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HomeMy WebLinkAboutR-02-1050J-02-827 9/26/02 RESOLUTION NO. 02-1050 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT (S) RESCINDING RESOLUTION NO. 02 -834, IN ITS ENTIRETY, WHICH AUTHORIZED THE CITY MANAGER TO EXECUTE A REVOCABLE PERMIT WITH RACEWORKS, LLC, FOR THE PURPOSE OF STORING APPROXIMATELY 4,000 BARRIER TIRES ON TWO (2) ACRES OF VACANT LAND AT VIRGINIA KEY AND SUBSTITUTING IN LIEU THEREOF THIS RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE PERMIT ("PERMIT"), IN SUBSTANTIALLY THE ATTACHED FORM, WITH RACEWORKS, LLC ("PERMITTEE"), REVOCABLE -AT -WILL, FOR THE PURPOSE OF STORING RACE COURSE SAFETY SYSTEMS, EQUIPMENT, AND BARRICADES ON UP TO FIVE (5) ACRES OF VACANT LAND AT VIRGINIA KEY, SUBJECT TO PERMITTEE: (1) PROVIDING THE CITY WITH A LETTER OF CREDIT, RENEWABLE ANNUALLY, IN THE AMOUNT OF $40,000 AS SECURITY TO COVER THE COST OF REMOVAL AND DISPOSAL OF SAID RACE COURSE SAFETY SYSTEMS, EQUIPMENT, AND BARRICADES; (2) TEMPORARY STORAGE FOR NOT TO EXCEED SIX (6) MONTHS AND PERMITTEE WILL SECURE ALTERNATIVE LOCATION THEREAFTER; (3) REMOVING AND DISPOSING OF THE RACE COURSE SAFETY SYSTEMS, EQUIPMENT, AND BARRICADES UPON THE REVOCATION OF THE PERMIT AND RESTORING THE AREA TO A CONDITION ACCEPTABLE TO THE CITY MANAGER, AND (4) IN ACCORDANCE WITH ALL TERMS AND CONDITIONS SET FORTH IN THE PERMIT. CITY COMMISSION MEETING OF S E P 2 6 2002 Resolution No. 02-1050 WHEREAS, the City and Raceworks, LLC ("Permittee") entered into a Revocable License Agreement ("Agreement") on May 15,2002, to hold a street racing event in downtown Miami during the month of October 2002; and WHEREAS, the Agreement included a provision that the City would use its best efforts to locate a site within the City to store Permittee's race course safety systems, equipment and barricades for the race; and WHEREAS, the City has identified approximately five (5) acres on Virginia Key adjacent to the water treatment plant that can be used for the storage of race course safety systems, equipment and barricades; and WHEREAS, the City Commission has determined that it is in the best interest of the City to rescind the revocable permit authorized by Resolution No. 02-834 and enter into a new Revocable Permit ("Permit") for use of property on Virginia Key; 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 Cot -100 Section 2. Resolution No. 02-834, which authorized the City Manager to execute a Revocable Permit with Raceworks, LLC, for storage of approximately four thousand (4,000) barrier wall tires on vacant land at Virginia Key is rescinded in its entirety and this Resolution is substituted in lieu thereof. Section 3. The City Manager is authorized to execute a Revocable Permit, in substantially the attached form, between the City of Miami "Permittee", revocable at -will, for the purpose of storing race course safety systems, equipment, and barricades on up 'to five (5) acres of vacant land at Virginia Key, subject to Permittee: (1) providing the City with a Letter of Credit, renewable annually, in the amount of $40,000.00 as security to cover the cost for removal and disposal of said race course safety systems, equipment, and barricades, and restoration of the Area in the event Permittee fails to do same; (2) temporary storage for not to exceed six (6) months and Permittee will secure alternative thereafter; (3) removing and disposing of the race course safety systems, equipment, and barricades upon the revocation of the Permit and restoring the Area to a condition acceptable to the City Manager; and (4) in accordance with all terms and conditions set forth in the Permit. Page 3 of 4 02-1050 Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor Y PASSED AND ADOPTED this 26th day of September , 2002. ATTEST: / d{1, PRISCILLA A. THOMPSON CITY CLERK APPROVED A RM AN D VILARELEU CIT TORNEY 570:tr:AS:BSS CTNESS e, MANUEL A. DIAZ, MAYO 1/ 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 4 of 4 02--1050 TO: Honorable Mayor and Members of the City Commission RECOMMENDATION: CITY OF MIAMI, FLORIDA CA=10 INTER-OFFICE MEMORANDUM DATE: SEP 12 2.002 FILE : Resolution Authorizing City Manager to sue IECT : Execute a Revocable Permit for storage of race course safety systems equipment, and barricades with REFERENCERaceworks, LLC at Virginia Key. ENCLOSURES: It is respectfully requested that the Miami City Commission rescind Resolution 02-834, which authorized the City Manager to execute a Revocable Permit with Raceworks, LLC for storage of approximately four thousand (4,000) barrier wall tires on approximately two (2) acres of vacant land at Virginia Key, and adopt the attached Resolution authorizing the City Manager to execute a Revocable Permit ("Permit"), in substantially the attached form, between the City of Miami ("City") and Raceworks, LLC ("Permittee"), for the storage of race course safety systems, equipment, and barricades on up to five (5) acres of vacant land at Virginia Key in support of race/motorsports events in Downtown Miami. This Permit shall be on a month-to-month basis, revocable -at -will, not be assignable, and require Permittee to provide the City with a Letter of Credit, renewable annually, as security in the amount of $40,000.00 to cover the cost for removal and disposal of said race course safety systems, equipment, and barricades, and restoration of the area. BACKGROUND: On May 15, 2002, the City and Permittee entered into a Revocable License Agreement ("Agreement") to conduct a street race in downtown Miami during the month of October 2002. The Agreement included a provision that the City would use its best efforts to locate and provide property for the storage of the race course safety systems, equipment, and barricades. In the event that the City is able to locate a storage facility for Permittee to store the race course safety systems, equipment and barricades, the City shall issue to Permittee a thirty (30) day revocable permit for storage of said equipment. The use of the area for storage is an in-kind service provided by the City and it has a present approximate value of $50,000. The value shall increase annually in accordance with the Consumer Price Index, published by the U.S. Department of Labor, however the annual increase shall not exceed four percent (4%). The Licensee shall be solely responsible for any transportation or other costs associated with such storage. Permittee requested immediate assistance from the City to only store its barrier wall tires until the racing event. The City identified vacant land on Virginia Key. On July 25, 2002, the City Commission, adopted Resolution 02-834, which authorized the City Manager to execute a Revocable Permit with Permittee for the purpose of using approximately two (2) acres of vacant land on Virginia Key to store its barrier wall tires. However, Permittee found an alternate site to store its barrier wall tires until the racing event. Permittee subsequently requested that the City provide a storage area on Virginia Key so that it can construct a storage yard, and 02-1050 Honorable Mayor and Members of the City Commission Page 2... store all of its race course safety systems, equipment and barricades after the racing event. The City has identified up to five (5) acres of vacant land on Virginia Key that can be used to store said racing equipment. Highlights of the Permit are as follows: Use Period: Commences upon the full execution of this Revocable Permit and continues on a month- to-month basis until the first to occur of the following: a) cancellation or termination by the by express written agreement of the parties hereto; or b) cancellation or termination by request of any of the parties hereto, subject to the notice provisions of "Cancellation By Request of Either of the Parties Without Cause" and "Termination By City Manager For Cause". Utilities: Permittee, at its sole cost and expense, shall pay all utilities including water and sewer. Security: $40,000 Letter of Credit, renewable annually, with annual increases of 4% as security to the City for disposal of the racing equipment. Taxes: Permittee shall pay. Improvements: Permittee, at its sole cost and expense, within 180 days of the execution of the Permit, shall be responsible for constructing a storage yard facility, including installing a fence to secure the storage area, subject to the approval of the City Manager, and shall be responsible for obtaining all permits, make all necessary improvements as requested by the City in relocating, securing, and maintaining its equipment. All permanent improvements to the Area are a donation to the City and are immediately vested with the City. Maintenance: Permittee, at its sole cost and expense, shall maintain the Area. Insurance: Permittee shall provide the required insurance, which includes commercial general liability in the amount of $1,000,000, "Ali Risk" property insurance on Licensee's improvements, Auto insurance, Worker's Compensation in the form and amounts required by State law. Fiscal Impact: There is no financial impact to the general fund of the City. CAGdDB /pk/City Manager — Cover Memo Mayor CC Raceworks Rev. Permit 02-1050 REVOCABLE PERMIT ISSUED BY THE CITY OF MIAMI TO RACEWORKS LLC FOR THE OCCUPANCY OF THE PROPERTY LOCATED ON VIRGINIA KEY MIAMI, FLORIDA 02-1050 CONTENTS 1. Purpose 1 2. Occupancy And Use Period 2 3. Continuous Duty To Operate 2 4. Interest Conferred By This Permit 2 5. Security Deposit 3 6. Adjustment To Security 3 7. Utilities 4 8. Condition Of The Area 4 9. Improvements to the Area 5 10. Alterations, Additions Or Replacements 5 11. Violations, Liens And Security Interests 6 12. City Access To Area 7 13. Indemnification And Hold Harmless 7 14.Insurance 8 15. No Liability 9 16. Taxes And Fees 10 17. Revocation By Request Of Either Of The Parties Without Cause 10 18. Termination By City Manager 10 19. This Revocable Permit is Revocable At Will 11 20. Notices 11 21. Advertising 11 22. Ownership Of Improvements 12 23. Surrender Of Area 13 24. Savings And Severability 14 25. No Assignment Or Transfer 14 26. Nondiscrimination 14 27. Affirmative Action 14 28. Minority/Women Business Utilization 14 29. Waiver Of Jury Trial 14 i -x.050 30. Waiver 31. Amendments And Modifications 32. Court Costs And Attorney(s)' Fees 33. Compliance With All Laws Applicable 34. Hazardous Materials 35. Radon Gas 36. Entire Permit 37. Conflict of Interest Exhibits M 17 14 15 15 15 16 16 16 02-1050 REVOCABLE PERMIT This Revocable Permit ("Permit") is made this _ day of 2002, between the City of Miami (the "City") a municipal corporation of the State of Florida and 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 ("Permittee"). RECITALS WHEREAS, on May 15, 2002, the City and Permittee entered into a Revocable License Agreement ("Agreement") which allows for Permittee to conduct a motor racing event in the month of October 2002, and WHEREAS, pursuant to Paragraph 24 of said Agreement, the City would use its best efforts to find storage of certain Race course equipment for Permittee in order to accomplish this goal; and WHEREAS, this Permit is not assignable; and WHEREAS, this Permit is revocable -at -will by the City; and WHEREAS, in order to carry out the intent as expressed herein and in consideration of the mutual Permit subsequently contained, the City and Permittee agree as follows: 1. Purpose. The City is the owner of real property and improvements thereon at Virginia Key, Miami, Florida (the "Property"). The City has determined that up to five (5) acres of vacant land within the Property (the "Area") which is depicted in Exhibit "A" attached hereto and made a part hereof, is not needed at this time by any of the City's offices or departments. The City has expressed its desire to assist Permittee in accomplishing its purpose and in furtherance thereof authorizes Permittee to occupy and use the Area for the Permitted Use, as hereinafter defined, under the conditions hereinafter set forth. The use of the Area is strictly limited to the storage of race course safety systems, equipment and barricades such as tire (barrier) wall pallets, pre -cast concrete barrier walls, pedestrian bridge spans with associated towers and stair units, chain link fencing, steel cabling, steel fence posts, signage, and banners, and is not to be used for any other purpose whatsoever (the "Permitted Use"). Any use of the Area not authorized under the Permitted Use must receive the written consent of the City Manager, which consent may be withheld for any or no reason, including, but not limited to additional financial consideration. 02-1050 2. Occupancy And Use Period. This Permit shall commence as of the date upon which the City Manager executes this Permit (the "Effective Date") and shall continue on a month-to-month basis until the first to occur of the following: (a) cancellation or termination by the express written agreement of the parties hereto; or (b) cancellation or termination by request of any of the parties hereto, subject to the notice provisions of "Revocation Bequest Of Either Of The Parties Without Cause" and "Termination By City Manager." (c) revocation by the City. 3. Continuous Duty To Operate. Except where the Area is rendered untenantable by reason of fire or other casualty, Permittee shall at all times during this Permit, occupy the Area upon the Effective Date and shall thereafter continuously conduct operations in the Area in accordance with the terms of this Permit. 4. Interest Conferred By This Permit. Permittee agrees that this Permit has been issued by the City to authorize Permittee to occupy the Area solely for the limited purpose of the Permitted Use and for no other purpose. The parties hereby agree that the provisions of this Permit do not constitute a lease and the rights of Permittee hereunder are not those of a tenant but is a mere personal privilege to do certain acts of a temporary character and to otherwise use the Area subject to the terms of this Permit. No leasehold interest in the Area is conferred upon Permittee under the provisions hereof and Permittee does not and shall not claim at any time any leasehold estate or ownership interest in the Area by virtue of this Permit or its use of the Area hereunder. Additionally, Permittee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Area by virtue of any expenditure of funds by the Permittee for improvements, construction, repairs, partitions or alterations to the Area which may be authorized by the City. 5. Security Deposit. Simultaneously with the execution of this Permit, the Permittee shall provide the City with a Letter of Credit (the "Security"), issued by a local state or federal banking institution, in the amount of forty thousand dollars ($40,000.00) as guarantee for the full and faithful performance by Permittee of 2 02-1054 all obligations of Permittee under this Permit or in connection with this Permit including but not limited to, the cost of removal and disposal of all race course storage personal property stipulated in the Permitted Use. The International Standby Practices whose rules are set by the International Chamber of Commerce shall govern the Security. The Security shall be irrevocable. The Security shall be in a form and substance acceptable to the City Manager, contain such terms and conditions as may be required by the City Manager, and shall guarantee the City's ability to remove the race course storage personal property. The Security shall provide for an automatic payment to the City upon expiration thereof unless a replacement Letter of Credit is issued to the City within thirty (30) days prior to the expiration thereof. Said Security shall be made payable to "City of Miami" and shall be mailed to the Finance Department, 444 S.W. 2°a Avenue, 6th Floor, Attention: Collections, Miami, Florida 33130, or such other address as may be designated from time to time. If Permittee is in violation (as provided in "Termination By Ci1y Manager") beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Security for the payment of (i) any fee or other sum of money which Permittee was obligated to pay but did not pay, (ii) any sum expended by the City on Permittee's behalf in accordance with the provisions of this Permit, or (iii) any sum which the City may expend or be required to expend as a result of Permittee's violation. The use, application or retention of the Security or any portion thereof by the City shall not prevent the City from exercising any other right or remedy provided for under this Permit or at law and shall not limit any recovery to which the City may be entitled otherwise. At any time or times when the City has made any such application of all or any part of the Security, Permittee shall provide the City with Security of the sum or sums equal to the amounts so applied by City within ten (10) days of written notice by the City. If Permittee is not in violation of this Permit upon the revocation or termination thereof, the City shall agree to release the Security upon the Permittee's removal of its race course personal property and Permittee vacating the Area in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the cancellation of the Security by Permittee, the City shall be completely relieved of liability with respect to the Security. 6. Adjustment Security. Commencing twelve months from the Effective Date, or on the first day of the following month if the Effective Date is not on the first of the month, and every twelve months thereafter (the "Anniversary Date(s)"), in the event that Permittee has continued to use the Area, Permittee agrees that the Security shall be increased by four percent (4%) of the Security in effect for the immediately preceding Permit Anniversary Date. On each Anniversary Date that Security is renewed, Permittee 3 02-1050 shall remit to the City a Letter of Credit adjusted for the increase in Security. Nothing in this paragraph shall be construed to grant Permittee the right to use the Area or maintain the Area for a term greater than on a month-to-month basis. 7. Utilities. Permittee shall pay for all utilities and services, including but not limited to, electricity, water, stormwater fees, gas, telephone, garbage and sewage disposal used by Permittee during its occupancy of the Area, as well as all costs for installation of any lines and equipment necessary. Permittee, at its sole cost, shall install all utilities required for its use and shall be billed directly by the applicable utility company for such services. In the event the City is billed for any utility or service that is a result of Permittee's use of the Area, Permittee shall reimburse such amount to the City within five (5) calendar days of notification of the City's receipt of said bill. 8. Condition Of The Property. Permittee accepts the Area "as is", in its present condition and state of repair and without any representation by or on behalf of City, and agrees that City shall, under no circumstances, be liable for any latent, patent or other defects in the Area. Permittee, at its sole cost, shall maintain the Area in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. Permittee shall be responsible for all repairs to the Area required or caused by Permittee's use of part thereof. Permittee agrees to make all changes necessary to the Area at Permittee's sole cost and expense in order to comply with all City, County, State and Federal code requirements for Permittee's occupancy thereof. 9. Improvements to the Area. Permittee, at its sole cost and expense, shall perform the design and construction of a storage facility on the Area as detailed in Exhibit "B". Permittee, at its sole cost and expense, shall provide the City with a boundary survey of the Area and shall be responsible for installing fencing around the boundary of the Area in order to secure Permittee's race course personal property, subject to obtaining all necessary permits, and planting landscape improvements that may be requested by the City. However, the boundary survey of the Area shall not exceed five (5) acres. Permittee has agreed that all improvements to the Area shall be at its sole cost and expense, and automatically voluntarily donated to the City upon its construction. 4 02-1050 The storage facility shall be designed, constructed and operated in accordance with all statutes, laws, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Area as they presently exist and as they may be amended hereafter (the "Governmental Regulations"). Permittee hereby agrees to pay for and obtain all permits and licenses required by the Governmental Regulations. The City, as owner of the Area, shall assist Permittee in obtaining such permits and approvals, but shall not be required to expend funds to obtain any permits or approvals. Permittee, if required, at its sole cost and expense, shall obtain a `Beneficial Use" approval by the State of Florida Department of Environmental Protection, if necessary, in order to store tire barrier wall pallets, including any other race course personal property in the Area as previously mentioned in Paragraph 1. of this Permit. The design and plans of the storage facility shall be subject to the approval of the City Manager, at his sole discretion. The design and construction of the storage facility shall be completed within 180 days from the Effective Date unless this Permit is revoked or terminated prior to its completion. Issuance of a Certificate of Occupancy for the Area shall serve as evidence that the construction of the facility has been completed. 10. Alterations, Additions Or Replacements. Except in the event of an emergency, Permittee shall not make any repair or alteration required or permitted to be performed by Permittee without first receiving the written approval of the City Manager or his/her designee, which approval may be conditioned or withheld for any or no reason whatsoever. If the City approves such request, no repair or alteration shall be commenced until such plans and specifications therefore shall have been submitted to and approved by the City Manager. In the event of an emergency, Permittee may reasonably proceed to perform such repair work and shall immediately notify City of such work. All alterations must be in compliance with all statutes, laws, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Area as they presently exist and as they may be amended hereafter. 11. Violations, Liens And Security Interests. 5 02-1050 Permittee, at its expense and with due diligence and dispatch, shall secure the cancellation or discharge of or bond off same in the manner permitted by law, all notices of violations arising from or otherwise in connection with Permittee's improvements or operations in the Area which shall be issued by any public authority having or asserting jurisdiction. Permittee shall promptly pay its contractors and materialsmen for all work and labor done at Permittee's request. Should any such lien be asserted or filed, regardless of the validity of said liens or claims, Permittee shall bond against or discharge the same within fifteen (15) calendar days of Permittee's receipt of notice of the filing of said encumbrance. In the event Permittee fails to remove or bond against said lien by paying the full amount claimed, Permittee shall pay the City upon demand any amount paid out by City, including City's costs, expenses and reasonable attorneys' fees for the removal of such lien. Permittee further agrees to hold City harmless from, and to indemnify the City against, any and all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims of any contractor, subcontractor, materialman, laborer or any other third person with whom Permittee has contracted or otherwise is found liable for, in respect to the Area. Nothing contained in this Permit shall be deemed, construed or interpreted to imply any consent or Permit on the part of City to subject the City's interest or estate to any liability under any mechanic's or other lien asserted by any contractor, subcontractor, materialsman or supplier thereof against any part of the Area or any of the improvements thereon and each such contract shall provide that the contractor must insert a statement in any subcontract or purchase order that the contractor's contract so provides for waiver of lien and that the subcontractor, materialman and supplier agree to be bound by such provision. 12. City Access To Area. City and its authorized representative(s) shall have at all times access to the Area and Property. City will maintain a complete set of keys to the Area. Permittee, at its sole cost and expense, may duplicate or change key locks to the Area but not until first receiving written approval from the Director of the Office of Asset Management (hereinafter "Director") for such work. In the event Permittee changes key locks as approved by the Director, Permittee, at its sole cost and expense, must also provide to City a copy or copies of said keys, if more than one copy is required. The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to perform any obligations of Permittee hereunder which Permittee has failed to perform after written notice thereof to Permittee, Permittee not having cured such matter within ten (10) days of such notice, (c) to assure Permittee's compliance with the terms and provisions of this Permit and all applicable laws, ordinances, rules and regulations, (d) to show the Property, inclusive of the Area, to prospective 6 02-1050 purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's municipal and corporate purpose; provided, however, that City shall make a diligent effort to provide at least 24 -hours advance notice and Permittee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City, as owner of the property, shall not be liable for any loss, cost or damage to the Permittee by reason of the exercise by the City of the right of entry for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon City any liability of any kind whatsoever nor relieve the Permittee of any responsibility, obligations or liability assumed under this Permit. 13. Indemnification And Hold Harmless. The Permittee shall indemnify, hold harmless and defend the City from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising from storage of the Permitted Use, and environmental matters during the period of this Permit, for any personal injury, loss of life or damage to property sustained in or on the Area, by reason of or as a result of Permittee's use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in an about the defense of any such claims and the investigation thereof; even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. 14. Insurance. Permittee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Permit, the following insurance coverage: A. Commercial General liability insurance on a Comprehensive General liability coverage form, or its equivalent, including premises, operations and contractual coverage's against all claims, demands or actions for bodily injury, personal injury, death or property damage occurring in or about the Area with such limits as may be reasonably requested by the City from time to time but not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. The City shall be named as Additional Insured on the policy or policies of insurance. B. Automobile liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this Permit. The policy or policies of insurance shall contain a combined single limit of at least $500,000 for bodily injury and property damage. The requirements 02--1050 of this provision will be waived upon submission of a written statement from Permittee that no automobiles are used to conduct business. C. "All Risk" property insurance against loss or damage by fire, windstorm, with such endorsements for extended coverage, vandalism, malicious mischief, flood and special coverage, insuring 100% of the replacement cost of the improvements, fixtures, equipment, and all other personal property in and about the Area. D. Worker's Compensation in the form and amounts required by State law. E. The City of Miami, Division of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Permittee. The Permittee shall provide any other insurance or security reasonably required by the City. F. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the City. Said notice should be delivered to the City of Miami, Division of Risk Management, 444 SW 2 Avenue, 9`h Floor, Miami, Florida 33130, with copy to City of Miami, Office of Asset Management, 444 SW 2 Avenue, 3`d Floor, Miami, Florida 33130, or such other address that may be designated from time to time. G. A current Evidence and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Office of Asset Management at the commencement of the term of this Permit and a new Evidence and Policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class "X" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives which indicates less coverage than required does not constitute a waiver of the Permittee's obligation to fulfill the insurance requirements herein. In the event Permittee shall fail to procure and place such insurance, the City may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by Permittee to the City as an additional fee upon demand and shall in each instance be collectible on the first day of the month or any subsequent month following the date of payment by the City. Permittee's failure to procure insurance shall in no way release Permittee from its obligations and responsibilities as provided herein. 8 02-1050 15. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by Permittee, its officers, agents, employees, invitees or patrons occurring in or about the Area that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Area, or from the breakage, leakage, obstruction or other defects of the pipes, wires, plumbing of the Area, or from hurricane or any act of God or any act of negligence of any user or occupants of the Area or any person whomsoever whether such damage or injury results from conditions arising upon the Area or upon other portions of the Property or from other sources. Permittee indemnifies the City its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Permittee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Area, Permittee, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Permittee's use of the Area. 16. Taxes and Fees Permittee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Area, its proportionate share of the Property and/or against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Area by Permittee, including, but not limited to, ad valorem taxes, fire fees and parking surcharges. In the event Permittee appeals a tax or fee, Permittee shall immediately notify the City of its intention to appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred percent (100%) of the contested tax or fee with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. 17. Revocation By Request Of Either Of The Parties Without Cause. 9 02-x,050 Either party may cancel this Permit at any time by giving thirty (30) days written notice to the non -canceling party prior to the effective date of the cancellation. 18. Termination By City Manager. In the event the Revocable License Agreement dated May 15, 2002, between the City and Raceworks, LLC is revoked or invalidated or terminated, this Permit shall be automatically revoked without the need for further action by the City. 19. This Revocable Permit is Revocable At Will. This Permit extended to the Permittee is revocable at will by the City Manager and without the consent of the Permittee. 20. Notices. All notices or other communications which may be given pursuant to this Permit shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to the City and Permittee at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: CITY OF MIAMI PERMITTEE City of Miami Mr. Peter Yanowitch, President Office of the City Manager Raceworks, LLC 444 SW 2 Avenue, 10' Floor 800 Brickell Avenue, Suite 550 Miami, FL 33130 Miami, Florida 33131 WITH A COPY TO: City of Miami City Attorney 444 SW 2 Avenue, Suite 945 Miami, FL 33130 City of Miami Office of Asset Management 444 SW 2 Avenue, Suite 325 Miami, FL 33130 21. Advertising. 10 02-1050 Permittee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Area without having first obtained the approval of the Director or his/her designee, which approval may be withheld for any or no reason, at Director's sole discretion. Permittee shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Permittee must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation or revocation of this Permit, Permittee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Area. If any part of the Area is in any way damaged by the removal of such items, said damage shall be repaired by Permittee at its sole cost and expense. Should Permittee fail to repair any damage caused to the Area within ten (10) days after receipt of written notice from the City directing the required repairs, the City shall cause the Area to be repaired at the sole cost and expense of Permittee. Permittee shall pay the City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. Permittee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Area an appropriate sign indicating the City having issued this Permit. 22. Ownership Of Improvements. As of the Effective Date and throughout the Use Period, all permanent improvements thereon shall be vested in the City. Furthermore, title to all permanent improvements, and alterations made in or to the Area, whether or not by or at the expense of Permittee, shall, unless otherwise provided by written Permit, immediately upon their completion become the property of the City and shall remain and be surrendered with the Area. 23. Surrender Of Area. In either event of cancellation pursuant to "Revocation By Reguest Of Either Of The Parties Without Cause" or "Termination By City Manager" or "This Revocable Permit is Revocable At Will", or at the expiration of the time limited by the notice, Permittee shall peacefully surrender the Area in good condition and repair together with all alterations, fixtures, installation, additions and improvements which may have been made in or attached on or to the Area. Upon surrender, Permittee shall promptly remove all its personal property, and Permittee shall repair any damage to the Area caused thereby. Should Permittee fail to repair any damage caused to the Area within ten (10) days 11 0-x.050 after receipt of written notice from the City directing the required repairs, the City shall cause the Area to be repaired at the sole cost and expense of Permittee. Permittee shall pay the City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. At the City's option, the City may require Permittee to restore the Area so that the Area shall be as it was on the Effective Date, ordinary wear and tear excepted. In the event Permittee fails to remove its personal property, and equipment from the Area within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as the City sees fit, all at Permittee's sole cost and expense. 24. Savings and Severbility Clause. It is the express intent of the parties that this agreement constitutes a Permit and not a lease. To further this intent, the parties agree as follows: (i) if any provision of this agreement, or the application thereof to any circumstance, suggest that a lease, rather than a Permit, has been created, then such provision shall be interpreted in the light most favorable to the creation of a Permit and (ii) if any provision of this agreement, or the application thereof to any circumstance, is determined by a court of competent jurisdiction to have created a lease rather than a Permit, then such provision shall be stricken and, to the fullest extent possible, the remaining provisions of this agreement shall not be affected thereby and shall continue to operate and remain in full force and effect. With regard to those provisions which do not affect the parties intent for this agreement constitute a Permit, should any provision, paragraph, sentence, word or phrase contained in this agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this agreement shall remain unmodified and in full force and effect or limitation of its use. 25. No Assignment Or Transfer. Permittee cannot assign or transfer its privilege of occupancy and use granted unto it by this Permit. 26. Nondiscrimination. 12 02-1050 Permittee shall not discriminate as to race, color, religion, sex, national origin, age, disability or marital status in connection with its occupancy and use of the Area and improvements thereon. 27. Affirmative Action. Permittee shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, the disabled and veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, Permittee shall submit a Statement of Assurance indicating that their operation is in compliance with all relevant Civil Rights laws and regulations. 28. Minority/Women Business Utilization. Permittee shall make every good faith effort to purchase/contract fifty-one percent (51 %) of its annual goods and services requirements from Hispanic, Black and Women businesses/professionals registered/certified with the City Office of Minority/Women Business Affairs. Such lists will be made available to the Permittee at the time of the issuance of the Permit by the City and updates will be routinely provided by the City's Office of Minority/Women Business Affairs. 29. Waiver Of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Permit, or arising out of, under or in connection with this Permit or any amendment or modification of this Permit, or any other Permit executed by and between the parties in connection with this Permit, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and Permittee entering into the subject transaction. 30. Waiver. No failure on the part of the City to enforce or insist upon performance of any of the terms of this Permit, nor any waiver of any right hereunder by the City, unless in writing, shall be construed as a waiver of any other term or as a waiver of any future right to enforce or insist upon the performance of the same term. 13 02-1050 31. Amendments And Modifications. No amendments or modifications to this Permit shall be binding on either party unless in writing, approved as to form and correctness by the City Attorney, and signed by both parties. The City Manager is authorized to amend or modify this Permit as needed. 32. Court Costs And Attorney(s)' Fees. In the event it becomes necessary for the City to institute legal proceedings to enforce the provisions of this Permit, Permittee shall pay the City's court costs and attorneys' fees through all trial and appellate levels. The venue for any legal proceedings shall be Miami -Dade County, Florida. 33. Compliance With All Laws Applicable. Permittee accepts this Permit and hereby acknowledges that Permittee's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this Permit. Permittee shall comply therewith as the same presently exist and as they may be amended hereafter. This Permit shall be construed and enforced according to the laws of the State of Florida. 34. Hazardous Materials. The Permittee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. The Permittee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Area or required for the Permittee's use of any Hazardous Materials in or about the Area in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon cancellation or revocation of this Permit, the Permittee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the 14 X32-050 Area by the Permittee or at the Permittee's direction, to be removed from the Area and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The Permittee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this Paragraph of the Permit shall survive the cancellation or revocation of this Permit. The City represents that: (i) To the best of its knowledge there are no environmental violations, whether under federal, state, or local laws, existing on the Area; (ii) To the best of its knowledge there are no Hazardous Materials presently existing on the Area. 35. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. Permittee may, have an appropriately licensed person test the Area for radon. If the radon level exceeds acceptable EPA standards, the City may choose to reduce the radon level to an acceptable EPA level, failing which either party may cancel this Permit. 36. Entire Permit. This instrument and its attachments constitute the sole and only Permit of the parties hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior Permits, promises, negotiations or representations not expressly set forth in this Permit are of no force or effect. This Permit is the result of negotiations between the parties and has been typed/printed by one party for the convenience of both parties, and the parties covenant that this Permit shall not be construed in favor of or against either of the parties. 37. Conflict of Interest. Permittee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seg. and of the 15 02--1050 State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Permittee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Permit, has any personal financial interests, direct or indirect, with the City. Permittee further covenants that, in the performance of this Permit, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Permittee, its employees or associated persons, or entities must be disclosed in writing to the City. IN WITNESS WHEREOF, the parties hereto have executed this Permit of the day and year first above written. ATTEST: 0 Priscilla A. Thompson City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: am Robert Nachlinger Assistant City Manager CITY OF MIAMI, a municipal corporation of the State of Florida By: Carlos A. Gimenez City Manager APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello City Attorney PERMITTEE: 16 02-10-© WITNESS: By: Signature Print Name By: Signature Print Name 17 RACEWORKS, LLC, a Delaware corporation Signature/ Title Print Name 02-1050 EXHIBITS 18 6`2 1050 Budgetary Impact Analysis 1. Department ASSET MANAGEMMIT Division 2. Agenda Item # ("if available) 3. Title and brief description of legislation or attach ordinancelresolutioa. REVOCABLE PERMIT WITH RACEWORKS; LLC FOR STORAGE OF RACE COURsm SAFFTYv-cvc rc, EQUIPMENT, AM BARRICADES. 4. Is this item related to revenue? Nn• z _ _ YES of yes, skip.to item #7.) 5. Are there sufficient funds -in Line item. ' YES: _ Index Code Minor Obj. Code Amount $ NO: _ Complete the following questions: 6. Source of funds: Amount budgeted in the Line Item $ Amount needed in the Line Item S Sufficient funds will be transferred from the following line items: AC':ION ACCOUNT NUMBER ACCOUNT NAME TOTAL Index/Minor Object/Project No. From 3 To E 7. Any additional comments? • NO. Approved y: 36/a�. apartment sign* Data Verified by: I V ersned Dy: Department of Management and Budget Director/Designee Date Date 02-1050