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HomeMy WebLinkAboutR-03-1050J-03-846 09/25/03 RESOLUTION NO. A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE REVOCABLE LICENSE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN RACEWORKS, LLC, BAYFRONT PARK MANAGEMENT TRUST, AND THE CITY OF MIAMI TO REDUCE THE AMOUNT OF THE CITY'S USE FEE BY $30,000 FOR THE 2003 RACE EVENT, "GRAND PRIX AMERICAS -DOWNTOWN MIAMI" TO BE HELD SEPTEMBER 26-28, 2003, CLARIFY LICENSEE'S LIABILITY RELATED TO THE PAYMENT OF ALL TAXES ASSOCIATED WITH THE RACE EVENTS, AND TO REFLECT THE LICENSEE'S CHANGE OF ADDRESS; MORE PARTICULARLY BY AMENDING SECTIONS 11, 38 AND 53 OF THE AGREEMENT. WHEREAS, on May 15, 2002, the City of Miami ("City") and Bayfront Park Management Trust ("Trust") entered into a Revocable License Agreement ("Agreement") with Raceworks, LLC ("Licensee") to promote and stage motor vehicle races in Downtown Miami; WHEREAS, pursuant to the Agreement, the parties intended that Raceworks be liable for paying all taxes associated with its events, whether they be assessed against Raceworks, the City or the Trust; and CITY COMMISSION MEETING OF S F r 2 5 2003 Resolution No. ,J3-105 WHEREAS, this year, Raceworks' race event, known as "Grand Prix Americas -Downtown Miami," will be held September 26 through 28, 2003 ("2003 Race Event"); and WHEREAS, to resolve an issue regarding the provision of the City's sanitation services for the 2003 Race Event, the City shall reduce the amount of the City's use fee by $30,000 for the 2003 Race Event; and WHEREAS, the parties agreed to amend Section 11 of the Agreement to reduce the amount of the City's use fee by $30,000 for the 2003 Race Event, amend Section 38 of the Agreement to clarify the liability of all taxes associated with the race events and amend Section 53 to reflect the Licensee's official change of address; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Page 2 of 4 j3_1050 Section 2. The City Manager is authorizedil to execute Amendment No. 1 to the Revocable License Agreement, in substantially the attached form, between Raceworks, the Trust and the City, to amend Section 11 of the Agreement to reduce the amount of the City's Use Fee by $30,000 for the 2003 race event, "Grand Prix Americas -Downtown Miami," amend Section 38 of the Agreement to clarify Licensee's liability related to the payment of all taxes associated with the race events, and amend Section 53 of the Agreement to reflect the Licensee's change of address. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor .2/ 1� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. �� If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 3 of 4 -J3--1050 PASSED AND ADOPTED this 25th ATTEST: (?141,IA.3, eL �� /�� r PRISCILLA A. HOMPSON CITY CLERK APPROVED CI Y 554:tr:AS:BSS LLO AND CORRECTNESS: day of September , 2003. Page 4 of 4 NJ3-x.050 ,S-1 AMENDMENT NO. 1 TO REVOCABLE LICENSE AGREEMENT This amendment (hereinafter referred to as "Amendment") to the Revocable License Agreement (hereinafter referred to as "Agreement") dated May 15, 2002, by and between Raceworks, LLC, a limited liability corporation organized and existing under the laws of the State of Delaware and licensed as a foreign corporation in the State of Florida (hereinafter referred to as "Licensee"), the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "City"), and Bayfront Park Management Trust, a limited agency and instrumentality of the City of Miami (hereinafter referred to as "Trust"), is made as of this day of , 2003, but is effective as of August 11, 2003. Recitals Whereas, on May 15, 2002, the parties hereto entered into the Agreement for Licensee to promote and stage motor vehicle races in Downtown Miami; and Whereas, in the Agreement, the parties intended that Raceworks be liable for paying all taxes associated with its events, whether they be assessed against Raceworks, the City or the Trust; Whereas, the parties agree to amend Section 38 of the Agreement to make that intention clearer and to amend Section 53 to reflect the Licensee's change of address; Whereas, to address the Licensee's concerns regarding the cost of the sanitation Services for the 2003 Race Event, City agrees to reduce the amount of City Use Fee by $30,000. Now therefore, in consideration of ten dollars ($10.00) paid by Licensee to City and Trust and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Amendment to Section 38. Section 38 of the Agreement, entitled "Taxes," is hereby deleted in its entirety and the following is inserted: Other than the ones contemplated herein, during the term of this Agreement and any extensions thereof, the City and the Trust (if Bayfront Park is not utilized) shall not levy any assessments, charges, taxes, penalties, or fees that is applicable solely against Licensee, its operations, sales, tangible or intangible property, revenues, profits, or any vendors, sponsors, racing series, sanctioning organization contracting with Licensee or any customers in relation to ownership, management, promotions, operation or staging of the Race Events. Throughout the term of this Agreement and any extension thereof, Licensee shall pay, whether assessed against the Licensee, the City or the Trust, all taxes, assessments and other governmental charges that may be levied upon the promotions, operations and any other use granted to Licensee under this Agreement. Revocable License Agreement Amendment No. 1 ! 2. Amendment to Section 53. Section 53 of the Agreement, entitled "Notices," is hereby deleted in its entirety and the following is inserted: All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by hand, telecopy, or registered mail addressed to the other party at the address indicated herein. Such notice shall be deemed given on the day on which hand delivered; faxed or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. If to the: City Recipient of Notice City Manager City of Miami 2500 Pan American Drive Miami, Florida Trust Executive Director Bayfront Management Trust 301 N. Biscayne Boulevard Miami, Florida 33132 Raceworks United States of America Chuck M. Martinez President & General Manager Grand Prix Americas 232 Andalusia Ave, Suite 360 Coral Gables, FL 33131 Michelle A. Wolfe Attorney Advisor U.S. Army Corps Engineers Real Estate Division P.O. Box 4970 Jacksonville, Flo 32232-0019 of rida Copy to: City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33233- 0708 City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33233- 0708 3. Amendment to Section 11. Section 11 of the Agreement is hereby amended to reduce the amount of the City Use Fee by $30,000 for the 2003 Race Event, scheduled for September 26-28, 2003. 2 Revocable License Agreement Amendment No. 1 4. Effect of this Amendment. All remaining terms of the Agreement, not specifically amended herein, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers and hereunto duly authorized as of the date first above written. ATTEST: Print Name: Print Title: ATTEST: RACEWORKS, LLC, a Delaware corporation. Chuck Martinez President and General Manager CITY OF MIAMI, a municipal corporation of the State of Florida Priscilla A. Thompson Joe Arriola City Clerk City Manager ATTEST BAYFRONT PARK MANAGEMENT TRUST, a limited agency and instrumentality of the City of Miami Print Name: Tim Schmand Print Title: Executive Director APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS Diane Ericson, Director Risk Management Revocable License Agreement Amendment No. 1 Alejandro Vilarello City Attorney 3 OA -1050 CITY OF MIAMI, FLORIDA [i 1 INTER -OFFICE MEMORANDUM F.\J Honorable Mayor & Members of DATE: September 19, 2003 FILE Miami City ssion SUBJECT: Amendment No. 1 — Revocable License Agreement with Raceworks FROM: REFERENCES: Joe rriola Ci Manager ENCLOSURES: Recommendation: It is respectfully recommended that the City Commission consider the adoption of the attached resolution authorizing the City Manager to execute Amendment No. 1 to the Revocable License Agreement ("Agreement") between Raceworks, LLC ("Licensee"), the Bayfront Park Management Trust ("Trust"), and the City of Miami ("City"). Background: The proposed amendment to language in Section 38 of the Agreement will provide for greater clarity with respect to the intent of the signatories. The parties to the Agreement intended that Licensee be liable for paying all taxes associated with its events, whether they be assessed against Licensee, the City, or the Trust. The proposed amendments will silence any questions with respect to the tax liability discussed in that section. 93-1050 Prisd C:'l`y' G 11 ; v AMENDMENT NO. 1 TO REVOCABLE LICENSE AGREEMENT This amendment (hereinafter referred to as "Amendment') to the Revocable License Agreement (hereinafter referred to as "Agreement") dated May 15, 2002, by and between Raceworks, LLC, a limited liability corporation organized and existing under the laws of the State of Delaware and licensed as a foreign corporation in the State of Florida (hereinafter referred to as "Licensee"), the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "City"), and Bayfront Park Management Trust, a limited agency and instrumentality of the City of Miami (hereinafter referred to as "Trust"), is made as of this day of , 2003, but is effective as of August 11, 2003. Recitals Whereas, on May 15, 2002, the parties hereto entered into the Agreement for Licensee to promote and stage motor vehicle races in Downtown Miami; and Whereas, in the Agreement, the parties intended that Raceworks be liable for paying all taxes associated with its events, whether they be assessed against Raceworks, the City or the Trust; Whereas, the parties agree to amend Section 38 of the Agreement to make that intention clearer and to amend Section 53 to reflect the Licensee's change of address. Now therefore, in consideration of ten dollars ($10.00) paid by Licensee to City and Trust and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Amendment to Section 38. Section 38 of the Agreement, entitled "Taxes," is hereby deleted in its entirety and the following is inserted: Other than the ones contemplated herein, during the term of this Agreement and any extensions thereof, the City and the Trust (if Bayfront Park is not utilized) shall not levy any assessments, charges, taxes, penalties, or fees that is applicable solely against Licensee, its operations, sales, tangible or intangible property, revenues, profits, or any vendors, sponsors, racing series, sanctioning organization contracting with Licensee or any customers in relation to ownership, management, promotions, operation or staging of the Race Events. Throughout the term of this Agreement and any extension thereof, Licensee shall pay, whether assessed against the Licensee, the City or the Trust, all taxes, assessments and other governmental charges that may be levied upon the promotions, onerations and any other use granted to Licensee under this Agreement, 1 Revocable License Agreement Amendment No. 1 03- 1.050 2. Amendment to Section 53. Section 53 of the Agreement, entitled "Notices," is hereby deleted in its entirety and the following is inserted: All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by hand, telecopy, or registered mail addressed to the other party at the address indicated herein. Such notice shall be deemed given on the day on which hand delivered; faxed or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. If to the: Recipient of Notice City City Manager City of Miami 2500 Pan American Drive Miami, Florida Trust Executive Director Bayfront Management Trust 301 N. Biscayne Boulevard Miami, Florida 33132 Raceworks Chuck M. Martinez President & General Manager Grand Prix Americas 232 Andalusia Ave, Suite 360 Coral Gables, FL 33131 United States Michelle A. Wolfe of America Attorney Advisor U.S. Army Corps of Engineers Real Estate Division P.O. Box 4970 Jacksonville, Florida 32232-0019 Copy to: City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33233- 0708 City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33233- 0708 Into 9� �e a-rk 3. Effect of this Amendment. All remaining terms of the Agreement, not specifically amended herein, shall remain in full force and effect. 2 Revocable License Agreement Amendment No. 1 03 —1050 (Intentionally left blank) Submitted Into the public ,ecord 'r. connac�fi n item on '10 Prisdfla A. Ti City Cie-grk Revocable License Agreement Amendment No. 1 n 13 -1 0�O IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers and hereunto duly authorized as of the date first above written. ATTEST: Pn Name: 1 iC10- Rr Print Title: c) pe ca:: ions Mano3 e r' ATTEST: Priscilla A. Thompson City Clerk ATTEST Print Name: Print Title: APPROVED AS TO INSURANCE REQUIREMENTS: Diane Ericson, Director Risk Management RACEWORKS, LLC, a Delaware corporation. Chuck Martinez President and General Manager CITY OF MIAMI, a municipal corporation of the State of Florida Joe Arcola City Manager BAYFRONT PARK MANAGEMENT TRUST, a limited agency and instrumentality of the City of Miami Tim Schmand Executive Director APPROVED AS TO FORM AND CORRECTNESS Alejandro Vilarello City Attorney Submitted lr .t® the public r God" F - , 6' $ �eW"S .. Caai.. City Clerk 4 Revocable License Agreement Amendment No. 1 3-10