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HomeMy WebLinkAboutR-01-1229J-01-982 11/2/01 RESOLUTION NO. A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT OF OCTOBER 2001, IN THE ATTACHED FORM, BETWEEN RACEWORKS, LLC ("LICENSEE"), CITY OF MIAMI AND BAYFRONT PARK MANAGEMENT TRUST ("TRUST") FOR RACE/MOTORSPORTS EVENTS AT BAYFRONT PARK AND DOWNTOWN MIAMI, FOR AN INITIAL PERIOD OF FIFTEEN YEARS, WITH THE OPTION OF EXTENDING THE TERM OF AGREEMENT FOR A PERIOD OF TEN YEARS, PROVIDED LICENSEE GIVES THE CITY AND THE TRUST WRITTEN NOTICE OF ITS INTENTION TO EXERCISE ITS OPTION AT LEAST SIXTY DAYS PRIOR TO THE EXPIRATION OF THE AGREEMENT, IN ACCORDANCE WITH OTHER TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT, SUBJECT TO THE LEASE BETWEEN THE CITY OF MIAMI AND THE UNITED STATES OF AMERICA, DATED AUGUST 8, 1990, AND SUBJECT TO THE APPROVAL OF THE UNITED STATES, DEPARTMENT OF THE ARMY, ARMY CORPS OF ENGINEERS PRIOR TO THE CITY OF MIAMI EXECUTING THIS AGREEMENT. WHEREAS, on August 9, 2001, the City Commission adopted Resolution No. 01-845, authorizing the City Manager to enter into a revocable license agreement with the Trust and Licensee, for race/motorsports events at Bayfront Park and Downtown Miami; and bTi coo tss1cm nA, OF v, 15?1191 i[c�&C�SUSlaxa LYCa. WHEREAS, subsequently, the agreement has received the approval of the United States, Department of the Army, Army Corps of Engineers; and WHEREAS, the terms and conditions of the agreement between the City of Miami, Bayfront Park Management Trust and Licensee are specifically set forth in the attached agreement. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are hereby adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized -!'to execute an Agreement, in the attached form, between Raceworks, LLC ("Licensee"), City of Miami and Bayfront Park Management Trust ("Trust") for race/motorsports events at Bayfront Park and Downtown Miami, for an initial period of fifteen years, with the option of extending the term of agreement for a period of ten years, provided Licensee gives the City and the Trust written notice of its intention to exercise its option at least sixty days prior to the expiration of the Agreement, in accordance with 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. Page 2 of 3 J J —1229 • L. -A, other terms and conditions set forth in the Agreement, subject to the lease between the City of Miami and the United States of America, dated August 8, 1990, and subject to the approval of the District Engineer of the United States, Department of the Army, Army Corps of Engineers prior to the City of Miami executing this Agreement. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.z/ PASSED AND ADOPTED this 15th day of ATTEST: November , 2001. JOE CAROLLrO, MAYOR : +a*0 ! 0avor em not In0%% ",�T 31 :;F a �E�� r.,3.1 "�� +•4i v, -'fit .JF;�4 �r:,f JP"n'4r1}'�'4�,��':�c�!i}.5 r+1y$ �Yq." � IL}��. 4,�s, r`Le edit Y _ o ii f ' � _ WALTER J. FOEMAN CITY CLERK ?� 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 3 1.229 REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO RACEWORKS, LLC for the use of City -owned property located in and adjacent to Bayfront Park, Miami, Florida. �; — 22,9 0 9 TABLE OF CONTENTS IMM -0 Recitals 2 1. Recitals 3 2. Definitions 3 3. Term 5 4. Trust's Use Fee 5 5. City's Use Fee 6 6. Grant of Temporary Use of Public Property 6 7. Permitted Use 7 S. Concessions Agreements 8 9. Name of Race Event 9 10, Media 9 11. Scheduling of Race Events 9 12, Initial Improvements to the Race Course 10 13. Payment of the Costs of the Initial Improvements 11 14. Subsequent Improvements to the Race Course 12 15. Payment of the Costs of Subsequent Improvements 12 16. Modifications to the Race Perimeter 13 17. Storage 13 18. Licenses, Authorizations & Permits 14 19. City Police, Fire & Sanitation Services 15 20. Traffic Plans for Race Events 16 21, Set Up & Tear Down of the Race Perimeter During the Use Period 16 22. " Licensee's Operations of Race Events 17 23. Risk of Loss 18 24. Signage 19 25. Financial Obligations 19 26. No Claim to Assets or Rights of Licensee 19 27. Bayside Marketplace & Concorde Cruises 19 28. Non -Interference & First Right of Refusal 19 29. Licensee's Records & Financial Statement 20 30. Compliance with Municipal Motor Vehicle Racing Act 20 31. Promotion by City & Trust 20 32. Quality of Events 20 33. Taxes 20 34, Compliance With Laws 21 35. Additional Expenses 21 36. No Discrimination in Hiring 21 37, Indemnification 21 38. Insurance 22 i -1 229 39. Risk Review 23 40. Audits 23 41. Inspections 24 42. Public Records 24 43. Nondiscrimination 24 44. Affirmative Action 24 45. Conflict of Interest 25 46. Late Payments 25 47. Failure to Stage Events 25 48. Assignment 26 49. Licensee's Release From Agreement 26 50. Notices 27 51. Waiver 28 52. Force Majeure and Impossibility 28 53. Failure to Obtain National or International Sanctioned Event 29 54. Default and Termination 29 55. Permanent Improvements 29 56. Restoration of Public Property 30 57. Compliance with Environmental Laws 30 58. Invalidity 31 59. Time of Essence 31 60. No Interpretation Against Draftsmen 31 61. Further Acts 31 62. Litigation 31 63. Successors and Assigns 31 64. Third Party Beneficiary 32 65. No Partnership 32 66. Amendments 32 67. Miscellaneous 32 68:- Entire Agreement 32 69. Authority 32 70. Approval by Emergency Financial Oversight Board 33 71. Approval By The U.S. Department of the Army, Army Corps of Engineers 33 Exhibit A Public Property Exhibit B Course Layout Exhibit C Race Perimeter Exhibit D Modifications Exhibit E Commitment Letter from the American Le Mans Series Exhibit F Mitigation Plan Exhibit G Tree Disposition Plan i REVOCABLE LICENSE AGREEMENT This revocable license agreement ("Agreement") is entered this day of (but is effective as of by and between the City of Miami, a municipal corporation of the State of Florida ("City"), Bayfront Park Management Trust ("Trust"), a limited agency and instrumentality of the City of Miami, 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 ("Licensee"). RECITALS WHEREAS, the staging of the original "Miami Grand Prix," for many years in the City, provided favorable nationwide and worldwide publicity and advertising for the City, attracted thousands of individuals as participants and spectators to the race, many of whom traveled to the City from other locales, and thus caused a significant beneficial impact on the economy of the City; and WHEREAS, subject to certain terms and conditions herein, in Bayfront Park, Miami, Florida ("the Park"); and in the public roadways that are adjacent thereto, the Licensee plans, on an annual basis to promote and stage Race Events (as hereinafter defined) in a manner similar to the original "Miami Grand Prix," and WHEREAS, Licensee has received a commitment for a long-term sanction agreement with the American Le Mans Series to stage a Race Event annually in downtown Miami and in the Park, subject to the execution of this Agreement by the City and the Trust; and WHEREAS, the City is the owner or lessee of portions of the Park and, pursuant to Section 38-101, City of Miami Code, the Park is managed by Bayfront Park Management Trust ("Trust"); and WHEREAS, pursuant to Resolution No. the City Commission has authorized the City Manager to enter into this Agreement; and WHEREAS, pursuant to Resolution No. 01-027, the Trust has authorized its Executive Director to enter into this Agreement; and WHEREAS, Licensee is negotiating other agreements from other rights -of --way holders to obtain long-term commitments to utilize their properties in order to secure the rights to the proposed Race Course (as hereinafter defined) for the Race Events; and WHEREAS, Licensee has developed a mitigation plan and has developed traffic flow and logistical plans to minimize the disruption to Downtown businesses and hotels. 2 29 • 9 WHEREAS, subject to applicable laws and the limitations set forth herein, the City and the Trust maintain Public Property and each possess the respective authority to permit and license the use of Public Property for periods of time and for the purposes set forth herein; and WHEREAS, this Agreement is subject to the Corps Lease, as hereinafter defined, and is subject to approval by the United States Army Corps of Engineers ("Corps"). NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows: 1. Recitals. The foregoing recitals are hereby incorporated and made a part of this Agreement. 2. Definitions. a) "City Manager" is the City Manager for the City of Miami. b) "City Ticket Fee" is the cumulative amount of fees paid to the City pursuant to Paragraph 5 of this Agreement. C) "City Use Fee" is the Use Fee that Licensee pays to the City. . d) "Event Weekend" is the Thursday, Friday, Saturday and Sunday of Race Events and Support Events. e) "Executive Director" is the Executive Director of the Bayfront Park Management Trust. f) "Hazardous Materials" are diesel, propane, oxy-acetylene, paints, lubricant solvents, used oil, and other hazardous substances, toxic substances, pollutants, contaminants or hazardous waste materials. g) "Initial Improvements" are the improvements to be made upon the portion of Public Property, which comprises the Race Course for the initial Race Event. h) "Instrument" is an irrevocable letter of credit or other form of security instrument acceptable to and approved in writing by the City Manager i) "Public Property" is real and personal property located within the Race Perimeter that is owned or leased by the City or managed by the Trust. A diagram of the Race Perimeter is depicted in Exhibit A, incorporated hereto and made a part hereof. 3 ... 229 • 0 j) "Race Course" is the specific route through the Public Property upon which the Race Events shall be conducted. A diagram of the Race Course is depicted in Exhibit B incorporated hereto and made a part hereof. k) "Race Event" is the day(s) that a motor vehicle race sanctioned by a nationally or internationally recognized racing organization is conducted and includes the days for practices and qualifications for a race. 1) "Race Perimeter" includes Public Property and other properties within which the Raceworks Events shall take place and which is temporarily used by the Licensee to promote a Race Event, as depicted in Exhibit C. m) "Raceworks Events" include collectively Race Events, Support Events or endeavors resulting from the license granted hereunder conducted during an Event Weekend. n) "Services" are the services rendered by the City's Police, Fire, and Solid Waste Departments during Race Events or Support Events. o) "Subsequent Improvements" are the modifications, improvements and/or maintenance of the Race Course that may be requested by Licensee after the initial Race Event occurs. P) "Support Events" are secondary racing series and other entertainment activities which include having a "racing village", catering compound, hospitality suites, VIP Club, merchandising facilities and such other related activities permitted under this Agreement that are conducted with a Race Event. q) "Trust Ticket Fee" is the cumulative amount of fees paid to the Trust pursuant to Paragraph 4 of this Agreement. r) "Trust Use Fee" is the Use Fee that Licensee pays to the Trust. S) "Use Fee" is the fee that Licensee pays to the City or the Trust, as the case may be, for the use of its facilities and property. t) "Use Period" is the period of time allotted for the set-up, presentation and dismantling of a Race Event. Unless otherwise agreed in writing by the City and the Trust, the set-up period shall commence no earlier than forty-five (45) days prior to the first date of the Race Event, and dismantling shall begin immediately upon the conclusion of the Race Event and shall conclude within thirty (30) days thereafter. The City and Trust may extend the Use Period for a Race Event, in writing, should Licensee require a longer period for set-up and dismantling of the same. 3. Term The initial term of this Agreement shall be fifteen (15) years, commencing upon the effective date of this Agreement. The Licensee shall have the option of extending the term of this Agreement for a period of ten (10) years. If Licensee elects the option to extend the term of this Agreement, Licensee shall give the City and Trust written notice of its intention to exercise the option a minimum of sixty (60) days prior to the expiration of the Agreement. 4. Trust Use Fee Licensee will pay to the Trust the Trust Use Fee of $50,000.00 which shall be due no later than thirty (30) days after each Race Event. The Trust Use Fee shall increase annually in accordance with the Consumer Price Index, as published by the U.S. Department of Labor, however in no event shall the increase exceed four percent (4%) of the Trust Use Fee for the last Race Event of the previous year in which a Race Event occurred. The Trust Use Fee is inclusive of the fees for, the use of the Park, its amenities and facilities for each such Race Event and includes the janitorial services, electrical and water services that are normally available in the Park. In the event that the Licensee requires electrical, water and janitorial services that exceed those that are normally available in the Park, then Licensee shall be responsible for paying the Trust for providing or causing said services to be provided by independent companies. Licensee agrees to pay to the Trust the Trust Ticket Fee for any and all tickets sold by Licensee. The Trust Ticket Fee shall be payable as follows: Year Trust Ticket Fee 1-5 $1.00 6-10 $1.25 11-15 $1.50 During any extension of this Trust Ticket Fee Agreement 1-5 $1.75 6-10 $2.00 Each printed ticket shall be itemized to show the admission price, applicable taxes, any service charge from outside ticket agencies and the Trust Ticket Fee. Licensee agrees to record the Ticket Fee as a separate item in the certified statement of accounts for the Race Event. Licensee shall be responsible for the collection of the Ticket Fee, which shall be held by Licensee in trust for the Trust. Licensee shall pay Ticket Fee to the Trust, within sixty (60) days after the conclusion of a Race Event. Licensee shall maintain all books and records pertaining to 5 Y:1-1929 0 9 the Race Event and the revenue therefrom and shall make such books and records available for City and Trust's inspection and auditing as provided herein. The Trust shall not require Licensee to pay any additional surcharges, or other charges for the use of the Park or its facilities, equipment or services unless it is mutually agreed upon by the parties in writing. 5. City's Use Fee. Licensee will pay to the City the City Use Fee of $50,000.00 which shall be due no later than thirty (30) days after each Race Event. The City Use Fee shall increase annually in accordance with the Consumer Price Index, as published by the U.S. Department of Labor, however in no event shall the increase exceed four percent (4%) of the City Use Fee for the last Race Event of the previous year in which a Race Event occurred. Licensee agrees to pay to the City the City Ticket Fee for any and all tickets sold by Licensee. The City Ticket Fee shall be payable as follows: Year City Ticket Fee 1-5 $1.00 6-10 $1.25 11-15 $1.50 During any extension of this City Ticket Fee Agreement 1-5 $1.75 6-10 $2.00 Each printed ticket shall be itemized to show the admission price, applicable taxes, any service charge from outside ticket agencies and the City Ticket Fee. Licensee agrees to record the City Ticket Fee as a separate item in the certified statement of accounts for the Race Event. Licensee shall be responsible for the collection of the City Ticket Fee, which shall be held by Licensee in trust for the City. Licensee shall pay City Ticket Fee to the City, within sixty (60) days after the conclusion of a Race Event. Licensee shall maintain all books and records pertaining to the Race Event and the revenue therefrom and shall make such books and records available for City and Trust's inspection and auditing as provided herein. The City will not require Licensee to pay any additional surcharges, or other charges for the use of the Public Property, its facilities, equipment or services unless it is mutually agreed upon by the parties in writing. 6. Grant of Temporary Use of Public Property 6-- 29 0 i For the term of this Agreement or an extension thereof, the City and the Trust grant Licensee the right to use its Public Property to stage a maximum of two Race Events a year on the Race Course and within the Race Perimeter. Subject to existing zoning and other governmental restrictions, City and the Trust, respectively grant to Licensee a license to conduct the Raceworks Events on the Public Property during the times agreed upon herein. During a Raceworks Event, the Licensee may limit public, vehicular and pedestrian access to the Race Perimeter in a manner agreed upon by the City Manager and the Executive Director. This Agreement solely authorizes Licensee to the temporary use of Public Property for the limited purposes set forth herein and for no other purpose. The parties hereby agree that the provisions of this Agreement do not constitute a lease. The rights of Licensee hereunder are not those of a tenant, but are a mere personal privilege to do certain acts of a temporary character on Public Property and to use Public Property, subject to the terms of this Agreement. The City and the Trust retain dominion, possession and control of the Public Property. Therefore, no lease interest in the Public Property is conferred upon Licensee under the provisions hereof. Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Public Property by virtue of this Agreement or its use of Public Property hereunder. Additionally, Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Public Property by virtue of any expenditure of funds by the Licensee for improvements, construction, repairs, partitions, or alterations to the Public Property which may be authorized by the City or the Trust. The grant of rights hereunder does not affect the private property rights, where applicable, of any other property rights or private rights holder to any of the property underlying the Race Perimeter, which does not constitute the Public Property. In order to stage the Race Events, the Licensee agrees to make separate arrangements with any entities having a legal interest in non -Public Property located within the confines of the planned Race Perimeter, including, but not limited to, the public rights -of -ways not owned by the City or managed by the Trust, and Licensee further agrees to provide pedestrian access along all public sidewalks adjoining private businesses included within the boundaries of the Race Course and the Race Perimeter. 7. Permitted Use Subject to the conditions stated herein and any applicable laws, Licensee may limit access to the Race Perimeter under Licensee's paid ticketing and credential system, create viewing and pit areas, charge admission fees to persons attending the Race Event, provide food and beverages (including beer, wine and liquor), sell merchandise and other concessions, broadcast through any and all forms of media and sponsor other Support Events 7 -1229 In addition to, but concurrently with the Race Event, Licensee will also sponsor Support Events within the Race Perimeter which could feature secondary racing series and other entertainment activities, subject to approval by the City Manager and the Executive Director. Subject to any legal requirements, authorizations and permits, to the extent that the City and Trust possess such rights, the City and the Trust grant a license to Licensee to conduct Race Events and Support Events during the limited mutually agreed upon time periods provided . herein. Support Events may consist of the following: fireworks displays, musical and other concerts and festivities, boat shows, amusement rides, animal shows, fashion shows and talent contests, high performance ride and drive activities, air shows, high performance motorized boat races adjacent to the Park, temporarily limit access to and/or close down City streets and buildings to traffic or pedestrian access, Iimit access to the waterways adjacent to Bayfront Park, rent mooring space in the waterways adjacent to Bayfront Park, display giant televisions, laser shows, television transmission requirements, above ground temporary or other type of voice, data, telephone cabling, conduct night racing and set up flood lights and other equipment to do so, sell corporate hospitality and VIP Club tickets, to set up temporary catering facilities for the preparation and sale of food, to sell advertising rights, space and signage upon and throughout the Race Course, Race Perimeter, Park and Race Perimeter fencing, including on barriers, debris fencing, pedestrian bridges, and other forms of advertisement on scoreboards and giant television screens, signs and banners, to temporarily limit access to and/or re -direct or close traffic. The Licensee shall submit a schedule of proposed Support Events at least thirty (30) days prior to a Use Period, and the City Manager and the Executive Director shall have the discretion to oppose any Support Event that either may consider not in the best interest of the City or the Trust, respectively. Subject to all applicable laws, the City and Trust hereby grant Licensee a license to conduct Race Events and Support Event in a safe and lawful manner as scheduled, to establish and maintain the Race Course on a temporary basis, to enable the temporary set up and tear .down of the Race Course, the right to erect pedestrian bridges and hospitality facilities, establish the Race Course and Race Perimeter and otherwise to enable the Raceworks Events to be promoted, effectuated, staged, operated, managed, performed, and conducted in a lawful, safe and professional manner consistent with the requirements of the racing series, the sanctioning organizations, industry standards. 8. Concessions ALYreements Subject to all applicable laws, and pursuant to the terms of this Agreement, and to the extent that the City has the ability to control or permit, the Licensee may exclusively operate concessions and enter into concession agreements to operate all concessions and merchandising of articles associated with Race Events within the Race Perimeter during Event Weekends. Concessions include, but are not limited to, merchandise, souvenirs, catering, food service, and beverages (including beer, wine and liquor) and all other commercially related activities, including media, marketing, and sponsorship for Raceworks Events. Licensee shall indemnify, 8 0 hold and save harmless, and defend the City and the Trust, their directors, officers, employees and volunteers from and against any and all claims demands, liens, judgments, liability, losses or damages, including but not limited to costs, expenses and attorney's fees arising out of or attributable to the concession agreements that Licensee enters into for concessions. 9. Name of Race Event Licensee has the right to create the name of the Race Event and shall notify the City and Trust in writing of the Race Event name. Licensee agrees to utilize the name "Miami" in the Race Event's name, and to feature the "City of Miami" and "Bayfront Park" and "Bayfront Park Management Trust" in any and all promotional materials for the Race Events. In the event that Licensee ceases to conduct Race Events within the confines of the legal boundaries of the City, Licensee's agrees not to use "Miami" and "Bayfront Park" in the name of subsequent race events. 10. Media . The City and the Trust further understand and agree that the Licensee will have the exclusive privilege to own, sell, license, sub -license, assign, convey and transfer every mariner and method of transmission, whether by satellite master antenna television systems, fiber optic, direct broadcast satellite, transmission to TVRO receiving dishes, video dial tone system, open video system, cable, microwave, multipoint distribution services, multi -channel MDS, radio and by the internet, whether in a form which is existing or subsequently invented, and by means of any similar or dissimilar electronic, analog or digital means now known or hereafter invented, as well as by the World Wide Web of the Internet, including computer on-line media, real time telemetry rights, time and scoring information, simulcast video streaming rights, and telephonic transmission and any other internet technology whether existing now or in the future, relating to the Race Events and the Support Events that are contemplated within this Agreement. In addition, so long as the Race Events are conducted in the City and within the Park, Licensee agrees to utilize the names "City of Miami," "Bayfront Park Management Trust," respectively, and their logos (whether in present form or as subsequently created or modified) in said media for purposes of promoting, merchandising, and marketing the Race Events and Support Events in any form, subject to the approval of the City and the Trust. 11. Scheduling of Race Events The initial Race Event, featuring the American Le Mans Series, shall be held April 5 -7, 2002. Licensee will conduct a maximum of two Race Events annually during an Event Weekend. Licensee will conduct one Race Event in either the Spring or Fall. Race Events may 9 6 • 9 be scheduled during the Summer or Winter, however such an alternate time must be mutually agreed upon by the parties and is subject to the terms and conditions set forth herein. The parties shall attempt, whenever reasonably possible, to .select the same time period to schedule Race Events annually. However, in no event shall there be more than two Race Events per year. The City and the Trust shall, using their best efforts, attempt to accommodate the dates and scheduling requirements in which Licensee proposes to conduct Race Events. Licensee shall have a preference in scheduling dates for the Race Events given the scheduling limitations put upon Licensee by the sanctioning organizations and by television broadcast requirements. Licensee shall use its best efforts to schedule the Race Event(s) at approximately the same time of the year. Licensee shall give the City and the Trust nine (9) months written notice of the proposed dates for any Race Event. The City Manager and the Executive Director shall have ten (10) business days to approve or disapprove the proposed dates. The City and Trust's approval shall not be unreasonably withheld. In deciding whether to approve or disapprove a proposed date for a Race Event, the City, through its City Manager, and the Trust shall give weight to a) the scheduling requirements of the pertinent racing series and/or sanctioning organization; b) the television broadcast requirements; and c) whether there are other events scheduled in the Park. The City and Trust each acknowledges that the Licensee is constrained by the racing series sanctioning organizations and television broadcast rights agreements, and the City and the Trust shall take reasonable steps to accommodate the Licensee's proposed race dates. 12. Initial Improvements to the Race Course Licensee has designed the Race Course which requires Initial Improvements. Based upon modifications to Public Property that is depicted as Exhibit D, attached hereto and incorporated as part of this Agreement, subject to obtaining approvals from the applicable government entities, the City will make the necessary Initial Improvements to the Public Property that will comprise the Race Course. Licensee shall be financially responsible for the costs of the Initial Improvements contemplated herein. Payment for the costs of the Initial Improvements shall be made in accordance with Paragraph 13 below, entitled "Payments for the Costs of Initial Improvements". Some of the Initial Improvements require approval by the Army Corps of Engineers, State of Florida Department of Transportation, Miami -Dade County, the Water and Sewer Authority, other federal, state and local government agencies, and any other entity which has the right to permit or provide approval for access to Public Property and the City makes no representation to the Licensee concerning such approval. Using its best efforts and as soon as reasonably possible, the City and the Trust, respectively, shall take the steps necessary to obtain the requisite approval and/or permits to make said Initial Improvements. The City Manager shall 10 : -� 19,29 review and approve the proposed contracts for such expenses and services on an expedited basis. The City will make Initial Improvements on a timely basis so as to facilitate the timely promotion and staging of the initial Race Event that is scheduled April 5-7, 2002, subject to the force majeure provisions contained herein. In the event that additional design and construction is required, the parties will cooperate in good faith to complete such design and construction, respectively, on an expedited basis so as to facilitate the initial Race Event to be conducted as scheduled. 13. Payment of the Costs of the Initial Improvements Licensee shall prepay the City or provide to the City an Instrument securing the costs of the Initial Improvements, which shall be constructed by the City in phases ("Phases") to be determined by the City Manager in his/her sole discretion. Prior to the City making Initial Improvements, the City shall provide Licensee with an invoice determining the amount of the costs for the initial Phase to be constructed. A minimum of thirty (30) days prior to the City commencing construction of the said Phase, Licensee shall either: 1) present an Instrument to the City Manager to secure the costs of said Phase or 2) prepay the costs of said Phase. The City shall not be obligated to commence construction of any Improvements, until it receives and approves the Instrument or receives pre -payment for the cost of each Phase. In the event that Licensee elects to provide an Instrument to secure the costs of a Phase and does not prepay the costs of such Phase, Licensee shall provide such Instrument a minimum of thirty (30) days prior to the first date that the City will commence construction of said Phase. The .City shall have the right to draw upon or exercise its rights under the Instrument immediately upon completion of construction of any Phase. For subsequent Phases, the City shall invoice Licensee for the costs of the next Phase in the same manner as with the initial Phase. Licensee shall provide an Instrument to the City Manager a minimum of thirty (30) days prior to the first date that the City will commence construction of the each Phase subsequent to the initial Phase, until all Phases have been completed. In the event of a default by the Licensee, the City shall have the immediate right to draw upon or exercise its rights under the Instrument. In the event that Licensee does not elect to provide an Instrument to secure the costs of a Phase, Licensee shall pay the City for all costs associated with a Phase a minimum of thirty (30) days prior to first date that the City commences construction of the initial Phase. For subsequent Phases, Licensee shall pay all costs to the City a minimum of thirty (30) days prior to the date when the City will commence construction of the next Phase, until all Phases have been completed. If Licensee fails to provide an Instrument or fails to prepay the costs for a Phase, as the case may be, as required hereunder, then Licensee will be in default and the City will cease making further Initial Improvements. The City will not begin a new Phase until all payments 0 • and late payments due hereunder have been received by the City. The City shall not be obligated to complete a Phase while Licensee is in default of this Agreement. 14. Subse uent Improvements to the Race Course After the initial Race Event, if Licensee is required to make or undertake Subsequent Improvements the Race Course to comply with the requirements of racing series or sanction organizations or for any other reason, Licensee shall notify the City Manager and the Trust a minimum of ten (10) months prior to the Race Event. Licensee shall submit the proposed alternate Race Course design to the City Manager at least six (6) months prior to the Race Event for the City Manager's approval. Such approval shall not be unreasonably withheld. Should Subsequent Improvements to the Race Course be required, the parties will cooperate in good faith to: (i) adjust to any development constraints in the City; (ii) accommodate the special needs of the Race Events; (iii) cooperate with each other in good faith to develop an .alternative, cost effective race course design modification which continues to satisfy the requirements of the Race Events and Support Events as scheduled; and (iv) which continues to enable Licensee to stage the Race Events in a first class manner similar to the presentation of the original "Miami Grand Prix" in Downtown Miami. In any year in which Licensee requests Subsequent Improvements and the City approves of the Subsequent Improvements, the Licensee shall be financially responsible for the cost of such improvements. Payments for the costs of Subsequent Improvements shall be made in accordance with Paragraph 15, entitled "Payments for the Costs of Subsequent Improvements." The City shall not make additional modifications to the Race Course if Licensee is in default of this Agreement, or any extension thereof 15. Payment of the Costs of Subsequent Improvements Licensee shall prepay the City or provide to the City an Instrument securing the costs of the Subsequent Improvements, which shall be constructed by the City in phases ("Phases") to be determined by the City Manager in his/her sole discretion. Prior to the City making Subsequent Improvements, the City shall provide Licensee with an invoice determining the amount of the costs for the initial Phase to be constructed. A minimum of thirty (30) days prior to the City commencing construction of the said Phase, Licensee shall either: 1) present an Instrument to the City Manager to secure the costs of said Phase or 2) prepay the costs of said Phase. The City shall not be obligated to commence construction of any Improvements, until it receives and approves the Instrument or receives pre -payment for the cost of each Phase. In the event that Licensee elects to provide an Instrument to secure the costs of a Phase and does not prepay the costs of such Phase, Licensee shall provide such Instrument a minimum 12 -1-1223 • 0 of thirty (30) days prior to the first date that the City will commence construction of said Phase. The City shall have the right to draw upon or exercise its rights under the Instrument immediately upon completion of construction of any Phase. For subsequent Phases, the City shall invoice Licensee for the costs of the next Phase in the same manner as with the initial Phase. Licensee shall provide an instrument to the City Manager a minimum of thirty (30) days prior to the first date that the City will commence construction of the each Phase subsequent to the initial Phase, until all Phases have been completed, in the event of a default by the Licensee, the City shall have the immediate right to draw upon or exercise its rights under the Instrument. In the event that Licensee does not elect to provide an Instrument to secure the costs of a Phase, Licensee shall pay the City for all costs associated with a Phase a minimum of thirty (30) days prior to first date that the City commences construction of the initial Phase. For subsequent Phases, Licensee shall pay all costs to the City a minimum of thirty (30) days prior to the date when the City will commence construction of the next Phase, until all Phases have been completed. If Licensee fails to provide an Instrument or fails to prepay the costs for a Phase, as the case may be, then Licensee will be in default and the City will cease making further Subsequent Improvements. The City will not begin a new Phase until all payments and late payments due hereunder have been received by the City. The City shall not be obligated to complete a Phase while Licensee is in default of this Agreement. In the event that third parties are licensed to conduct Race Events on the Race Course, the City shall reimburse Licensee $75,000 per Race Event for the costs that Licensee has paid for the Improvements. 16. Modifications to the Race Perimeter Licensee shall not make any modifications or improvements to the Public Property without prior approval from the City and the Trust. 17. Storaae The City will use its gest 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 Licensee to store the Race Course safety systems, equipment and barricades, the City shall issue to Licensee a thirty (30) day revocable permit for storage of said equipment. This in-kind service 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, however, be solely responsible for any transportation or other costs associated with such storage. 13 I-1229 The City and the Trust shall use their best efforts to provide Licensee at no charge with appropriate City or Trust facilities near the Race Course to assist Licensee in the construction of the Race Course and Race Perimeter, and the set up and tear down activities. However, all costs associated with all such activities shall be the sole responsibility of the Licensee. Licensee shall bear the risk of loss for the use of such storage and agrees to indemnify, hold and save harmless, and defend the City and the Trust, their directors, officers, employees . and volunteers from and against any and all claims, demands, liens, judgments, liability, losses or damages, including but not limited to cost, expenses and attorney's fees that occur as a result of the Licensee's use of the storage facility. 18. Licenses, Authorizations and Permits The City shall obtain licenses, authorizations and permits from the applicable county, state and federal agencies for the improvements, modifications and maintenance that it shall perform on the Public Property that comprises the Race Course. Licensee shall pay for such costs. Licensee shall obtain, or cause to be obtained, and maintain in full force and effect throughout the term of this Agreement or any extension thereof, at its sole expense, all other licenses, authorizations and permits that are necessary for Licensee to conduct the Raceworks Events. In the event that it is necessary for the City or the Trust to be a co-applicant or co- sponsor of Licensee's applications for these licenses, authorizations and permits, then the City and Trust agree to be co-sponsors and co-applicants for any licenses, authorizations and permits necessary to stage Raceworks Events. However, Licensee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. To the extent not prohibited by law, the City agrees to waive the fees for any licenses, authorizations and permits that Licensee is required to obtain from the City. Prior to issuance of a permit for a Race Event, Licensee shall provide the City Manager with sufficient information, as determined by the City Manager, to demonstrate that Licensee is, and that the Race Event shall be, in compliance with all of the provisions of Section 549.08, Florida Statutes (2000), as amended, which is hereby incorporated by reference. The City shall not issue a permit for a Race Event if either the Licensee or the Race Event is not incompliance with this section. Licensee shall, at its sole cost and expense, apply for all necessary national and international sanctions to allow each Race Event to be qualified as a professional motorsports sanctioned automobile race. A copy of the written confirmation of such sanctions from the sanction organizations shall be forwarded by Licensee to the City Manager and Executive Director of the Trust upon receipt by Licensee, but in any event no later than ninety (90) days before the scheduled date of any Race Event. In the event such confirmation is not received the Licensee shall be in default hereunder. 14 19. Citv Police Fire and Sanitation Services Licensee shall be responsible for payment of the police, fire rescue and sanitation services ("Services") that are required for each Raceworks Event. Six (6) months prior to a Raceworks Event, Licensee will meet with the City Manager or designee to discuss the level of Services that are necessary for a Raceworks Event. The City Manager or designee will contact the City's Police, Fire and Solid Waste Departments to ascertain the level of Services that are necessary prior to, during and after a Raceworks Event. Thereafter, the City Manager or designee shall advise Licensee of the cost of the Services, including an estimate of the number of police, fire and sanitation personnel required, the estimated hours of work and applicable rates of pay. A minimum of seven (7) days prior to the Use Period, Licensee shall provide the City with an Instrument to secure the costs of the Services. The instrument shall also secure the added costs of removal of the barricades. If Licensee fails to do so, then Licensee shall be in default. If Licensee does not cure this default by delivering an Instrument to the City within twenty-one (21) days from the date of its default, the City shall have the right to immediately terminate this Agreement. The City shall not have any duty to provide any Services while the Licensee is in default hereinafter. The City shall use its best efforts to limit the cost of the Services for the Initial Race Event to an amount not to exceed $300,000. After the Initial Race Event, the City and the Licensee will meet to evaluate the cost of Services for the Initial Race Event in order to determine whether Services will exceed $300,000 in the future. However, in any event, the Licensee shall be responsible for payment of the cost of the Services rendered. If, during a Raceworks Event, the City, in its sole discretion, determines that security for the Raceworks Events is insufficient to ensure the safety and welfare of the public, then the City or Trust may summon such additional personnel as is deemed necessary. Licensee shall be responsible for payment of such additional personnel at the applicable rate, which shall be the rate normally charged for such personnel, depending on factors such as whether the personnel is off-duty or working overtime. In the event that off-duty police officers are summoned, then the compensation shall be based on the greater of four (4) hours or the actual time devoted to the Race Event, including "administrative" time, such as time devoted to booking prisoners, etc. No later than two (2) months prior to the commencement of the Use Period, Licensee shall provide two (2) copies of a diagram/floor plan of the proosed Raceworks Events layout to the Office of Fire Department Plans Examiner, 444 S.W. 2" Avenue, 10th Floor, Miami, FL 33130. Similarly, not later than ten (10) days prior to the commencement of the Use Period, Licensee shall obtain and deliver to the Executive Director an Assembly Permit, and such other permits as may be required by the City relative to a Raceworks Event. Fire department manpower requirements for the Event shall be as stipulated by the Fire Marshall and approved by the City Manager. 15 } -1229 0 0 Licensee shall ensure compliance with all necessary police, fire, and sanitation union requirements (if applicable) in connection with the personnel and services engaged for presentation of a Raceworks Event. The City shall use its best efforts to inform Licensee of the terms of any police, fire, sanitation union agreement, written or oral, affecting all relevant personnel or services used in connection with any Raceworks Event. 20. Traffic Plans for Race Events Licensee agrees in good faith to work with the City, the Trust and the Downtown Development Authority well in advance of any Race Event to devise a plan of traffic and pedestrian control which minimizes unjustified interference with business and individual activity in and about the Race Perimeter. It is not anticipated that any street closures will be required for more than a total of three (3) days during any Race Event and such closures shall be over an Event Weekend. 21. Set Up.and Tear Down of the Race Perimeter During the Use Period Licensee shall have access to the Public Property during the Use Period for the set up and dismantling of the Race Perimeter. During the Use Period, subject to the City's and the Trust's reasonable approval and subject to applicable laws and any agreements of the City or the Trust, respectively, with other governmental or private entities, Licensee may temporarily move or remove light posts, statues, benches or other items located on Public Property, may construct a temporary Race Perimeter, including but not limited to, placing barriers, blockades, temporary cable (electrical and other), safety equipment safety devices, spectator control line fencing, fence covering material, portable toilets, signage, tents and hospitality facilities, cranes, forklifts, vehicles, fire protection equipment and apparatus, temporary fuel dispensing, medical equipment and apparatus, park and display participant vehicles, set up bleachers, seats, temporary wiring, banners, structures, spectator control line and components thereof within the Race Perimeter and any such other structures to ensure the safety, security, and necessary facilities to properly conduct a Raceworks Event. Immediately after the Race Event, Licensee must relocate and/or return any items moved to their original location. The set up and tear down activities shall be effectuated so as to minimize any negative impact upon the routine activities of the City or the Park. Licensee may request additional time to effectuate the set up and dismantling of the Race Perimeter and approval of such request to the City or Trust shall not be unreasonably withheld. The parties shall cooperate in good faith to plan the set up and the tear down activities of the Raceworks Event in such a manner as to minimize, where reasonably practical, the disruption to local businesses adjacent to the Race Course, yet in a manner consistent with Licensee's reasonable ability to stage a Raceworks Events as planned and scheduled without undue expense or burden to Licensee. Licensee shall give the City and the Trust a proposed schedule ("Schedule") showing the dates for installation and removal of grandstands, bleachers, safety devices, and any other i 0 apparatus or equipment to be utilized in connection with a Raceworks Event at least ninety (90) days prior to the Race Event. The City Manager and the Executive Director shall have fifteen (15) business days to approve or disapprove the Schedule. Such approval shall not be unreasonably withheld. If no response is given in such fifteen (15) day period, the Schedule shall be deemed to have been approved by the City Manager and the Executive Director. If the Schedule is disapproved, the Licensee shall submit a revised Schedule for approval by the City Manager and the Executive Director within ten (10) days of receipt of the City Manager's or Executive Director's disapproval of the original Schedule. After the conclusion of the staging of each Race Event, Licensee shall reasonably promptly remove all grandstands, bleachers, barricades, safety devices and any other safety equipment and apparatus. The City may remove any temporary devices not removed on a timely basis, or the Trust and the City, respectively, shall be reimbursed for the charges for such removal by drawing upon or exercising its rights under the Instrument that Licensee provided for the Services and for barricade removal. The charges will be the amount of such removal costs the City. Licensee shall set up for the Raceworks Events in the Park no more than seven (7) days prior to the Race Events and tear down two (2) days after the Race Events. 22. Licensee's_ Operations of Race Events (a) Licensee agrees to furnish, at its own cost and expense, all personal property and equipment necessary for the successful and professional operation of the Raceworks Events. (b) Neither the City nor the Trust shall be responsible for any goods, merchandise or equipment stored on the City's or Trust's property, or be responsible for damage to Licensee's property resulting from a power failure, hurricane, tornado, flood, fire, explosion, and or any other causes. (c) Licensee shall ensure that its employees shall at all times be neatly dressed attired in clean uniforms and wear an identification badge. (d) Licensee shall provide adequate personnel to provide quality service at all times. Licensee shall be notified of any employees of Licensee that are not deemed to be performing in the best interest of the City and/or the Trust. (e) Licensee shall designate a management representative ("Management Representative") who shall be present at the Raceworks Events. The Management Representative shall be given the full authority by the Licensee to make on-site decisions on behalf of or for the Licensee, but not of the City or the Trust. The Management Representative shall ensure strict compliance with all terms and conditions contained in this Agreement. The 17 ���1229 Management Representative shall serve as a liaison between the City, the Trust and the Licensee. Said Management Representative shall remain on call on a twenty-four (24) hour basis during a Raceworks Event should he/she need to be contacted by the City or the Trust. In addition, the City and Trust shall be provided with a telephone number and beeper where said individual can be reached at all times twenty-four (24) hours a day, seven days a week. It is expected that the Management Representative shall respond to any request and/or concerns by the City or Trust within a maximum of twenty-four hours, or immediately on the day of a Raceworks Event. The City and the Trust shall designate a representative who will be similarly available to the Licensee. (f) Licensee shall provide sufficient personnel to professionally and safely conduct the promotion related activities to stage the Raceworks Events. (g) Licensee agrees to display, in plain view, any reasonable rules established by this Agreement and established by the City and the Trust in relation to the Raceworks Events and the operations of the Raceworks Events. No such rule shall be inconsistent with the terms of this Agreement, (h) Except when otherwise mutually agreed upon by the parties, Licensee agrees to store all equipment away from the Public Property. (i) The City shall be entitled, on a complimentary basis, to one hospitality suite for forty (40) persons and forty (40) complimentary tickets for said suite for each Raceworks Event. The City shall be solely responsible for all food and beverage charges for said suite. The Trust shall be entitled to receive fifty (50) complimentary preferred seating tickets to any Raceworks Event. 0) Licensee shall have the right to establish and charge rates, provided, however, that Licensee shall not charge different rates to different persons admitted to the Race Perimeter. All charges shall be posted in clearly readable signs that are posted in accordance with all applicable laws. (k.) Any release that Licensee obtains from a spectator or participant in a Raceworks Event shall also release the City and the Trust from liability. Licensee shall print language on the Raceworks Event tickets which release the City and the Trust from any liability for personal injury and property damage relating to the Raceworks Events. 23. Risk of Loss Licensee agrees that neither the City nor the Trust shall be liable for any loss, injury or damage to any personal property or equipment brought into the Race Perimeter by Licensee or anyone whomsoever during the Use Period. All personal property placed or moved into the Race Perimeter shall be at the risk of Licensee or the owner thereof. Licensee further agrees that it shall be responsible to provide security whenever personal property either owned or used by the • Licensee, its employees, agents or subcontractors is placed in the Race Course site, including property necessary for set-up and dismantling the Race Perimeter, regardless of whether or not the Race Perimeter is open to the general public. 24. Siana-ze Licensee, or its authorized agent, shall post signage in the City, Park, and outside of the City limits in conformity with existing laws, ordinances, codes and regulations of any applicable government agency. The location of signage in Bayfront Park shall be subject to the reasonable approval of the Executive Director. Neither the City nor the Trust shall implement any ordinances, rules and regulations which will limit Licensee's right to display and/or locate temporary signage on the Race Course or within the Race Perimeter. 25. Financial Obligations Each party shall only be entitled to the financial assistance, compensation or remuneration specifically set forth herein, and no party shall be entitled to or shall charge any other party any fees, assessments, surcharges, or taxes or any other thing of value other than as specifically provided herein. 26. No Claim to Assets or Ri hts of Licensee By entering into this Agreement, none of the parties are granted any assets, rights, titles or interest to the other's assets, rights, title or interests, except as otherwise set forth in this Agreement. 27. Bayside Marketplace and Concorde Cruises The license granted herein is subject to the existing rights and agreements between the Trust and Concorde Cruises, Inc. and the City and Bayside Marketplace Limited Partnership. 28. Non -Interference and First Right of Refusal Neither the City nor the Trust shall permit the staging of any Race Event within forty-five (45) days before or thirty (30) days after a Race Event. Subject to the conditions herein and any applicable laws, Licensee shall have the first right of refusal to stage any Race Event on the Race Course (in its present or future form) subject to further good faith negotiations with the City and the Trust. 19 9 0 29. Licensee's Records and Financial Statement No later than sixty (60) days prior to the Use Period, Licensee shall submit to the City Manager, for approval, a report of projected expenses, revenues, equity and bank financing to demonstrate whether the Licensee has the financial wherewithal to stage Race Event(s). Such report shall be prepared by a certified public accountant. In the event the City Manager does not approve the report and determines that the Licensee does not have the financial wherewithal to stage a Race Event, then the City Manager shall submit such report to the City Commission who shall make the final determination of the Licensee's financial ability to stage the Race Event. 30. Compliance with Municipal Motor Vehicle Racing Act The staging of the Race Events and temporary construction of the Race Course which is performed under this Agreement shall be in accordance with all applicable laws and regulations applying thereto, including all of the provisions of the Municipal Motor Vehicle Racing Act as set forth in Section 549.08, Florida Statues (2000). 31. Promotion by City and Trust The City and the Trust, respectively, through their normal operations, will cooperate in good faith with Licensee to promote Race Events through the City's departments or offices. 32. Quality of Events Licensee agrees that its operation and promotion of the Race Events shall provide a quality of service commensurate with and equal to a professional motorsports event of comparable nature. 33, Taxes Other than the ones contemplated herein, during the term of this Agreement and any extensions thereof, the City and the Trust 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 20 �. .t229 • promotions, operations and any other use granted to Licensee under this Agreement, with exception to any taxes, assessments and other governmental charges may be levied upon any payment made by Licensee to City or the Trust pursuant to this Agreement. 34. Compliance With Laws Licensee and/or its authorized agents agree to comply with applicable laws, codes ordinances and regulations enacted or promulgated by federal, state, county, and City government including the provisions of the Charter and Code of the City. Licensee and/or its authorized agents shall also comply with reasonable directives of the City Manager. 35. Additional Expenses Under no circumstances will the City be liable for any costs or expenses incurred by Licensee under this Agreement or as a result of the Race Events, Support Events or related activities beyond those that are specifically set forth in this Agreement. 36. No Discrimination in Hiring. In the performance of this Agreement or any extension thereof, Licensee and/or its authorized agents shall not discriminate against any employee or applicant for employment because of sex, age, race, color, religion, ancestry or national origin. License and/of and its authorized agents will take affirmative action to insure that minority applicants are employed and that employees are fairly treated during employment without regard to their sex, age, race, color, religion, ancestry, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation. 37. Indemnification. Licensee shall indemnify, hold and save harmless, and defend the City, the Corps, and the Trust, their directors, officers, employees and volunteers from and against any and all claims, demands, liens, judgments, liability, losses or damages, including but not limited to cost, expenses and attorney's fees caused by the actual or claimed negligence (active or passive) or omission of Licensee, its agents, employees, contractors, or concessionaires, or either of them, either as a sole or contributory cause, for loss of, use of, injury to or destruction of any property and/or bodily or personal or other injuries, including death, at any time resulting therefrom, sustained by any person or persons, including officers and employees of the City, the Corps. or the Trust, or in any manner attributable to any and all actions, representations, or performance of the provisions of this Agreement. 21 n:� —1229 • Licensee shall further indemnify, hold and save harmless, and defend the City, the Corps, and the Trust, their directors, officers and employees, from and against any and all claims, liens, liability, losses or damages, including but not limited to cost, expenses and attorneys' fees arising out of the City's statutory obligations pertaining to defective conditions in the Race Course and appurtenances thereto, including obligations under the Florida Statutes relating to dangerous condition of public property. Notwithstanding the foregoing, it is specifically understood and agreed that Licensee shall not indemnify nor agree to hold free and harmless and defend the City or the Trust, its officers and employees, or any of them of and from and against any and all claims, demands, liens, judgments, or otherwise, for death of or injury to any person or damage to any property whatsoever that may happen or occur as the sole result of any act or activity of the City or the Trust or any person acting for the City or the Trust or under their separate control or direction in failing to perform any act or duty imposed upon the City or the Trust by the terms of this Agreement, or as the sole result of any act or non -action by the City permitted or required pursuant to the terms of this Agreement. As between the parties to this Agreement, such liability shall be solely borne by the City and/or the Trust. In the event that the City or Trust is a defendant in or party to litigation as a result of negotiating or entering into this Agreement, or any extension thereof, Licensee shall indemnify the City and the Trust, their directors, officers, employees and volunteers from and against any and all monetary judgments (including related attorney's fees and costs awards). The City Attorney's Office shall vigorously defend, at its own expense, any litigation as a result of negotiating or entering into this Agreement, or any extension thereof, and the City shall bear its costs of such litigation. Licensee also agrees not to sue the City, the Corps, or the Trust, their directors, officers, employees and volunteers in the event that a third party sues the City, the Corps, the Trust, their directors, officers, employees and volunteers, for injunctive relief preventing performance of this Agreement and such injunctive release is granted. 38. Insurance Licensee shall obtain and keep in force at all times during the term of this Agreement, a policy of public liability and property damage insurance, in a form acceptable to the City's Risk Administrator, protecting the City, the Trust, and their officers and employees, and the United States Army Corps of Engineers and its officers and employees against any and all liability due to the death, injury, loss or damage to persons or property arising out of, or in any way incident to Licensee's operations of the Race Events. The policies described herein shall be provided to the City prior to the City commencing the initial improvements contemplated herein. 22 1229 0 • Licensee agrees to provide a liability policy in comprehensive form, including pollution liability coverage, in a form acceptable to the City's Risk Administrator, in the amount of not less than $20 million dollars combined single limits for bodily injury and property damage. Additionally, the Licensee must provide products and completed operations coverage in an amount of not less than $20 million dollars and must make the City and the Trust a named insured under the policy(s) and name AT&T, or any other subsequent sponsor of the Park, and the United States Army Corps of Engineers as additional insureds. 39. Risk Review A copy of the insurance policies evidencing such insurance coverage shall be filed with the City's Risk Management Division no less than thirty (30) days prior to any Use Period, and such policies shall provide that such insurance coverage will not be cancelled or modified without at least thirty (30) days prior written notice to City and the Trust. At least thirty (30) days prior to the expiration of any such policy, a renewal policy showing that such insurance coverage has been renewed shall be filed with the City's Risk Management Division, attention to the Risk Administrator, 444 S.W. 2nd Avenue, Ninth Floor, Miami, Florida 33130. City reserves the right to periodically review the sufficiency of the insurance policy, as required by this Licensee and to request Licensee to change the insurance coverage to be provided in any policy of insurance as provided for herein. Licensee shall, upon receipt of such request, increase the limits of such insurance to any amount reasonably satisfactory to City. Any such additional amount of coverage shall be commensurate with other events of this nature and shall. in no event exceed $25 million in coverage or cause Licensee more than ten percent of additional insurance premium charges in any two-year period. 40. Audits During the term of this Agreement, and any extension thereof, Licensee shall deliver to the City and Trust a certified statement, executed by Licensee's Chief Financial Officer, stating the number of all paid admissions for all of the Raceworks Events, accompanied by any such other documents as may be necessary to support the Chief Financial Officer's certification, such as a ticket manifest, sales journals relating to ticket sales, complete box office statements of all tickets sold and any other appropriate records as may be reasonably required by good accounting practices for records of tickets sold for all Raceworks Events. If Licensee uses a third party to sell tickets for Raceworks Events, Licensee shall include in its certified statement the ticket sales by the third party and include with the report any and all documentation regarding the tickets sales by the third party. In the event that the City Manager or designee determines, in his/her sole discretion, that there is a discrepancy in the amount remitted by the Licensee for the City and Trust's fees, then the City shall have the right at all reasonable times, upon reasonable notice and during normal business hours, to examine any and all of Licensee's books and records as 23 �V • may be required by good accounting practices to determine and verify all of the ticket sales for Raceworks Events. All books and records shall be maintained and kept by the Licensee within the corporate limits of Miami -Dade, County. The City Manager shall have the discretion to require the installations of any reasonable additional accounting methods as he may deem reasonably necessary so long as such installations are consistent with professional accounting standards as applied in the industry, The City or the Trust, at their sole expense, may, at reasonable times and for a period of up to three (3) years following the expiration of the term of this Agreement or any extension, earlier termination thereof, audit, or cause to be audited, those books and records of Licensee. Licensee agrees to maintain all such books and records at its principal place of business. As between the City and the Trust, only one party may audit Licensee in a given year. 41. Inspections City shall have the right, at all reasonable times and upon reasonable notice, to make whatever inspections City deems reasonably necessary to determine if Licensee is complying with the terms and conditions of this Agreement and any applicable laws. Licensee agrees to provide City with reasonable access to its operations for such inspection purposes. 42. Public Records Licensee understands that the public shall have access, at all reasonable times, to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. 43. Nondiscrimination Licensee represents and warrants to the City that Licensee does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Licensee's use of the Race Course or presentation of the Race Events or Support Events on account of race, color, sex, religion, age, handicap, marital status or national origin. 44. Affirmative Action Licensee shall have 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, 24 _0 -1229 • 0 Licensee shall submit a Statement of Assurance indicating that its operation is in compliance with all relevant civil rights laws and regulations. 45. Conflict of Interest Licensee 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. sen.) and of the 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. Licensee further covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City or the Trust. Licensee further covenants that, in the performance of this Agreement, 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 Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. 46. Late Payments Should Licensee fail to make any payment to the City or the Trust as provided in this Agreement, a late payment charge of one percent (1 %) of the amount due the City or the Trust will be assessed monthly against the Licensee commencing on the due date of such payment, until such amount is paid. In the event that Licensee shall fail to pay any of its financial obligations to the City or Trust within five (5) months after being past due, then Licensee shall be deemed in default of this Agreement. 47. Failure to Staae Events During this Agreement, or any extension thereof, if Licensee fails to stage at least one (1) Race Event annually Licensee shall be in default, unless such failure is as a result of 1) an act of the City or the Trust which prevents and makes impossible for the Licensee to perform its obligation to conduct a Race Event, 2) the Licensee's failure to obtain permission from Bayside Marketplace Limited Partnership or other right-of-way holder for use of the property that they own or possess and which is essential to stage, establish, maintain and/or operate the Race Course and Race Perimeter for a Race Event, or 3) conditions of force majeure, as that term is hereinafter defined, which prevents the Licensee from performing its obligations hereunder. It is expressly understood that Licensee is not obligated to stage two Race Events annually during the term of the Agreement, or any extension thereof, and its failure to stage more than one Race Event shall not in any sense be deemed a default or breach of this Agreement. In the event that the Licensee has not scheduled a second Race Event for a given year and another entity contacts the City and the Trust and wants to conduct its own Race Event, Licensee shall have the first 25 12 right of refusal to stage a second Race Event prior to the City and/or Trust agreement to permit a third party to stage a Race Event. In the event that the Licensee fails to conduct a Race Event within any two (2) year period, the City and the Trust have the right to terminate this Agreement by giving Licensee written notice thereof. If thereafter, Licensee fails to cure said default by staging a Race Event within nine (9) months of the notice, the Agreement shall be deemed terminated. This provision, shall not apply if the reason for the failure to stage a Race Event is not the Licensee's fault, but is due to 1) an act of the City or the Trust which prevents and makes impossible for the Licensee to perform its obligation to conduct a Race Event, 2) the Licensee's failure to obtain permission from Bayside Marketplace Limited Partnership or other right-of-way holder for use of the property that they own or possess and which is essential to stage, establish, maintain and/or operate the Race Course and Race Perimeter for a Race Event, or 3) conditions of force majeure as that term is hereinafter defined, which prevent the Licensee from performing its obligations hereunder. 48. Assitinment Licensee shall not sell, assign this Agreement, or any part thereof, or transfer more than 50% of its ownership interest to any other party without first obtaining the written consent of the City and the Trust. The approval or consent of the City and the Trust shall not be unreasonably withheld. Such assignment shall be in writing and shall require the assignee to assume all of Licensee's obligations under this Agreement. Any assignment of this Agreement contrary to the foregoing provision, whether voluntary or involuntary, shall be void and shall confer no right upon such assignee, shall constitute a default under this Agreement, and shall result in an immediate forfeiture of the rights of Licensee hereunder. Sale means any transaction or series of related transactions pursuant to which any person or entity (other than Peter J. Yanowitch or his affiliates) (i) acquires from the holders thereof a majority of the outstanding equity interests of Raceworks LLC or (ii) the sale of all or substantially all the assets ofRaceworks, including any assignment of this Agreement. 49. Licensee's Release From A reement In the event that Licensee desires to relocate, discontinue or move the Race Events from the Downtown Miami site at Bayfront Park, then Licensee shall pay the City a fee ("RDM Fee") in an amount equal to: the aggregate costs to the City and/or the Trust including any in-kind services (e.g. the value of the storage of Licensee's equipment) any unpaid costs of the 26 0J, 92 • • improvements and modifications to the Race Course, and any other cost to the City or the Trust for Raceworks Events, that the Licensee has not paid or reimbursed the City or Trust for (collectively "the City Costs" or individually, on a per year basis, "Annual City Costs"); plus seven and one-half percent (7 '/2 %) interest per year of the Annual City Costs; plus any outstanding Fees, payments or amounts that are due and owing to the City or the Trust. After payment by Licensee of the RDM Fee, the City and Trust shall release and hold harmless Licensee from any and all claims that the City and Trust have under this Agreement. If Licensee fails to pay the total amount, then Licensee shall be deemed in material breach of this Agreement. In the event that Licensee desires to relocate, discontinue or move the Race Events from the City limits, Licensee agrees not to use the name "Miami" or any other reference to the City or the Trust in the name of Licensee's subsequent race events. 50. Notices 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 City of Miami: City Manager City of Miami 444 SW 2nd Avenue 10th Floor Miami, Florida 33233-0708 If to the Trust: Executive Director Bayfront Management Trust 301 North Biscayne Boulevard Miami, Florida 33132 With a copy to: City Attorney City of Miami 444 SW 2„ d Avenue 27 -` . 12 2 9 • 0 Suite 945 Miami, Florida 33233-0708 If to Licensee: Mr, Peter J. Yanowitch President Raceworks, LLC 800 Brickell Avenue Suite 550 Miami, Florida 33131 If to the United States of America Michelle A. Wolfe; Attorney Advisor U.S. Army Corps of Engineers Real Estate Division P.O. Box 4970 Jacksonville, Florida 32232-0019 51. Waiver Any waiver by either party or any breach by either party of any one or more of the covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement, nor shall any failure on the part of the City or Trust to require or exact full and complete compliance by Licensee with any of the covenants, conditions or provisions of this Agreement be construed as in any manner changing the terms hereof to prevent the City or Trust from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than by written agreement of the City and Trust and Licensee. 52. Force Majeure and Impossibility The parties shall be excused from performance of any obligation hereunder when such performance has been delayed, hindered and prevented by any cause or causes beyond the parties reasonable control, including impossibility of performance, which shall include but not be limited to, any act of government or governmental agency, labor disputes, riots, civil commotion or insurrection, war or war -like operations, invasion, rebellion, military or usurped power, sabotage, the acts of superior governmental authorities, fires or other casualties, natural disasters, hurricanes, or acts of God or sudden failure of subsurface structures. Should force majeure cause the Race Events or cause the use of the Race Course or Race Perimeter to be suspended and it prevents or makes it impossible for the Licensee from conducting or promoting at least one race during any given year, then the term of this Agreement shall be extended for a one year period 28 i. —1 ` for each year lost as a result of force majeure or such impossibility. However, if the force majeure or impossible circumstance is permanent and incapable of being cured, then either party may terminate this Agreement by giving the other party thirty (30) days written notice of such termination. 53. Failure to Obtain National or International Sanctioned Event. Five business days before the Use Period, Licensee shall present to the City Manager and the Trust proof that it has an agreement with a national or international sanctioning organization. Licensee has obtained a letter of initial commitment from the American Le Mans Series to promote a Race Event in Miami. The letter is attached hereto as Exhibit E and is incorporated and made a part of this Agreement. In the event that the Licensee is unable to obtain agreements from a national or international sanctioning organization for a Race Event or there is the cancellation of such agreement with a national or international sanctioning organization, then Licensee shall be in default. The .default shall be cured upon Licensee demonstrating that it has obtained an agreement with a national or international sanctioning organization. During the time of default, in the City Manager's sole discretion and with the City Manager's written approval, the Licensee may stage an unsanctioned race event. The City Manager may, at his sole discretion, impose additional conditions upon Licensee to mitigate the effect of having an unsanctioned race event. However, the staging of an unsanctioned race event is not a cure for the default. In no event shall Licensee stage a combination of more than two (2) sanctioned Race Events or unsanctioned race events per year. 54. Default and Termination Except as otherwise specifically provided hereunder, if at any time during the term of this Agreement, or any extension thereof, should any party be in default of any term, provision or covenant of this Agreement, and shall fail to take affirmative steps to remedy such default within thirty (30) days after written notice from the other party, then, if such default is not cured within nine (9) months, the non -defaulting party may, at its option, terminate this Agreement by giving the defaulting party written notice of its election to terminate this Agreement at least fifteen (15) days prior to said date of termination. 55. Permanent Impro_v_ements Upon the expiration or termination of this Agreement or any extension thereof, the improvements, devices and facilities constructed by Licensee, which are permanently affixed to public property or which shall create a hazardous condition by their removal, shall, at the City's 29 J -1 -1-229 0 • election, become the property of the City or, where applicable, the Trust, without compensation therefore. 56. Restoration of Public Property At the end of each Use Period and upon the termination of this Agreement or any extension thereof, Licensee shall restore Public Property, personal property and fixtures of the City or the Trust to the same condition in which the Public Property was before the Licensee used the Public Property, except for normal wear and tear or any destruction of the Public Property as a result of force majeure so that Public Property is suitable for its normal use. Attached hereto as Exhibit F, is Licensee's Mitigation Plan, which is hereby incorporated as part of the Agreement and attached hereto as Exhibit G, is Licensee's Existing Tree Disposition Plan, which is also hereby incorporated as part of the Agreement. This obligation of the Licensee does not apply to restoring the condition of Public Property to the condition that it was in prior to the construction of the Improvements delineated in Paragraph 12 and it does not apply to the condition that the Public Property was in prior to the maintenance of the Race Course that is delineated in Paragraph 13. With exception of the foregoing, Licensee shall repair any damaged caused to Public Property, personal property or fixtures of the City and Trust as a result of a Raceworks Event and shall restore Public Property to the same condition that is was in before the respective Raceworks Event occurred. In the event of termination of this Agreement or any extension thereof, or upon the expiration of the term of this Agreement, or any extension thereof, Licensee shall promptly, remove all personal property, fixtures and equipment from the Public Property. In the event Licensee fails to remove its personal property, equipment and fixtures from the Public Property within a sixty (60) day period, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City and Trust. The City and Trust, their sole discretion and without liability, shall remove the same and the Licensee shall reimburse the City and Trust for all reasonable expenses associated with such removal and disposal. 57. Compliance with Environmental Laws Licensee represents and warrants that during the term of this Agreement, or any extension thereof, it will not use or employ the Public Property, or any other City owned property, to handle, transport, store or dispose of any Hazardous Materials and that it will not conduct any activity on Public Property or City owned property in violation of any applicable environmental laws. Notwithstanding the foregoing, Licensee may handle, transport, store or dispose of Hazardous Materials as necessary for Licensee's.Race Events on Public Property as long as such handling, transportation, storage and disposal is performed in strict compliance with all applicable laws and regulations. Licensee hereby indemnifies and holds harmless the City and 30.1-1229 the Trust and their respective officers, employees and agents, from and against all actions and liabilities relating to the Licensee's handling, transportation, storage and disposal of Hazardous Materials on or about the Public Property or City owned property. 58. Invalidity. In the event that any non -material provision of this Agreement shall be held to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 59. Time of Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day of said period or the date of performance shall be extended to the next business day thereafter. 60. No Interpretation Against Draftsmen The parties agree that no provision of this Agreement shall be construed against any particular party and each party shall be deemed to have drafted this Agreement. 61. Further Acts In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by the parties, the parties each agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds and assurances as may be necessary to consummate the transactions contemplated hereby. 62. Litigation Any dispute herein shall be resolved in the courts of Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. However, this is not intended to establish mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief. 63. Successors and Assigns This Agreement shall be binding upon the parties, and their successors and assigns as permitted herein. 31 1J 1. -1229 0 64. Third Party Beneficiary This Agreement is solely for the benefit of the parties hereto and no third party shall be entitled to claim or enforce any rights hereunder except the United States Army Corps of Engineers. 65. No Partnership Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venturer of the other. 66. Amendments No alterations, amendments or modifications hereof shall be valid unless executed by an instrument in writing by the parties with the same formality as this Agreement. Neither this Agreement, nor any term hereof, can be changed, modified, or abandoned, in whole or in part, except by instrument in writing, and no subsequent oral agreement shall have any validity whatsoever. 67. Miscellaneous Title and paragraph headings are for convenient reference and are not a part of this Agreement. 68. Entire Aereement This Agreement and represents the entire understanding between the parties hereto as to the subject matter hereof, and supersedes all prior written oral negotiations, representations, warranties, statements or agreements between the parties hereto as to the same. There are no promises, terms and conditions, or obligations other than those contained herein, and no party has relied upon the statements or promises of the representatives of any party hereto. 69. Authority. Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement and that the signatories below are duly authorized to execute this Agreement in their respective behalf. 70. Approval By Emergency Financial Oversight Board The State of Florida has appointed an Emergency Financial Oversight Board ("Oversight Board") which is empowered to review and approve all pending City of Miami contracts. As a result, contracts shall not be binding on the City until such time as they have been approved by the Oversight Board. Execution of this contract by the City Manager shall constitute evidence of its approval by the Oversight Board. 71. Approval By the United States Army Corps_ of Engineers The United States of America, U.S. Army Corps of Engineers owns a portion of the Park and has leased that portion to the City under a lease agreement dated August 16, 1990 ("Corps Lease"). This Agreement is subject to the conditions of the Corps Lease and shall not be binding until the City receives written approval of this Agreement from the United States Army Corps of Engineers. In the event that the United States Army Corps of Engineers does not grant its approval of this Agreement, the parties will endeavor to locate another site for the Race Course and Race Perimeter. However, if the parties are not able to agree upon the location and terms of the agreement, then this Agreement shall be terminated upon thirty (30) days notice to the other parties to this Agreement. (over) 33 01 -1229 0 s IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers and hereunto duly authorized as of the date first above written. ATTEST: 1'alter Fo: rnali Citly Clerk WITNESS /ATTEST APPROVED AS T SURAN E REQUI N : Mario Soldevil a, Risk Management Administrator 34 CITY OF MIAMI, a municipal corporation of the State of Florida BAYFRONT PARK MANAGEMENT TRUST, a limited agency and - inst t�ity of the,"City o i i, 4-4 7.� Constantz, Executive Diredo APPROVED F M AND CORREC E 'il -1229 i Exhibit A (Public Property) 17J �2, • LEGEND RAGE COUR$E I.AYCUT O WALESI P9TAREA PADDOCK( AREA RACE PERI ER W M040ARR¢R WALL M' HIGH P,f WALL — PERIMETER FEMOE OIOU 200' 40C 800' American Le Mans Series Course - Public Property, 4 �'ow! _0 Exhibit B (Course Layout) :jI -1229 * rT•I'r. �i� ■ "� y, j y Y it -_ �� „• LEGEND M SE IAYOUF(154 MLFSj PROPOSED Ar HGH WRIER WALL PROPOSED MTA EA - PROPOSED 2r HIGH AT WAIL .. PRDPMD PEDESTRNM CROSSOVER BRIOGE PROPCGEOFEKCE j� PROPOSED PAOD= AREA PROPOSED PUBLIC VOWAF ACCESS Iml WMEND} ®PROPOSED GENERAL GRANDSTANDS PROPWOVI.P CLRCIAATION 5 A 3 bD • 1%@W SEAj$ PROPOSED GENERAL PM CCACLILAT10R PROPOSED-CKPONT) OAjE 1Ti01(ET01Ep(PgI[fj PROPOSEDLERDOR 1 om"--M TENTS PROPOSED VA, TBpi(S®E SOTE$ PROPOSED RESTROOM FACIMII_S PROPOSEO MUCK SiA WAMA-PAUDO(.T( 5 .. BISCAYNE SAY r k 0 r ti s : N.E, and AVE. rn ui 004 LU �S.E.3TCIO dA1�^� Y AI 1 _ Ui 1 _ n �._a_ _ KE. 2nd AVE. - -- — KRTMAmerican Lemans Series Course - Course Layout J�+,N,D. 2QpT EXHIBIT B no Cr ,DO 2W aar 8D7 Sale t- 1w0* �\ D N.E. 3rd Eu-�) FIE I I I ,, I- (; CIVIT { rm Syne, Race I fac� c. I 116-0 I-010rc,i,l.dwu 09 07 ZOO 10:11 51 ANL 1 3 19 I1,q LEGEND PROPOSED COURSE LAYOUT STREETS ANO AREAS To BE CLOSED A (m VAlRTW*v-mC P.� Mmacm LOU coltw" PROPOM COM" LAVWF town"Haat - t" 2WJM APM1. 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PASIAI@ MMJ PARATAC LOT FCR TACIR TRACT[ Mm PARKINC LOT r(IR IDEA TRACK AV At" TO W AtLOCATMG Onl TREES ANID UCHTS RELM.71,4 [PST. TWS PC L�00& MINA TAA VARKNOG ARIA • 11"T CVT ar:Afxxoa LOT CLAN AKA^Amo moopm • PACr-w CA M-*bO- t*o.. PAN • ffibm-C Ctft^-Itik ARCA tv P -m rm AN MAC- CLRw n1c. TO OICIP* PLAZA PAPPOIC LOT. PAS3HG T= PARIong FOR NEW TRACK CORK OLIM WAT/mIsc-PIC ILIO iwpm soLow) THOU 7AN PAOIIG AREA "AIW4 pah-K kc" To PANNM LOT ONELOCA WNUATENT AND VNGM W9K WRAND PA.Cft 4C.2 If I `, ' f NC i ( Nil I 00I.L11 R—e I r—' v-d-dwp dwL,. 0907 2IN)i [D'±n 1(' 1't IQU8 I I I �' k "; 1 1 1 VI I 1 111I.t.1 "'. — R'll c (rack 1 -d -,i,, g, c-;6% 09 07 N01 10 32.2 11 A\1. 1.1 194'04 —AAA- pAl— wON o, � rJ WIC-9 OL10 At NIC j1d ST wisc-At am At me. 2.4 ST wsc.,K NW .1 N.C. 111 ST. 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I" sT. lammill sw11 oomc swan Lamn WCUPIP-MOIV, SIA Loapam Wm TM 410WKATMKS� Wanchlogi;t -OWICCA"s): 'Mums1. • mWv MST PAVER CLWW/SMl0LX ""I ENV PAWN EAST PA%O ME" FIX MACK .Vm Co. na am. MX '-W CT. Rli C.'. * AN L9KA ft --o RaAaAc aomocme wo (3) [.ST NO AtlIW CA OtLGCAlt 0) CAST m aALLo"msc&ME sua (s0111BaLro) L0.9.T 0. 8W,X OLW (SW. WLPQ) coup= TACOS AT ALR, CQWR Or BISCAAK BL%CL MECs AT KK tma"ciF ascAnt NIU, U At S2" .1 ATO"CLoCAlf ""A"IC "AL AT St. 2" ST ANE) FlftWAlt MA" SIWK (I.Mb. DO .D) AqO "t. 1.1 ST (AWIN 111CLAIND) AND N'314 %T "$I Amis am oKS$ womiLit Nam "ST 40140 AAO OMS WLX SOUL MatMr FoR CTBT out ly At KIN AT AREA pilhow" IMA'At BOND. coon—"DwIt. • PRUWX WAIK GLVQ ONM-WAm)wIt r-k 71 Fjil *SCA-K 8L-0 —1 -4 S E. k ST G. 1Al9X rWWlftAa Lco.m Sm?. AND @aVrftkT PARIN *OPICIEN Loo-Ate LISE 111foxx c"mmxl me E.T to ciust MCC01CATKPOES! PAAKIAG LOT. IAOWTT WRIS AAD *Yt%R - p4aimm GEAR Mmrstbm AT CLAW PH"O$ OF 'JQ PROMM IMAGE MA"110. "*d c-sw P:" Low To owA,,AE AACI Vow, oRAA-m AM" TO W NTD C-3 I I I �' k "; 1 1 1 VI I 1 111I.t.1 "'. — R'll c (rack 1 -d -,i,, g, c-;6% 09 07 N01 10 32.2 11 A\1. 1.1 194'04 • AREA Y Location A: • Drainage survey must be obtained, catch basin must be capped and valley gutter to be removed. • Regrade intersection and low points will be along existing curb inlets • Front portion of traffic island to be removed and asphalted if this area is to be made wider. Location B: • Concrete curb and sidewalk areas may have to be cut-back due to narrow width of this area. • Large tree in this area must be maintained --- this is a critical area for track width. Location C: • Entire traffic curb island to be removed, reconstruct curb and gutter and asphalt entire area. + Width of track in this area critical as well at this location. -Location D: • Barrier wall placement will delineate track. • Replace valley gutter and regrade outside lane to curb and gutter. Place drainage inlet at low point and connect to existing box. Location E: + Possible milling and resurfacing due to manhole top lip above existing ground. Location F: • Area must be regraded and low point relocated due to severe grade change between areas. • Decision on either clipping planter or flag stand. 'J.I -- 1229 E AREA II Location G: • • Existing width is 34' (concrete surface) but may be widened to the east. Location H: • 1 light pole, 1 tree, 1 concrete bench and concrete trash container must be removed or relocated. * Turn into fountain must be prepared by laying base and concrete in one comer. * Must remove surface of fountain walkway and pave with appropriate surface (concrete). Location I: • New areas of concrete to be placed 1 Widen road surface, • Light pole relocation necessary. AREA III Location J: - * Remove trees and shrubs and traffic island and repave entire area. • Transition area from concrete to asphalt and parking lot. • Concrete traffic curb "fingers" to be removed and paved over. Location K: • Remove curb and pavers from island and tip of north corner —Island area to be removed as well — Pave and stripe out area. • Relocate sign in island. AREA IV Location L: • Mill and repave private parking lot • Provide transitions to Biscayne Boulevard. • Adjust / protect utility covers at Biscayne Blvd. AREA V Location M: • Alt. 2 concept -- this area must be verified further due to possible utility issues under metromover. • Area under metromover must be removed and paved. • Mast arm relocation is necessary —base and permitting. AREA VI Location.N (Pit -out): • Removal of concrete curb and gutter, pavers and tree grates. • Relocate 3 trees (location to be determined). • Once area is cleared, lay down limerock base, compact and asphalt. Location O: • Removal of concrete curb and gutter, pavers and tree grate. • Remove canopy. • Adjust manhole top. Utility owner to be determined. • Relocate 1 tree (location to be determined). • Once area is cleared, lay down limerock base, compact and asphalt. Location P: • Removal of concrete curb and gutter, pavers and tree grates. • Relocate "Juan Pablo Duarte" Monument to center of traffic island. • Adjust manhole top. Utility owner to be determined. • Relocate 2-3 trees (location to be determined). • Once area is cleared, lay down limerock base, compact and asphalt. Location Q: • Removal of concrete curb and gutter, pavers and tree grate. • Relocate 1 tree (location to be determined). • Once area is cleared, -lay down limerock base, compact and asphalt. • May require removal of island nose nearest to NB Biscayne Boulevard if pit - out location is placed here. :i `229 Location R: • Removal of concrete curb and gutter, pavers and tree grates. • Adjust manhole top. Utility owner. to be determined. • Relocate 2-3 trees (location to be determined). • Once area is cleared, lay down limerock base, compact and asphalt. Location S: (Pit in) • Removal of concrete curb and gutter, pavers and tree grate. • Adjust gas main valve location. • East curb may have to be removed if pit -out is located at this location. • Relocate 1 tree. (Location to be determined.) • Once area is cleared, lay down limerock base, compact and asphalt. i • Exhibit E (Commitment letter from American LeMans Series) SCOTT ATHERTON FRES-17FNT ANC COO July 3, 2001 VIA FACSIMILE 1-305-374-7444 Mr. peter Yanowitch Yanowitch Law Center 800 Brickell Avenue, Suite 550 Miami, FL 33131 Dear Mr. Yanowitch: As a result of our lengthy negotiations, I am pleased to infornn you that the American Le Mans Series is now ready to confirm a 2002 event in Miami, FL. Please consider this fetter as a good faith indication of our commitment to confirm a formal sanction agreement contingent upon the city of Miami executing an agreement with Raceworks. Inc. Obviously Lhere are many details that remain to be confirmed, however we took forward to working with you and your team to formalize thus agrecmcnt in the near future. if you have any questions regarding this document, please do not hesitate to call the directly. Sincerely, SA/c1h c Don Panoz Dennis Huth ]-QG Kiiulanw.w QVFN''C Po6ari TnN r:G 4il�;1 % uu11Mi.' iC1G.r id.'�D'•ii cnv''7f1R� G�-'1f1lO w_ 9 i Exhibit E �j e3 0 Raceworks, LLC American Lemans Series Course: Site Impact Assessment and Mitigation Plan The existing site for the proposed racecourse includes portions of Biscayne Boulevard, the service road for Bayside Marketplace, the waterfront promenade in Bayfront Park and Chopin Plaza between Bayfront Park and the Intercontinental Hotel. The racecourse has been designed specifically to utilize the existing roadways in all of these areas as well as the parking lot area between northbound and southbound Biscayne Boulevard. The racecourse will have minimal impacts to each of these. sites and we have carefully analyzed the details of these impacts as part of the planning process. We have determined that there will be four areas of impact; those include vegetation, landmarks, infrastructure and post race restoration of the site. 1. Vegetation The racecourse begins on Biscayne Boulevard and continues south to a private parking lot traveling past Chopin Plaza weaving through Bayfront Park and passing by Bayside Marketplace. Through careful planning and configuration of the racecourse the impacts are minimal to the existing vegetation in the site. All of the trees or palms that are impacted by the racecourse will be transplanted within Bayfront Park. • Biscayne Boulevard- 200 existing trees and palms only 21 will be impacteb by the racecourse. • Chopin Plaza — S palms will be impacted by the racecourse. • Bayfront Park- 500 existing trees and palms less than 1% or a total of 5 palms will be impacted by the racecourse. • Bayside Marketplace- 100 existing trees and palms along the side of Bayside Marketplace only 2% or a total of 2 trees will be impacted by the racecourse. We have provided a detailed tree disposition plan, plant list and site photos that include the botanical name, common name, height, spread, canopy and trunk diameter at breast height for each tree/palm impacted as part of this submittal. Detailed plans of the proposed relocation site for the vegetation will be provided to the City of Miami Parks and Recreation Department for approval prior to installation. If for any reason any of the trees or palms do not survive the transplanting process they will be replaced on a 2:1 basis with the same species and same size tree/palm. If for any reason the same size tree/palm is not available in the commercial market they will be replaced with the same species in a smaller size on a 3:1 basis. Shrubs will be replaced with new three gallon plant material and groundcover will be replaced with one gallon plant material. EXHIBIT F • Tree Transplanting Process All of the trees proposed for transplanting will be relocated under the supervision of a certified arborist according to standards established by the American Society of Consulting Arborists. This will include root pruning 8 weeks prior to transplanting to establish proper root growth. These trees will also have some canopy pruning during this time to prepare them for the transplanting process. Any trees that are not currently watered with an irrigation system will be hand watered with a water truck during the root pruning process. The trees will be relocated to a new location within Bayfront Park utilizing heavy equipment: Any damage to the park site or irrigation system during the transplanting process will be repaired as part of this process. If necessary the existing irrigation within Bayfront Park will be expanded to provide adequate irrigation for the transplants. All trees will be braced to prevent any injury to the trees and the public due to the strong winds from Biscayne Bay. Transplanted trees will be monitored on a monthly basis for a period of one year to assess the condition. Any trees that do not survive the transplanting process will be replaced at the end of one year. Palm Transplanting Process All of the palms proposed for transplanting will be relocated under the supervision of a certified arborist according to the standards established by the American Society of Consulting Arborists. The palms do not require root pruning and can be relocated prior to the trees. The palms will be relocated to a new location within Bayfront Park utilizing heavy equipment. Any damage to the park site or the existing irrigation system during the transplanting process will be repaired as part of this process. If necessary the existing irrigation within Bayfront Park will be expanded to provide adequate irrigation for the transplanted palms. All palms will be braced to prevent any injury to the palms and the public due to the strong winds from Biscayne Bay. Transplanted palms will be monitored on a monthly basis for a period of one year to assess the condition. Any palms that do not survive the transplanting process will be replaced at the end of one year. 2. Landmarks Bayfront Park The large fountain by the waterfront in Bayfront Park will not be impacted by the location of the racecourse. Structural barriers will be placed in front of the existing fencing during races to avoid any potential impacts to this landmark. • The Claude Pepper statue on axis with the fountain will not need to be relocated. The walkways parallel to the bay are lined with concrete benches that will be temporarily removed and replaced immediately after the event. 4_ -1229 • Biscayne Boulevard • There are two existing small sculptures that will be relocated with the city's permission. Bayside Marketplace There are three existing flagpoles by the Casino Princessa docking station that will be upgraded to removable poles that will facilitate relocating during each race. There are also five decorative concrete planters adjacent to the flagpoles that will be relocated during races. Both the flagpoles and the planters will be replaced in their original position after each race. Directly south of this location there are six concrete planters that will also need to be relocated. 3. Infrastructure The racecourse has been planned to minimally impact the city streetscape and infrastructure. The course utilizes the existing roadways in all locations of the site and therefore does not require the construction of any new roadbeds. With regard to the specific streetscape components within this area, the racecourse has no impacts to the Metro Mover structure and no impacts on pedestrian access to the Metro Mover other than during race day. The surface parking areas located between northbound and southbound Biscayne Boulevard are not impacted by the racecourse. 4. Post Race Site Restoration After all race events the site will be restored to the pre -race conditions. The restoration techniques will include: • All tire and skid marks from vehicles will be removed from sidewalks and roads with a combination of pressure cleaning and environmentally acceptable solvents. • All event debris and trash will be containerized and removed from the site. • All temporary site furniture such as bleachers, trash receptacles, portable restrooms, temporary fencing, traffic bollards and safety barriers will be removed from the site. • All turf areas that are damaged by race vehicles, pedestrian traffic, or service vehicles will be resodded. • All ground cover or shrubs that are damaged by race vehicles, pedestrian traffic, or service vehicles will be replaced. • Any damage to signage, lighting or utilities will be repaired. i. � Y r L-__J ! WM� It I ti0 EM i (IVII I.ern,m Scrics Race I,acli C-1-1- ANI)','('Al'l:.,Iwz. GQ b7 ' -t1111 it) 27.25 A%I. 1:3 39 WX 0 0 Exhibit G (Tree Disposition Plan) -129 OTRANSPLANT (5) COCONUT PALMS RELOCATE LIGHTS 1A, 18, IC, 10 & 1E OTRANSPLANT (3) SABAL PALMS & REMOVE MISC. SHRUBS 3A, 3B & 3C k I �' I iFl, ( I\'11. I mans';,, r, Race T?ark (-_' I.ANI)SUAI'I{.t3tse, 0907 '(In1 111.211 W A\1, 1 3 ;'199 OTRANSPLANT (5) SABAL PALMS & REMOVE MISC. SHRUBS 2A, 28, 2C, 2D & 2E OTRANSPLANT (7) THATCH PALMS (SOUTH SIDE) RELOCATE STREET LIGHT POLE & CROSSWALK SIGN 4A, 48, 4C, .40, 4E, 4F & 4G 'I KIIMlLLO • AJAM4 a PARTMRS-I IC >W, 1111[ I,wl\ ,Iw4, 1,IA 11111 Y4,Y[ I„ qYl Y4�1 U M[OETATV" �Mr2 © TRANSPLANT (2) PIGEON PLUM TREES & (1) PINK TRUMPET TREE (NORTH END) FOR EXIT OUT OF PIT AREA 5A, 5B & 5C I 3� ....w a ;•: .. , �'i� yy ���W��T�1^y:,`yi is •• O TRANSPLANT (2) SILVER BUTTONWOOD TREES, (2) PINK TRUMPET TREES & (1) PIGEON PLUM TREE (NORTH END). REMOVE (1) STUMP (SOUTH END) 7A, 7B, 7C, 7D. 7E & 7F H I-"_' I-N(f ('IVII I rm:gn Scnc; Racc• I rack C -3 -LANDS( Ai'E.dwg,(1907 2001 10:1 k:s±,1\(, 1 117-499 © TRANSPLANT (1) PINK TRUMPET TREE (SOUTH END) & (4) PINK TRUMPET TREES (NORTH END) 6A, 6B, 6C, 60 & 6E ® TRANSPLANT (1) PINK TRUMPET TREE (SOUTH END) FOR WIDER ENTRANCE TO PIT AREA 8A Y�L �e�n�aA.iArn i PARt�EI�•NC O anss�w 11[QTATOON u { EiMMMRLO•AdA� i PARTNERS -Me rti N• r..i rr+ara :LI PLAIN M LOOKMI(i 80UM i I 9O TRANSPLANT (2) GUMBO LIMBO TREES 10 REMOVE PLANTER & SHRUBS ►-- & REMOVE MISC. SHRUBS (PHILODENDRON SELLOUM) -- 9A & 98 == I -- 5 coin _ +E'• y'C.'• � _� aft 'fi-.,-. ..`' moi. - Sri �` - - .4 �.r — � � !wow,. *' +�,-' I �I� •.... ,..� ✓ .-. Y Y 1y - •... a 'rte ¢4'` c�?:`,. , !+ . u?i s K+ >Ya, ...-+._ w..•e new i1 RELOCATE (3) FLAG POLES, (S) PLANTERS & �;� , RELOCATE (6) ARECA PALMS & PLANTERS V9WTAT= ? (2) PAYPHONES 12A, 128, 12C, 12D, 12E & 12F W-4 tic's+ Racc I ruck G4-I.ANRSCAFF-,hve. [19 n? 2I1(11 111.11 of \%I. 1 1.1,41)11 �) �^I Saeee rag Boranitd rsomr Conr+,on Nmw (� reel) (;, leer) ! M reer) C0`1p°r CorMilion sfarus I IA Lotus nuriTpo Coconir Plakn l' !D' IS' r77' Gone 1raMrplon► t9 Cocas „uCifera Cocasd Palen 1' ,TD' IS' r77' Good hoaspbr,l *EpAttLo • AJAkrI A PAMM018 • MIC ►c c«a>; aoc�lero Coconar Palen r' 40• ts' rn' Good Loinplanl ...,.—.. rp Cocos ,�utifera Cocawf Paka t' •rD' 15' 177' Poor Rean.e ." If Corns +M,c,11ero Catena[ Rskn 1' •TD' tS' rTT' Good rransplaot 1A Sabot poknNfo Sobel Palen .67' Ia' la' 79' Coad Tratis� 28 SoDd poknello Sabot Pain .51' pD' 10' Ig' CeoQ rnaepio,d IC Swear pok+eRo Sabo► Poke .67' ]p' 10' 79' Cone 6onspbnr ID Sabel poq,e[lo Sabal Pain .67' 10' t0' 79' Looe Ganspianl x wear pakrKua Sabel Palen .sr ao' to, 79' Coed rranspont ,� Saeal pokntlro Seed Phkn .5r tS' t0' 79' Good TrplsPlpnr 38 Seed pok,iello Sobel Palen .5r ►j' to- 79' Good &ornPlad �� JC Sabot Pakne►ra Soba Phkn -57' 15' ID' 79' Goad Troaspbrd rraeespianl eA TNirgr rodalo TMttk Phkn .S' $' 4' ►i' Good Troasp[an[ 48 rArn,or radiata rhorM Palen .S' 8' 4' r!' Gone Tramp►anl r.... 4c � raeGota fhotee Ro4n s' a' 4' lr Good r�ra,� _— ,D rn:,n. radwro nwlce Palen 4' ►j' Good r,aasplont -- eC fkr:,o,r .oewra r►wlce PoM 4' ri' toad reomPlant 1F Ttrw,oi mai'oto ►edea Pnkn .S' 3' 4* ►�' Good TriamptoN � IG Tfwir,oi rodGota TtarM Phkn .S' a' 1' t!' Goad Tnoaspbnr ... SA Coccobbo Main Prgeon Phan ,5' td' tD' 79' Coad T,msplwA Af1E111CAM ffWMf Sg Coccolabo di,eyloio Pigeae PMrr, d' 50' Good rrdnpbu � Tobebuc 8rferaggl►a PG,k rn,+,pet ►' ta' 8' 50' Good rrmepror4 U Tobeeuo keleraplryb Pim rrwrpN ►' ra' to' 79' Gaon uaasprne,t � rabep,io hererap,laa Pirpc trouper .75' rz' S' za' coed honsp►orw � Taeebeio hNerap+lf#a P+,k rrt,npel .75' 12' S' ?S' Coad ironsphnt � rabekda heferopfy/o Pink irtnge[ r ra• to' 79' Gone raapmt � roeek,:a ►,elaopnflso fi.� rnnget 1' ra' to' 79' Gaoe rd,aplord 7A Caaarnae ercrar Seer Bnrraroaa .ls' ►r a' Ia' toad rroaspianl ' 7E �� erecha serirnn Sier �Ilefaoed .75' 11' 6' Td' Good sv,.�t nnan ]e rneen:o Aeraap+gra Pi,k rriu„peT t' ►g• to. 79' Good rronsploN tY. M 7D rneeb,:a t�ereroprryl►a Pink trouper t' [e• ►D• 79' enaa rnuuplsnl 7( ImsT�Mo Tllfi[ oeaotrmae TAKE I M"5 It I`5?'hN(iClVII'I_cm7nScricsRaceTrack`.C-5-1,ANDSCAPF..dwe.094172(Ml11021;12AM.1.3.17499 �� e� n Coceouba d.esatoio t7geaa Pk,m .1S' t1' tD' 79' Good rraeespianl RESOLUTION WHEREAS, Raceworks LLC desires to enter into an agreement with the city Of Miami for the licensing of motor sports race event; and WHEREAS, the Members of the Limited Liability Company have considered the matter in accordance with the operating agreement of the Limited Liability Company; NOW THEREFORE, BE IT RESOLVED BY THE MEMBERS that Peter Yanowitch, Manager of Raceworks LLC is hereby authorized and instructed to enter into a contract, in the name and on behalf of Raceworks LLC, with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. Dated thisS day of�, 2001. P r Yanowitch ager Raceworks L A Ru� Vv Willy A. B rmello Member (CORPORATE SEAL) q 0 32 TO: The Honorable Mayor and DATE: October 31, 2001 Members of the City Commission SUBJECT: Resolution - Authorizing the City Manager to Execute an Agreement between Raceworks LLC, City of Miami and Bayfront Park Management Trust for Race/Motorsports Events in Bayfront Park and Downtown Miami. FROM: Jay C. Constantz Executive Director RECOMMENDATION It is respectfully requested that the Miami City Commission adopt the attached Resolution authorizing the City Manager to execute an Agreement, in the attached form, between Raceworks, LLC ("Licensee"), City of Miami and Bayfront Park Management Trust ("Trust") for race/motorsports events at Bayfront Park and Downtown Miami, for an initial period of fifteen years, with the option of extending the term of agreement for a period of ten years, provided Licensee gives the City and. the Trust written notice of its intention to exercise its option at least sixty days prior to the expiration of the Agreement, in accordance with other terms and conditions set forth in the Agreement, subject to the lease between the City of Miami and the United States of America, dated August 8, 1990. BACKGROUND The Miami City Commission at its August 9, 2001, meeting adopted a resolution authorizing the City Manager to execute an agreement in substantially the attached form, between Raceworks, LLC ("Licensee"), City of Miami and Bayfront Park Management Trust ("Trust") for race/motorsports events at Bayfront Park and Downtown Miami, for an initial period of fifteen years, with the option of extending the term of agreement for a period of ten years, provided Licensee gives the City and the Trust written notice of its intention to exercise its option at least sixty days prior to the expiration of the Agreement, in accordance with other terms and conditions set forth in the Agreement, subject to the lease between the City of Miami and the United States of America, dated August 8, 1990, and subject to the approval of the District Engineer of the United States, Department of the Army, prior to the City of Miami executing this Agreement. Subsequent to the August 9, 2001, commission meeting, the agreement received approval by the United States of America, U.S. Army Corps of Engineers. The agreement has since been finalized and is attached hereto. The Bayfront Park Management Trust and the Executive Director of the Bayfront Park Management Trust recommend that the resolution be adopted. Page 1 of 1