HomeMy WebLinkAboutR-01-1280RESOLUTION NO.
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE
REVOCABLE LICENSE AGREEMENT, IN SUBSTANTIALLY
THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI,
BAYFRONT PARK MANAGEMENT TRUST AND RACEWORKS,
LLC ("LICENSEE") TO PROVIDE FOR THE LICENSEE
TO MAKE ADDITIONAL IMPROVEMENTS FOR THE
INITIAL RACE/MOTORSPORTS EVENT AND TO ALLOW
THE LICENSEE, AT ITS OWN COST, TO INITIATE
AND COMPLETE THESE INITIAL IMPROVEMENTS TO
THE RACECOURSE.
WHEREAS, Resolution No. 01-1229, adopted November 15, 2001,
authorized the City Manager to enter into a revocable license
agreement with the Bayfront Park Management Trust ("Trust") and
Raceworks, LLC ("Licensee"), for race/motorsports events at
Bayfront Park and downtown Miami; and
WHEREAS, in the agreement, the City Commission approved the
City initiating and completing initial improvements ("Initial
Improvements") to the racecourse and Licensee's funding of said
improvements; and
WHEREAS, the agreement provides that the Licensee shall not
make any modifications or improvements to the property governed
by the revocable license without prior approval from the City and
the Trust; and
CITY Covwsslox
MEETTNC OF
DEC 1 1 x'0(111
Resolution No.
WHEREAS, the Licensee has proposed that it initiate and
complete the Initial Improvements so that the initial
race/motorsports event can occur as scheduled; and
WHEREAS, the Licensee has also proposed additional
improvements to Bayfront Park and the race course for the initial
race/motorsports event; and
WHEREAS, on October 23, 2001, the Trust adopted Resolution
No. 01-061, approving, in principle, the additional modifications
that were requested by Licensee; and
WHEREAS, the terms and conditions of the agreement between
the City, Trust and Licensee are specifically set forth in the
attached agreement and amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. The City Manager is authorized!-� to execute
Amendment No. 1 to the agreement, in substantially the attached
form, with Licensee to provide for the Licensee, at its own cost,
i/ 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
to initiate and complete the Initial Improvements and the
additional modifications to the racecourse for the initial
race/motorsports event.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature by the Mayor./
PASSED AND ADOPTED this 11th day of December 2001.
Mr EL A. DIAZ, MAYO
CITY CLE
APPRO3AV1
W5802:ENW:LB
AND CORRECTNESS
z� 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
Y:��
AMENDMENT NO. 1 TO REVOCABLE LICENSE AGREEMENT
THIS AMENDMENT (hereinafter referred to as "Amendment") to the Revocable
License Agreement (hereinafter referred to as "Agreement") made as of this day of
'2001, by and between Raceworks, LLC, a limited liability
corporation organized and existing under the laws of the State of Delaware and licensed
as a foreign corporation in the State of Florida (hereinafter referred to as "Licensee"), the
CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to
as the "City"), and Bayfront Park Management Trust, a limited agency and
instrumentality of the City of Miami (hereinafter referred to as "Trust").
WITNESSETH:
On October 23, 2001, the parties hereto entered into the Agreement for Licensee
to promote and stage Raceworks Events on Public Property.
The City, Trust and Licensee desire to amend the Agreement so that the Licensee
shall have the responsibility for making the Initial Improvements, to provide for
additional improvements, modify the Mitigation Plan and modify the Tree Disposition
Plan.
In consideration of ten dollars ($10.00) paid by Licensee to City and Trust and for
other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. Amendment to Agreement. The Agreement is hereby amended in the
following respects:
A. Provision 12 entitled "Initial Improvements to the Race Course" is amended to
authorize the Licensee to be the party responsible to make the necessary Initial
Improvements to the Public Property. This provision is hereby amended by deleting it in
its entirety and inserting the following in lieu thereof:
"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 Licensee will make the necessary Initial
Improvements to the Public Property. 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 may 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. The City makes no representation to the Licensee concerning such approval.
The Licensee shall take the steps necessary to obtain the requisite approval and/or
permits to make said Initial Improvements. The Licensee 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."
B. Provision 13 entitled "Payment_ of the Costs of the Initial Improvements°' is
amended to reflect that at the time of this Amendment, it is the Licensee's intent to do the
Initial Improvements. This provision is hereby amended by .deleting the provision in its
entirety and inserting the following in lieu thereof:
"Licensee shall pay for the Initial Improvements, which shall be constructed by
the Licensee in phases ("Phases") to be determined by the Licensee in its sole discretion.
Prior to the commencement of the Initial Improvements, Licensee shall execute, deliver
to the City Manager, or designee, and record in the public records of Miami -Dade
County, a payment and performance bond with a surety insurer authorized to do business
in this state as surety. The bond, which shall be in the full amount of the costs of each
phase of the Initial Improvements, must state on its front page: the name, principal
business address, and phone number of the contractor, the surety, the owner of the
property being improved, and, if different from the owner, the contracting public entity;
the contract number assigned by the contracting public entity, if any; and a description of
the project sufficient to identify it, such as a legal description or the street address of the
property being improved, and a general description of the improvement. Such bond shall
be conditioned upon the contractor's performance of the construction work in the time
and manner prescribed in the contract and promptly making payments to all persons who
furnish labor, services, or materials for the prosecution of the work provided for in the
contract. The Licensee shall provide the City Manager, or designee, with a copy of its
agreement with its contractor. No claim against the bond or action against the contractor
shall involve the City or Trust in any expense. The requirements of this paragraph shall
be in compliance with the provisions of Fla. Stat. § 255.05 (2001). "
C. In addition, the following language is inserted as provision 13.5:
13.5- Mechanics' Liens, The Licensee shall not knowingly suffer or permit any
mechanics liens to be filed against the title to the Public Property by reason of work,
labor, services or materials supplied to the Licensee or anyone having a right to
possession of the Public Property as a result of an agreement with or without the consent
of the Licensee. Nothing in this Agreement shall be construed as constituting the consent
or request of the City or the Trust, expressed or implied, by inference or otherwise, to any
contractor, subcontractor, laborer or materialman for the performance of any labor or the
furnishing of any materials, for any specific work on the Public Property nor as giving the
2 %��
Licensee the right, power or City or the Trust to contract for or permit the rendering of
any services or the furnishing of any materials that would give rise to the filing of any
mechanics liens against the City or the Trust's interest in the Public Property if any
mechanics lien shall at any time be filed against the Public Property, the Licensee shall
cause it to be discharged of record within thirty (30) days after the date that it has notice
of its filing. The Licensee shall not be required to pay or discharge any mechanics' lien
within the thirty (30) day period, so long as the Licensee shall in good faith proceed to
contest the lien by appropriate proceedings. It shall furnish reasonably satisfactory
evidence that funds are or will be available to pay the amount of the contested lien claim
with all interest on it and costs and expenses, including reasonable attorneys' fees to be
incurred in connection with it. If Licensee does not 1) cause a mechanics lien to be
discharged of record within thirty (30) days after the date the Licensee has notice of the
filing of a lien or 2) Licensee does not in good faith proceed to contest the lien by
appropriate proceedings within the thirty (30) day period, then Licensee shall be in
default of the Agreement."
R Provision 18 entitled "Licenses, Authorizations and Permits" is amended by
deleting in its entirety the first sentence of the second paragraph and inserting the
following language in lieu thereof:
"The Licensee shall obtain licenses, authorizations and permits from the
applicable county, state and federal agencies for Initial or Subsequent Improvements ,
modifications and maintenance that it shall perform on the Public Property. Licensee
shall pay for such costs. Additionally, 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 addition, the remaining language after the first sentence in the second
paragraph is turned into a new paragraph in this provision.
E. Provision 23 entitled "Risk of Loss" is amended by deleting the first sentence in
its entirety and inserting the following in lieu thereof:
"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 while making Initial or Subsequent Improvements
or during Use Period."
F. Provision 34 entitled "Compliance With Laws" is amended by deleting the first
sentence in its entirety and inserting the following in lieu thereof:
"Licensee and/or its authorized agents agree to comply with applicable laws,
codes (including, but not limited to, the South Florida Building Code as it may be
amended), ordinances and regulations enacted or promulgated by federal, state, county,
and City government including the provisions of the Charter and Code of the City.
).1-1280
G. Provision 38 entitled "Insurance" is amended by deleting it in Its ehtirety ari&the
following language is inserted talieu thereof.
"For:Raceworks Events, Licensee shall obtain a policy of public ,liabilityand
property damage insurance, in a form acceptable to the 'City's Rise Management
Administrator, protecting the City and the Trust, and their 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' during the Raceworks
Events_. Licensee agrees to provide such liability policy in comprehensive form,
including pollution liability coverage and products and completed operations; coverage, in
a farm :acceptable to the City's Risk Management Administrator, it the . amount of not
less ;than S'2'0'.million dollars ;combined single limits for bodily injury and property
damage aunt Workers Compensation insurance for its employees and. contractors
performing any work during Raceworks Events. The City and Trust shall �be named
'insureds under these policies and name AT&T, or any other subsequent sponsor(s) of the
Park, and the United States Army Corps of Engineers as additional insureds.
For all other times of the Use Period, Licensee shall obtain a policy of public
liability and property damage insurance, in a form acceptable to the City's Risk
Management Administrator, protecting the City and the Trust, and their 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 during all other
times of the Use Period. Licensee agrees to provide a liability policy in comprehensive
form, including pollution liability coverage products and completed operations coverage,
in a form acceptable to the City's Risk Management Administrator with combined single
limits for bodily injury and property damage and Workers Compensation insurance for its
employees and contractors performing any work during this period. The City and Trust
shall be named insureds under these policies and name AT&T, or any other subsequent
sponsor(s) of the Park, and the United States Army Corps of Engineers as additional
insureds. The limits of such coverage shall be an amount acceptable to the Risk
Management Administrator, within his/her reasonable discretion.
For any Initial or Subsequent Improvements made by the Licensee, Licensee
agrees to provide evidence of the General Contractor's general liability and Workers
Compensation insurance with combined single limits for bodily injury and property
damage. The, limits of such coverage shall be an amount acceptable to the 'Risk
Management Administrator, within his/her reasonable discretion. The City, Trust and the
United States Army Corps of Engineers shall be named as insureds of policies."
H. Provision 39 entitled "Risk Review" is amended by deleting it in' its entirety and
the following language is inserted in lieu thereof:
"A copy of the insurance policies covering any Initial or Subsequent Improvements
made by the Licensee shall be filed with the City's Risk Management Division not less
4 -� 1280
==,',busi=n,,Prior to the Licensee commencing any Irixttal Of Subsequent
sty
(3 0) days thereafter, LicenS"ee shall subrxtit tQ the City's
Risk,':',management Administrator copies of the policies described iti�` 116 paragraph for
his/her approval, which shall not be unreasonably withheld.
A copy of the insurance policies evidencing coverage for Raceworks Events and other
insurance required during a Use Period shall be filed with the City's Risk Management
Division not less than thirty (30) days prior to the commencement of any Use Period.
All policies required under this agreement shall provide that such insurance coverage
will not be cancelled or modified without at least thirty (30) days prior written notice to
the City or Trust. At least thirty (30) days prior to the expiration of any such policy a
rehewal .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 SW
2 4 Avenue,, 9`h Floor; Miami, FL 33130."
The City reserves the right to periodically review the sufficiency of any insurance
policy required under this agreement and to request Licensee to change the insurance
coverage of any such policy.. 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
I. Provision 56 entitled "Restoration of Public Property' is amended by substituting
the number 13 with the number 14 at the end of the next to last sentence in the first
paragraph.
J. Exhibit "D" (Modifications) is amended by deleting the course layout labeled "C-
1" at the bottom right hand corner and supplementing it with Exhibit "1," the new course
layout attached hereto and incorporated as part of the Agreement. The last page of
Exhibit "D" is supplemented with Exhibit "2," the Engineering Narrative Supplement,
attached hereto and incorporated as part of the Agreement as Exhibit "2."
K. Exhibit "h"° (Mitigation Plan) is amended by deleting the first page of the Site
Impact Assessment and Mitigation Plan and inserting a new first page as Exhibit "3,"
attached hereto and incorporated as part of the Agreement. It describes the relocation of
sixteen (16) additional trees within Bayfront Park along Biscayne Boulevard.
L. Exhibit "G" Tree Disposition Plan is amended by deleting two pages labeled M-
1 and M-5 in the bottom right hand corner and inserting Exhibit "4," which consists of
two new M-1 and M-5 pages and adds two additional pages labeled M-6 and M-7
thereafter, attached hereto and incorporated as part of the Agreement as a composite
Exhibit "4." These exhibits describe the relocation of sixteen (16) additional trees within
Bayfront Park along Biscayne Boulevard.
#1 1280
•
•
2. Effect of this Amendment. All remaining terms of the Agreement, not
specifically amended herein , shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers and hereunto duly authorized as
of the date first above written.
ATTEST:
RACEWORKS, LLC, a
Delaware corporation.
Print Name
Peter J. Yanowitch
President
ATTEST:
CITY OF MIAMI,
a municipal corporation of the
State of Florida
Walter Foeman
Carlos A. Gimenez
City Clerk
City Manager
WITNESS
APPROVED AS TO INSURANCE
REQUIREMENTS:
BAYFRONT PARK MANAGEMENT
TRUST, a limited agency and
instrumentality of the City of Miami
Jay C. Constantz
Executive Director
APPROVED AS TO FORM AND
CORRECTNESS
Mario Soldevilla Alejandro Vilarello
Risk Management Administrator City Attorney
t111-1280
INIII'li'l
Exhibit "2"
(Engineering Narrative Supplement)
-1280
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.
Location T:
• Relocate 9 royal palm trees. (Location to be determined.)
Location U:
• Relocate 7 royal palm trees. (Location to be determined.)
EXHIBIT "2"
'A-1280
Exhibit "3"
(First Page of the Site Impact Assessment and Mitigation Plan)
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 Chapin 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.
I. 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 impacted by the
racecourse.
• Chopin Plaza- 8 palms will be impacted by the racecourse.
• Bayfront Park- 500 existing trees and palms, approximately 4% (4.2%) or a total of
21 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
EXHIBIT "3"
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BEAMELLO•AJAMIL
& VARTNERS•INC
AMERICAN LEMANS
SERIES COURSE
EXHIBIT "415
EXISTING TREE
DISPOSITION PLAN
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BERMELLO•AJANJ
& PARTNERS•INC
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Iii mim"�m ru��� ¢ems.
AMERICAN LEMAHS
SERIES COURSE
1X1STING TREE
11SPOSFTION TABLE
13 TRANSPLANT (5) ROYAL PALMS
13A, 13B, 13C, 130, & 13E
14 TRANSPLANT (4) ROYAL PALMS
14A, 148, 14C & 14D
C
9ERMELLO•AJAMIL
& PARTNER$ -INC
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mm � o-n+en on..
oA�
AMERICAN LEMANS
SERIES COURSE
EXISTING
VEGETATION
C
RESOLUTION
WHEREAS, Raceworks LLC desires to enter into the attached amendment to the
agreement with the City of Miami and Bayfront Park Management Trust for the
licensing of motor sports race events; 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
an Amendment, in the name and on behalf of Raceworks LLC, with the City of Miami
upon the terms contained in the proposed amendment to which this resolution is attached.
Dated this z 9 day of��001.
�ve'7z3z/
Willy A. B ello
Member
(CORPORATE SEAL)
i 0
TO: The Honorable Mayor and DATE: December 3, 2001
Members of the City Commission
SUBJECT: Resolution —
Authorizing the City
Manager to Execute an
Amendment to the
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 Amendment to the 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. The City Manager is authorized to execute Amendment No. 1 to the
agreement with Licensee to provide for the Licensee, at its own cost, to initiate and complete the
Initial Improvements and the additional modifications to the racecourse for the initial
race/motorsports event, as well as amending the mitigation and tree disposition plan, and requiring
the Licensee to provide additional insurance and performance bonds.
BACKGROUND
The Miami City Commission at its August 9, 2001, meeting adopted a resolution authorizing the
City Manager to execute an agreement 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
Page 1 of 2
0.9-.1280
approval of the District Engineer of the United States, Department of the Army, prior to the City of
Miami executing this Agreement. Subsequent to City Commission approval it was decided that to
expedite the construction process Raceworks, LLC would undertake the race course construction and
there were additional modifications to Bayfront Park. The Bayfront Park Management Trust and the
Executive Director of the Bayfront Park Management Trust recommend that the resolution be
adopted.
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