem Age4mmt between
City of Fort Worth.NASCAR,end Tows Motor Speedway,Inc. 11 of 13
G1E AJ;'L1 r'.
without such prior written consent shall be void This Agreement shall be binding upon and
shall inure to the benefit of the Parties a11d their respective successors and permitted assigns.
27. AL T11O1UZATI.ON,
By executing this Agreement, NASCARS's and Th4S's agents affirm that each is
authorized to execute this Agreement and that all representations made herein with regard to
NASCARS's and TNhIS's and identity, address, and legal status (corporation, partnership.
uidiNridual,dba,etc.)are true and correct.
28. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have re-Viewed and revised thus
Agreement and that the nornral 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.
29. NASCAR AGREEXIENTT: NASCAR Joins this Asreernent solely with respect to
paragraphs D., and E: of(lie Reeitals: the following paragraphs of the "Agreement" section: 4-,
5.(a) (%ul only with respect to covenants rnade(Grectly by NASCAR): and sections 8, 10, 11, 12,
13, 14, 15, 17, 18, 19,20,22, 23,26,27, and 28.
E,XECtTTED to he EFFECTIVE as of the date set forth Section 2 of this Agreement:
C UY OF FORT WORTH: TEXAS MOTOR SPEEDAAY;INC:.,
a Texas corporation:
By: By:
Susan Oanis Eddie Gossage
AsIMIAnt City Manager President and General Nil { ger
Date: I �d ?lD I Dater 1�
Major Events Rrunbursanent Program Agreement between
City of Fort Wordi.NASCAR,and Tcx&-,Motor Speedway.enc. 12 of 13
APPROVED AS TO FORM NATIONAL ASSOCIATION FOR STOCK
AND LEGALFIFY- CAR AUTO RACING,INC., a Fiorida Corp.
Tyler F-Wal4i� Steve O'Donnell,Executive Vice ident
Assistant City Attorney Racing Operations and(Uef Racing
Development Officer
Date: 0/00
ATTEST)
'T
mc: UA
VrKayser
ty Secretary
1295.- KIA
CITY OF]FORT WORTH
Contract Compliance Manager.
By signing I admowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring all performance and reporting requirements.
Mana"ent Analyst H
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Major R%v=Rximburscmwt Program Agrcemmt betw=
City of Fart War&.NASCAR,and Texas Motor Speedway,Ine 13 of 13