HomeMy WebLinkAboutR-85-0931J-85-824
9/10/85
RESOLUTION NO.
A RESOLUTION AUTHORIZING THP CITY MANAGER TO
EXECUTE AN AMENDED AND RESTATED GRAND PRTX
AGREEMENT IN SIIRSTANTTALLY THE FORM ATTACHED
HERETO BETWEEN THE CT'PY AND MIAMI
MOTORSPORTS, INC., TO PFRMIT THE FnI,LOWING:
(A) RELOCATTON OF 'PHE RACE CTRCIJTT FROM
LAAYFRONT PARK TO BrCENTI NNTAL PARK, TN A
MANNER CnMPA'PIF3LE WITK AND S11B,JF,C'r TO THE
RIGHTS OF MIAMI DADE COMMUNITY COLLEGE, THE
FUTURE DFVFLOPMRN'P AND USE OF THE F.E.C.
PROPERTY BY THE CITY AND PI1E FUTURE
DEVELOPMENT AND USE OF THE F.E.C. PROPERTY BY
THE ADMIRALS OF THE FLEET OF FLORIDA;
FURTHER; (B) PROVIDING FOR THE CITY TO
ADVANCE FUNDS TO MIAMI MOTORSPORTS, INC. FOR
THE DESIGN AND CONSTRUCTION OF THE PROPOSED
RACE CIRCUET IN AN AMOUNT NOT TO EXCEED
$600,000, THE CITY TO BE REIMBURSED FOR SUCH
EXPENSE BY MIAMI MOTORSPOR'PS, INC. AT THE,
RATE OF TWENTY FIVE THOUSAND ($25,000) PER
YEAR FOR 10 YEARS: (C) PERMISSION FOR MIAMI
MOTORSPORTS, INC. TO USE THE CORNER
RESTAURANT FACILITY LOCATED IN THE SOUTHEAST
CORNER OF BTCENTENNIAf, PARK DURING THE
S'PAGING OF THE RACES)- (0) PROVISION FOR AN
ADDITIONAL WEEKEND FOR THE STAGING OF THE
GRAND PRIX RACE EVENT; (E) SUBSTITUTION OF AN
EXHIBIT CONTAINING APPROVED OPERATIONAL
EXPENSES; AND, (F) ADJUSTMENT OF SCHEDULE;
REQUIREMENTS; AND FURTHER, RE;pUESTING THAT
THE DEPARTMENT OF OFF STREET PARKING (DOSP)
NOT IMPOSE ANY PARKING FEES OR CHARGES IN
CONNECTION WITH THE, USE OF MUNICIPAL LOT 424
(INTERIM PARKING LOT ON F.E.C. PROPERTY)
DURING A REAS014ABLE PERIOD BEFORE, AFTER AND
DURING THE EVENT.
WHEREAS, the herein proposed agreement amending and
restating the original License Agreement between the City and
Miami MotorSports, Inc. executed on June 14, 1982, and the
Amended Agreement between the City and Miami MotorSports, Inc.
executed on December 31, 1984, contains, among other provisions,
the City Commission's directions and guidance as set forth in
Resolution No. 85-801 and Resolution No. 85-802, both of which
were adopted on July 25, 1985.
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NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section
1. The
City Manager
is hereby
authorized
to
execute the
Amended
and Restated
Grand Prix
Agreement
in
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substantially the form attached hereto, to permit the following:
(a) relocation of. the Race Circuit from Bayfront Park to
Bicentennial Park, in a manner compatible with and subject to the
rights of Miami Dade Community College, th? future development
and use of the F.F.C. Property by the City and the future
development and use of. the F.F.C. property by The Admirals of The
Fleet of Florida; (b) providing for the City to advance funds to
Miami MotorSports, Tnc. for the design and construction of the
proposed Race Circuit in an amount not to exceed $600,000, the
City to be reimbursed for such expense by Miami MotorSports, Tnc.
at the rate of Twenty -Five Thousand ($25,000) per year for 10
years; (c) permission for Miami MotorSports, Inc. to use the
corner restaurant facility located in the southeast_ corner. of
Bicentennial Park during the staging of the Race(s);
(d) provision for an additional weekend for the staging of the
Grand Prix Race Event; (e) substitution of an exhibit containing
approved operational expenses; and, (f) adjustment of schedule
requirements
Section 2. The Department of. Off Street Parking (DOSP)
is hereby requested not to impose any parking fees or charges in
connection with the use of municipal Lot #24 (interim parking lot
on F.E.C. Property) during a reasonable period before, after and
during the event.
/--�SSED AND ADOPTED this 12th day of SEPTEMBER 1985.
AT(2����� MAURICE A. FERRE
MAURICE A. FERRE, Mayor
MATTY HIRAI
City Clerk
PREPARED AND APPROVED BY:
G. MIRIAM MAER
Assistant torney
APPROV50 RM AND CORRECTNESS:
LUCIA A. DOUGHE
City Attorney
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85-931L
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RESTATED GRAND PRIX AGREEMENT
This Restated Agreement dated September 1985, by and
between the CITY OF MIAMI, a municipal corporation of the State
of Florida, having an address c/o City Manager's Office, City
Hall, 3500 Pan American Drive, Miami, Florida 33133 ("CITY"), and
MIAMI MOTORSPORTS, INC.; a corporation organized and existing
under the laws of the State of. Florida having an address at 7254
Southwest 48 Street, Miami, Florida 33155 ("LICENSEE").
WITNESSETH:
WHEREAS, LICENSEE and CITY entered into an Agreement dated
June 14, 1982 ("the Original License") under which CITY granted
LICENSEE a license to use a portion of Bayfront Park and adjacent
roadways and land owned by the CITY for the staging of grand prix
Race Events (hereafter defined) subject to certain terms and
conditions; and
WHEREAS, the staging of Race Events provides favorahlP
nationwiAe and worldwide publicity and advertising of the
ads; antagas and opportunities available within the CITY an,i
attracts thousands of individuals as participants and spectators,
thus causing a significant beneficial impact on the economy of
the CITY; and
? WHF REAS , the staq inq of the Race Events by Licenser? ha:.
�nhanc?d the CITY's im.3ge and will continue to draw attention r_,)
the :TTY's downtown and waterfront improvements! and
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85-931.
WHEREAS, in January, 1985, the CITY and Bayside Center
Limited Partnership ("Bayside") entered into a lease agreement
( as amended and restated the "Retail Lease") for the development
of a waterfront specialty center ("Bayside Specialty Center"),
and a lease agreement (as amended the "Parking Garage Lease") for
the development of parking facilities ("Parking Garage") on a
portion of Bayfront Park which constitutes a portion of the
property for which the license was granted to LICENSEE under the
Original License and in December, 1984, the City of Miami
Department of Off -Street Parking and Bayside entered into a
Management Agreement ("Management Agreement"); and
WHEREAS, LICENSEE and CITY entered into an Amendment to
Agreement ("the Amendment") dated December 31, 1984 under which
CITY and LICENSEE amended the Original License to set forth their
understanding, rights and obligations with respect to staging of
the grand Prix racing events on or near the Bayside Specialty
Center and the Parking Garage; and
WHFRFAS, the CITY, BAYSIDE and LICENSEE entered into a
Suppl,-�mental Agreement ("Suppl-ment,il Agreement") dated
Januar.v 14, 1985 which sets forth the understandings, rights in;l
obligations of the parties thereto with respect to the staging of
the race within Bayfrcnt Park adjacent to and within the premiso�,
leased to 9avSide under the Retail Lease and the Parking Garage
i
Lust?! ani
1iER."Aq, the CITY has commenced construction of certain
improvement3 to a p,)rtion of Rayf.rint Park pursuant to the
Sayfront P.-irk Redevelopment Proiectr and
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85-931
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WHEREAS, CITY and LICENSEE recognize that the construction
and operation of the Sayside Specialty Center and Parking Garage
and the construction of the Bayfront Park Redevelopment Proiect
will have a definite impact on the staging of the Race Events!
and
WHEREAS, the City Commissi,:_-: pursuant to a request from
Licensee, adopted Resolution No. 85-802 approving the relocation
of the race circuit from Bayfront Park to Bicentennial Park and
authorizing the City Manager to advance funds to Licensee to pay
for the design and construction of the race circuit in
Bicentennial Park; and
WHEREAS, CITY and LICENSEE desire to amend and modify the
Original License and the Amendment to Agreement with respect to
relocating the race course from Bayfront Park to Bicentennial
Park and to incorporate and reduce the totality of the
understandings, rights and obligations between the parties in
this Agreement
NOW THEREFORE, for Ten Dollars ($10.00) and other good and
valuahle cansid eration, receipt and adequacy of which is hereby
acknowledged, the parties agree as Follows:
1. The foregoing recitals are true and correct and ara
mane a part of this Agreement.
2. CITY and LICENSEE dpsLr? to amend and modify and set
t
forth in th i a Agreement tha rights, obligation.,; and conditions
contained in th? Or i,j in al. License and in the Amendment.
3. The parties recognize that LICENSEE presently has a
r ignt, pursuant to the Original License and the Amendment, and
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85-931
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subject to the limitations and requirements set forth in the
Supplemental Agreement, to use a portion of Bayfront Park and
adjacent roadways and other land owned by the CTTY to staqe auto
racing events sanctioned by the International M�-)torSports
Association (IMSA), Formula t Championship Grand Prix (FIA),
Championship Automobile Racing Team (CART) and/or Sports Car Club
of America (SCCA) (hereinbefore and hereinafter "Race Events")
pursuant to certain terms and conditions, for one weekend each
year during the term of the license, Lutject to the riqhts of.
Bayside under the Retail Lease, Parking Garage Lease, Management
Agreement and the Supplemental Agreement. Furthermore, the
'parties agree that LICENSEE has requested a relocation of the
race course from Bayfront Park to City -owned Bicentennial Park
.and the CITY's FEC property located to the south of Bicentennial
Park on the north side of Port Boulevard (hereinafter the "FEC
Property") and the right_ to stage auto racing events for an
additional weekend.
4. CTTY hereby grants to LTCFNSEE the license and
privilege, .subject_ to existinq zoning and other governmental
restrictions, t) conduct the Race Events on certain City property
and public rights of way under CITY authority situated within the
racing circuits as shown on the drawing attached hereto marked
j
Exhibit "A",f subi?ct to the rights of Miami -Dade Community
nlle A i t•) tiger Bicentennial Park and to) trie r
�• _ fights of the
Admirals -)f the Fleet of Florida to use the FEC Property .as set
rtn in Resolutions zios. 85-802 and 84-805, respectively;
prDvided, however_, that in th-a event the CITY proposes
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1.y
construction or development or a proposed use on the FEC Property
which is inconsistent with the race circuit, the City Manager, at
the time of construction or development or of the proposed use of
the property, has the authority to require the staging of the
race to be off the FEC Property. CITY further grants to Licensee
the right to stage the Race Events during two consecutive
weekends, subject to the approval requirement set forth herein.
/\Licensee shall have the exclusive right to limit access to the
/ `Race Event area, provide for race track, viewing and pit areas,
charge admission fees to persons in the race event area, and
operate concessions except as herein provided. The rights
granted in this Paragraph number 4 are subject to the rights of
Bayside as set forth in the Retail Lease, Parking Garage Lease,
Management Agreement and Supplemental_Agreement.
5(a). The parties hereto recognize that LICENSEE may
wish to lengthen the race course to obtain international
sanctions. Should LICENSEE request such expansion of the race =
circuit_, the Race Event shall be held,�on aLcircuit to be mutually,
agreed upon between CITY and LICENSEE (hereinafter "Alternate
Circuit") subject to the requirements set forth in paragraphs 4
and 5(b) of this Agreement. The property within the A1ter.natA
Circuit would include Bicentennial p.3rk and the FEC Property and _
would run in a southerly direction on Biscayne Boulevard�1
1
5(b). It is understood that, in the event LTCENSPE
receives per.nission from CITY to use the Alternate Circuit,
LICENSEF, must obtain prier appro•1a1. and consent of Rayside in
order to use the Parking Garage. LICENSEE acknowledges that any
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right it may now have as to the dates of staging of. the Race
Event, the number of Race Events each year and the rights to use
the Alternative Circuit and said Parking Garage is subject to
those conditions and limitations set forth in the Supplemental
Agreement_ LICENSEE agrees that the prior written approval and
consent of Bayside is necessarYAas -to any__matters__ov_er which _
Bayside has approval and consent rights before a Race Event may
be conducted on the Alternate Circuit.
5(c). CITY agrees that LICENSEE shall have the exclusive
right to use the restaurant facility located in the southeast
corner of Bicentennial ?ark during the staqing of the, Race
Events, provided, however, that LICENSEE shall negotiate on a
reasonable commercial basis for the use thereof with the lessee
or proprietor of such facility, or with the CITY in the event the
restaurant facility is not under a lease or management agreement
at the time of the staging of the Race Events.
6. Tt is understood that the LICENSEE agrees to make
separate arrangements with any entities having a legal interest
in the -areas located within the racing circuits contemplated by
this Agreement, includinq but not limited to appropriate county,
state and federal authorities for use of public rights-of-wav not
owned by the CITY, and further agrees to provide a not less than
six-foot wid,? area for pedestrian access along all puhlic
aidewalxs adic)ining private businesses included within the
bound-iri?a of. the racing circuit.
7. Should -any chanyr�s be required in Dither racing
circuit, LICENSEE shall present such changes to City Manager for
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approval. to addition, should LICENSEE require any design
changes in required improvements, such changes shall be presented
to the Director of Public Works of the CITY for approval.
8. The parties intend that this document shall be a
license and privilege and that no leasehold or other interest in
land is conferred upon the Licensee.
9. The LICENSEE agrees it shall be solely responsible for
the staging of the automobile race on city -owned property and
public rights of way and shall obtain all necessary clearances,
permits, and permissions and shall bear all costs and expenses
incurred in obtaining said authorizations.
10. The CITY will not authorize automobile racing events
along these same racing circuits for a period of. sixty (60) days
before and sixty (60) days after the holding of each Race Event.
11. This license shall authorize the LICENSEE to operate,
or give other concessionaires license to operate all concessions
(except as herein provided), merchandisinq articles which shall
include but not be limited to food, beverages (including beer and
wine) , subiect to aopl icahle law, and Souvenirs. This right is
sibiect to any outtitan,iinq concession agreements presently
existing on Bicentennial Park and the FEC Property and the terms
and provisions of the Supplemental Agreement and the Retail
Lease. T,ICENSF.E i; further recognized to have exclusive
ownership an:l use rights to the "Miami Grand Prix" and "k-,r.an3
Prix of Miami" name. The CITY further understands and agrQa
that the LICENSEE will hava the privilege to obtain television
broadcasting rights for the racing events contemplated by this
Agreement. - 7-
8S-931
approval. to addition, should LICENSEE require any design
changes in required improvements, such changes shall be presented
to the Director of Public Works of the CITY for approval.
B. The parties intend that this document shall be a
license and privilege and that no leasehold or other interest in
land is conferred upon the Licensee.
9. The LICENSEE aqrees it shall be solely responsible for
the staging of the automobile race on city -owned property and
public rights of way and shall obtain all necessary clearances,
permits, and permissions and shall bear all costs and expenses
incurred in obtaining said authorizations.
10. The CITY will not authorize automobile racing events
along these same racing circuits for a period of. sixty (60) days
before and sixty (60) days after the holding of each Race Event.
11. This license shall authorize the LICENSEE to operate,
or give other concessionaires license to operate all concessions
(except as herein provided), merchandisinq articles which shall
include but not be limited to food, beverages (including beer and
wine), subiect to applicable law, and Souvenirs. This right is
sublect to any outs tan,iinq concession agreements presently
existing on Bicentennial Park and the FEC Property and the terms
and provisions of the Supplemental Agreement and the Retail
Lease, r,ICENSFE i; further recognized to have exclusive
ownership and us? rights t-o the "Miami Grand Prix" and "kirdrld
Prix of Miami" name. The CITY further understands and
that the LICENSEE will have the privilege to obtain television
broadcasting rights f-nr the racing events contemplated by this
Agreement. -7-
85-931
12. This concession privilege shall include days during
the set—up prior to the Race Events and the dismantle time, not
to exceed 7hdays, immediately following the Race Events, for each
of the two weekends covered by this Agreement.
13. The parties hereto recognize that the construction and
operation of the Bayside Specialty Center in the adjacent
Bayfront Park will cause an adverse impact on LICENSEE in terms
of its exclusive concessionaire rights and the availability of
open space for use by LICENSEE for viewing and pit areas and
concession areas. To compensate LICENSEE for such impact, the
CITY has paid to LICENSEE, pursuant to the terms of the
Amendment, and LICENSEE acknowledges the receipt tiiereof, the sum
of S650,000 as an Impact Fee andA Option Exercise Fee and hereby
agrees to pay to LICENSEE an additional amount of $200,000
(hereinafter "Impact Fee") per year, which includes the Impact
Poe and Option Exercise Fee described in the Amended Agreement,
for each year of the remaining term of the Agreement, said sum to
be paid upon the approval by the City Manager of the schedule
required pursuant to Paragraph 38oF_ this Aqreement.
14. 7n no event shall CITY be required to pay the Tmpact
Fee or any sums otherwise due hereunder in any year LICENSEE
fails to stage a race. LICENSEE aqrees to stage a Race Event no
less than once each year in years 1986 and 1997 and that its
fail -ire to do so shall constitute a deFault under this Aqreement.
15. to recognition of the City's attempts to lessen
p t-?ntial adverse impacts of the Rayside Specialty Center. and
BavF_ont Park Redevelopment Proiect on the stagin? of the Race
F
Events, LICENSEE agrees to allow the CITY, with no money to be
paid by CITY to LICENSEE, and at no expense to LICENSEE, to
conduct a concert or similar activity in the Bayf.ront Park and
Bicentennial Park each year on one night of each weekend of the
two weekends included within the license, all proceeds of which
shall go to the CITY so long as the activity will not in the
opinion of the CITY, have an unreasonable impact on the staging
of the Race Events.
16. CITY shall advance funds to LICENSEE in an amount not
to exceed $600,000 for the cost of the design and construction of
the race course to be built in Bicentennial Park and the FFC
Property as shown on Exhibit A, upon receipt of invoices for
payment, provided that the City Manager shall review and approve
the proposed construction contracts prior to commencement of
construction. A
17. LICENSEE shall reimburse CITY for its expenditures for
the design and construction of the race circuit at the rate of.
S25,000 per yp_ar for each yeathe Agreement is in effect, not r_•�
I
?xceed $250,000. The difference is acknowledged to he the
Savings that the City will have for not having to do certain
construction contemplatp(i in the Supplemental Agreement.
18. Tt is agre,�d that the CITY take into account these
racing e•7knnt, .as cast of the deliberative process when
c�)nsiderinq n1 anq For dev�-lopment within the Ricentennial park.
19. As consideration for. th;� ,t.a(iing of the racing events,
' and for th? provision at (.TTY's ex(pena", of City personnel and
City services, which services shalt include but not be limited to
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emergency,
police, fire,
public works, parks,
building,
trehicle
maintenance
and sanitation
services, which the
CITY hereby
agrees
to provide, the LICENSEE does hereby covenant and agree to pay to
the CITY a percentage of the net profits derived from said event
as specified below:
From $0 - to $1,000,000 - 12.5% of net profit
From $1,000,000 to $1,500,000 - 15% of net profit
From $1,500,000 - 17.5% of net profit
The above net profit shall include income from beer sales
which shall no longer be subject to the percentage payments to
the CITY set forth in City Commission Motion No. 82-630, of
July 22, 1982.�
20. The term of this Agreement shall be for an initial
period of five (5) years, commencing on June 14, 1982 and
terminating on June 13, 1987, if the renewal options are not
exercised. The LICENSEE shall have the option of extending the
term of this Agreement for two (2) additional increments of Five
(5) years each (the P'extension periods") for a total of fifteen
(15) years. TE LICENSEE elects to extend the term of this
Agreement Eor the first 5-year extension period, LICENSEE shall
give the CITY written notice of its intention to exercise its
option not more than one (1) year and at least one hundred eighty
(180) days prior to the expiration of the initial term of thi.
Agreement, and if LICENSEE elects to f�xtend the term of this
Aqr?empnt for the second 5-year extension period, LICENSEE shall
givom CITY written notice of its intention not more than on? (1)
year and at least one hundred eighty (180) days prior to the
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expiration of the first 5-year extension period. The CITY and
LICENSEE recognize that three Race Events have been staged
pursuant to the Original License and Amended Agreement in the
years 1983, 1984 and 1985.
21. The CITY's percentage of net profits as described above
shall increase in all categories of the percentages in this
license in the sixth (6th) year of this license and each year
thereafter through the tenth (loth) year in the amount of two
percent (2%) per year. From the eleventh (llth) year through the
fifteenth (15th) year of this license, the CITY's percentage
levels of net profits as increased pursuant to the preceding
sentence shall remain constant. (See Exhibit "D").
22. The LICENSEE shall deliver on or before one hundred
twenty (120) days following each Race Event at the office of the
Department of Finance of the City, or at such other place as may
be designated thereafter by the City Manager, the amount of the
consideration payable to the CITY attributable to the "net
profit" derived by the LICENSEE from all income, charges, sales,
receipts, commissions paid to or received by the LICENSEE �r
ticket Sellers, including but not limited to, income from ticket
i sales, media income, sponsorships, exclusives
, s, advertising,
concessions, contributions, program sales and special events.
Along with said payment, the LICENSEE shall or.ovide a statement
i
in certiFicate form signed by a Certified Public Accountant
setting forth the amount of gross receipts and operational cnSr
and expanses which shall include all debts, obligations, cost,
,and expenses incurred by LICENSEE in preparation for and staq ii;,a
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85-931,
expiration of the first 5-year extension period. The CITY and
LICENSEE recognize that three Race Events have been staged
pursuant to the Original License and Amended Agreement in the
years 1983, 1984 and 1985.
21. The CITY's percentage of net profits as described above
shall increase in all categories of the percentages in this
license in the sixth (6th) year of this license and each year
thereafter through the tenth (loth) year in the amount of two
percent (2%) per year. From the eleventh (llth) year through the
fifteenth (15th) year of this license, the CITY's percentage
levels of net profits as increased pursuant to the preceding
sentence shall remain constant. (See Exhibit "D").
22. The LICENSEE shall deliver on or before one hundred
twenty (120) days following each Race Event at the office of the
Department of Finance of the City, or at such other place as may
be designated thereafter by the City Manager, the amount of the
consideration payable to the CITY attributable to the "net
profit" darived by the LICENSEE from all income, charges, sales,
receipts, c-)mmissions paid to or received by the LICENSEE -)r
ticx�?t seller;, including but not Limited to, income from tick-t
sales, media income, sponsorships, exclusives, advertisin,a,
concessions, contributions, program sales and special event7.
Along with said payment, the LICENSEE shall provide a statement
t
in certiFicate form signed by a Certified Public Accountant
Bettina Forth the amount of gross receipts and operational cost
and -1?xpen,3Ps which shall include all debts, obligations, cost,
,and expenses incurred by LICENSEE in preparation for and staq ir,,a
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85-931
expiration of the first 5-year extension period. The CITY and
LICENSEE recognize that three Race Events have been staged
pursuant to the Original License and Amended Agreement in the
years 1983, 1984 and 1985.
21. The CITY's percentage of net profits as described above
shall increase in all categories of the percentages in this
license in the sixth (6th) year of this license and each year
thereafter through the tenth (loth) year in the amount of two
percent (2%) per year. From the eleventh (llth) year through the
fifteenth (15th) year of this license, the CITY's percentage
levels of net profits as increased pursuant to the precedinq
sentence shall remain constant. (See Exhibit "D").
22. The LICENSEE shall deliver on or before one hundred
twenty (120) days following each Race Event at the office of the
Department of Finance of the City, or at such other place as may
be designated thereafter by the City Manager, the amount of the
consideration payable to the CITY attributable to the "net
profit" derived by the LICENSEE from all income, charges, sales,
receipr_s, cDmmissions pair] to or received by the LICENSEE �r
r_ick�t sellers, including but not limited to, income from ticker
sales, media income, sponsorships, exclusives, advert isin,i
concessions, contributions, program sales and special events.
Along with said payment, the LICENSEE shall provide a statement
in cArtiFicate form signed by a Certified Public Accountant
Bettina Forth the amount (-)E gross receipts and operational c-)st
and expen•3es which shall include atl debts, obligations, cost,
anA expenses incurred by LICENSEE in preparation for and staq in.i
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85-93 1,
of the Race Events. Specifically excluded From any operating
cost or expenses shall be any payment to stockholders, officers,
or principals of LTCENSEE for any direct or indirect
participation in enterprises in connection with the Race Events.
23. The approved operational expenses which shall be
deducted from gross receipts are limited to those depicted in
Exhibit/L
B". The gross receipts of the Race Event minus the
approved operational expenses shall be the net profit. Any
additional expenses not outlined in Exhibit"B" must be approved
by the City Manager. Operational expenses in the categories
listed in Exhibit "B" are acceptable race expenditures.
Specifically excluded from operating costs shall be corporate
taxes.
24. A complete budget, including operational expenses,
shall be submitted to and approved by the City Manager no later
than ninety (90) days before the scheduled race date yearly.
25. should LICENSEE fail to make payment of the
consideration due CTTY within one hundred twenty (120) days
F,311�wing the event, a lane payment charge of 15% of the amount
due the CITY will be assessed to the LTCENSEE.
26. LICENSEE, shall, at its sole cost and expense, apply for
all necessary national and international .sanctions to allow each
Race Event to bp qualified as an IMSA or nth?r sanctioned
3ut:)mohil-� rac,�. Copies )f such sanctions shall be forwarded t--)
the City managor upon ri-ceipt by LICEIN7SFR, but no later than
ninety (90) days before the schediilel date of the race.
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27. No later than/
(ninety (90) days prior to the staging of
(90) days
a Race Event, LICENSEE shall demonstrate sufficient financial
capability to finance the installation of the requisite street
improvements and safety devices. Such demonstration of financial
capability shall be in a form acceptable to the City Manager.
Thereafter, no later than ninety (90) days prior to the staging
of each race, LICENSEE shall submit to the CITY a financial
statement certified by a �E mptroller, which reflects sufficient
working capital to stage the forthcoming race. In the event that
the LICENSEE fails to comply with the provisions of this
paragraph, CITY shall have the right to terminate this Agreement.
28. The LICENSEE agrees to design, construct, or cause to
be constructed and install all nece-3ry street improvements and
safety devices in accordance with the plans approved by the
national ,and/or international sanctioninq bodies, which may be
necessary to create a racing circuit, together with any and all
supporting facilities. Such supnor.ting facilities include, but
are not limited to those required for medical, sanitation or
;-)ther s•?rvices the CITY may deem appropriate for events (-)f
similar type. F33throom facilities will be proviled in accordance
with IMSA or other sanctioning body standards.
29. r.,ICENSEE agrees to post, 3t least - ninety (90) days
b?forrace, an irrevocahle pArfor-nance hand or other
:iecurity in tli--, amnunt of One Hundred Thr)usand pollars ($100,000)
with CITY c,)nditioned upon the faitZFul c-)erF(3rmance of LTCFNSFR
under this ;yr�empnt. Ttze amount o` �,ai,l hond or security may be
increased as deemed necessary by the City Manager, and the form
-13- 85-9131
of the bond or security shall be subiect to approval of. the City
Attorney.
30. All#staging and construction performed under this
Agreement shall be in accordance with all applicable laws and
regulations applying thereto and, to the extent the Alternate
Circuit is used or any other race circuit is approved by the City
Manager and would adversely affect the use and enjoyment of the
S Bayside- Specialty Center or Parking Garage, the terms and
provisions of the Supplemental Agreement.
31. CITY agrees to assist in obtaining necessary permits
and authorizations from applicable government agencies to close
affected streets, alter medians, and construct pedestrian
overpasses as necessary for the staging of the Race Events.
32. In the event that the Corps of Engineers or other
county, state and federal agencies fail to give the necessary
permits to conduct the race, CITY shall not be liable for any
costs or liabilities incurred by LICENSEE or for failing to
obtain such permits. If LICENSEE fails to stage any race within
two (2) y?ara ,alter the extension of this Agreement pursuant h)
Paragraph 21 hereof, the CITY has the right to terminate this
license by gi%ring LTCENSFE written notice of CTTY's election to
terminate the Agreement at least fifteen (15) days prior to said
aate ,)F ter-ninit.ion.
33. f)por, tiie expiration of the term of this Agreement -)r
anv �xtf?nsion thereof, the imprr)vementS, devices and facilities
c,-)n,; t r. uctizA by LICENSFP,, which are permanently affixed to public
property or which shall create a hazardous condition by their
-14- 85-931
r�
removal, shall, at the City's election, become the property of
the CITY without compensation therefore. All other devices must
be removed by LICENSEE upon the expiration of the term, or any
extension thereof, of this Agreement or upon the earlier
termination thereof.
34. Should such devices as the safety barriers not be
removed in a timel and reasonable fashion, in accordance with a
schedule approved by the City Manager, or the Supplemental
Agreement, if applicable, the CITY has the right to conduct such
activity and bill LICENSEE for same.
35. LICENSEE agrees to reimburse CITY for aterials or
supplies which are required in the staging of the Race Events.
36. No later than ninety (90) days prior to the staging of
the Race Events or any other race, the LICENSEE shall notify the
CITY of exact fire, police, and sanitation requirements for the
staging of this race.
37. LICENSEE shall promptly remove all grandstands,
bleachers, safety devices and any other equipment and apparatus
utilized with regard to any event to which this Agreement -
applies, such removal to be completed within the times set Eorth
in the schedule referred to on Paraqraph 38 of this Agreement.
LICENSEE shall restore all CITY streets and facilities to the
condition stich streets .and facilities were in prior to the event.
All equipment Ind apparatus under the control or the LICENSEE and
which may be requir-:-!A for subsequent events shall be stored at
the LICENSEE's sole co.It and-?xpense. At the expiration of the
term of this Agreement, or the sooner termination her,�)f
-15- F5-93i
according to the provisions of this Agreement, LICENSEE shall, to
CITY's satisfaction, restore all premises to their oriqinal
condition, insofar as possible.
38. LICENSEE shall give CITY six (6) months prior written
notice of the date any race is to be staged. Such date is
subject to approval by the City Manager. LICENSEE shall give
CITY, at leastininety (90) days prior to the scheduled event, a
proposed schedule showing the dates for installation and removal
of grandstands, bleachers, safety devices, and any other
apparatus or equipment to be utilized in connection with the
event. Such schedule shall be subject to CITY's prior approval.
CITY shall have thirty (30) days to approve said schedule. If no
response is given in such thirty (30) day period, said schedule
shall be deemed to be approved by CITY.
39. CITY will cooperate with LICENSEE, in promoting the race
in Miami through appropriate departments or offices through their
normal operations.
40. LTCENSE,F agrees that in its operation and promotion of
the said race, that such promotion and the operations of. LICENSE!`
shall provide a quality of service commensurate with and equal
an international event of comparable nature.
41. LICENSEE, s111-311 pay, prior to delinquency, all taxes,
assessments and ether governmental charges that may be laid or.
1.3•.i3j up.-)n it:; promotion, and operations under this Agreement
thr� ��ahout the f ut l term hereof.
42. LTCF"Jq; r and conc?ssionaires shal l at al l times in the
proin-:)_ion of the events contemplated under this Agreement, an,i
-16- IQ, 5-931
their operations in regard thereto, comply with all laws,
ordinances and regulations applicable thereto, enacted or
promulgated by federal, state, city or other governmental bodies
or departments or officers thereof, including the Charter and
Code of the CITY, and directives of CITY's City Manager.
43. Under no circumstances will the CITY be liable for any
costs or exper,ses incurred by LICENSEE under this Agreement or on
behalf of the Race Events or related activities beyond that which
is specifically set forth in this Agreement. �����',.t (.
44. In the performance of this Agre meet ICENSEE and/or t•��+�� t
concessionaireG shall not discriminate against any employee or
applicant for employmen, '-ecause of sex, - , race, color,
religion, ancestry or national origin. Licensee and/or
concessionaires 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 oriqin. Such action shall
include, but not he limited to, the following: employment,
upgrading, demotion or transfer, recruitment or recruitment
advertising, IayoEf or termination, rates of pay or other forms
of. compensation.
45. CITY shall have the right at all reasonable times, se
long as it does not int?rfere with the operations of CICENSEE, to
make whate,rer inspecti,)ns CTTY deems reasonably necessary to
determine if LrCEN;R^ is comnlyinq with the terms and conditions
o° this 'ogre -anent. TJCRNSEF, ,agrees to provide CITY with
re.as:)nable access to its operations for such inspection purposes.
-17- S35-931
46. LICENSEE shall maintain appropriate records pertaining
to its business operations with regard to staging the Race Events
and other activities contemplated herein as may be reasonably
required by good accounting practices. CITY shall have the right
at all reasonable times to examine the books and records of
LICENSEE, which shall be maintained and kept by the LICENSEE.
CITY's City Manager shall have the discretion to require the
installations of any additional accounting methods as he may deem
reasonably necessary.
47. LICENSEE shall obtain at its sole cost and expense, or
cause to be obtained, and maintain in full force and effect
throughout the term hereof, all necessary and required licenses,
permits and authorizations to stage the races contemplated
herein.
48. It is contemplated by LICENSEE that there will be
events, other than the Race Events, staged by LICENSEE. Such
other events are to be categorized as "race -support events" or
"race -associated events". It is agreed that a race -support event
is an event which is required in order to stage the motor car
races contemplated herein, and is an event without which such
"motor car race cannot be held or the holdinq of such motor car -
race is substantially impaired. It is agreed that a race-
33sOclated event is an event which is held during the weak
preceding the motor car race, whether the INISA race or other Pac,?
Event, and which vent is not required in order to stage such
motor car races.
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S5-931
46. LICEN SEC shall maintain appropriate records pertaining
to its business operations with regard to staging the Race Events
and other activities contemplated herein as may be reasonably
required by good accounting practices. CITY shall have the right
at all reasonable times to examine the books and records of
LICENSEE, which shall be maintained and kept by the LICENSEE.
CITY's City Manager shall have the discretion to require the
installations of any additional accounting methods as he may deem
reasonably necessary.
47. LICENSEE shall obtain at its sole cost and expense, or
cause to be obtained, and maintain in full force and effect
throughout the term hereof, all necessary and required licenses,
permits and authorizations to stage the races contemplated
herein.
48. It is contemplated by LICENSEE that there will be
events, other than the Race Events, staged by LICENSER. Such
other events are to be categorized as "race -support events" or
"race -associated events". It is agreed that a race -support event
is an event which is required in order to staqe the motor car
races contemplated herein, and i, an event without which such
fi
motor car race cannot be held or the holdinq of such motor car
race is substantially impaired. it is agreed that a race -
associated event is an event which is held during the wepk
pr.ecedinq the motor car race, whether the IMSA race or other Rac.,?
:vent, and which --vent is not required in order to stage su(,h
motor car races.
��
85--931
49. LICENSEE shall give CITY written notice of at least six
(6) months prior to the time the Bicentennial Park and the FEC
Property are required by LICENSEE for either race -support events
or race -associated events. Such date is subject to approval by
the City Manager.
50. LICENSEE shall indemnify, hold harmless, save and
defend the CITY, its officers and employees from and against any
and all claims, liens, liability, loss or damage, including but
not limited to cost, expenses and attorney's fees caused by the
actual or claimed negligence (active or passive) of LICENSEE, its
agents, employees, contractors, concessionaires or licensees, 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 CTTY, or in any manner
attributable to any and all actions, representations, or
Performance of the provisions of this Agreement.
51. LICENSER shall further indemnify, held harmless, sav,�
and defend the CITY, its officers .and employees from and against
any and all claims , liens, liability, loss or damage, including
but not limited to cost_, expenses and attorney's fees arising out
of the CITY's statutory obligations per.taininq to deFective
conditions in the race circuit and appurtenances ther-�tc),
including Obligations and?r the Florida Statutes relating to
a d ang?rDus conlition of public property. The Foregoing shall nit
apply to claims or actions for injuries, or damage or loss caused
-19- 85-931
r
i
by the sole active negligence of the CITY, its officers or
employees, agents or contractors.
52. LICENSEE shall obtain and keep in force at all times
during the staging of the Race Events, race -support events and
race -associated events, a policy of public liability and property
damage insurance, protecting CITY, 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.
53. LICENSEE agrees to provide a liability policy in
comprehensive form in the amount of not less than twenty million
dollars ($20,000,000,00) combined single units for bodily injury
and property damage. Additionally, the insured must provide
products and complete operators coverage in an amount of not less
than $ and must make the CITY an additional named
insured under the policy.
54. A certificate evidencing such insurance coverage as is
provided for herein shall be Eiled with the CITY's Risk
Management Division prior to the commencement of performanc-�
under this Agreement, and such certificate shall provide th-it
i
such insurance coverage will not be cancelled or modified without
at least thirty (30) days' prior written notice to CITY. At
least thirty (30) days prior to the expiration of any such
policy, a certificate showing that such insurance coverage has
been renewed shall be filed with the CITY's Risk Management
Division.
-20- 85-931
f
"N .
55. The procuring of the insurance coverage as provided for
herein shall not be construed to be a limitation in any respect
upon LICENSEE's other obligation under this license and
Agreement.
56. CITY reserves the right to 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 satisfactory to CITY. Such amount shall be
commensurate with other events of this nature.
57. LICENSEE agrees to insure that the event is conducted
without unjustified interference with business and individual
activity in and about the areas where the said event is staged.
58. LICENSEE shalt not assign this Aqreement, or any part
thereof, without first obtaining the written consent of CITY's
City Manager. The approval or consent of the City Manager shall
not be unreasonably withheld. Any assignment of. this Agreement
contrary to the foregoing provision, whether voluntary or
involuntary, shall be void and shall confer no right upon such
a.s7ignee, shall constitute a default under this Aqreement, and
shall result in an immediate forfeiture of the rights of LICENSEE
hereunder.
59. Any waiver by either party of any breach by either
party of any one or more of the covenants, conditions or
provisions of this Aqreement shall not be construed to be ,a
waiver of any subsequent or other breach of the same or any
-21- 85-9?1
1
covenant, condition or provision of this Agreement, nor shall any
failure on the part of the CITY 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 or to prevent the CITY 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 LICENSEE.
60. If LICENSEE at any time during the term of this
Agreement, or any extension thereof, should be in default in any
term, provision or covenant of this Agreement, and shall fail to
remedy such default within thirty (30) days after written notice
from CITY, then, if such default is not cured, CITY may, at its
option, terminate this Agreement by giving LICENSEE written
notice of CITY's election to terminate this Agreement at least
fifteen (15) days prior to said date of termination.
61. This Amendment shall become effective on and only on
its execution and delivery by CITY and LICENSEE.
152. This Agreement amends, modifies and supersedes the
Original License and the Amendment of Agreement and represents
the complete understanding between the parties hereto as to the
subiect matter hereoF, and supersedes all prior written oral
n?gr)tiations, representations, warranties, statements 0r
agree-ments he:.ween the parties hereto as to the same, except as
set Earth her -in. Any inconsistencies existtna between the
Original Licensee, the amendment of Agreement and this Agreement
shall be resolved in favor of this ,agreement.
-22-
0
63. All notices or other communications which shall or may
be given pursuant to this Agreement shall be in writing and shall
be delivered by personal service, or by registered mail addressed
to the other party at the address indicated herein or as the same
may be changed from time to time. ,Such notice shall be deemed
given on the day on which personally served; or, if by mail, on
the fifth day after being posted or the date of actual receipt,
whichever is earlier.
CITY OF MIAMI LICENSEE
City Manager
3500 Pan American Drive
Miami, Florida 33133
Miami MotorSports, Inc.
7254 Southwest 48 Street
Miami, Florida 33155
64. In the event that any portions 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.
-23- L5-931
i
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.
MIAMI MOTORSPORTS, INC., a
corporation organized and
WITNESS: existing under the laws of
— Florida
By
,President
ATTEST: CITY OF MIAMI, FLORIDA,
a municipal corporation
By
City Clerk City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Division of Risk Manaqement
APPROVED AS TO FORM AND CORRECTNESS:
BY
Lucia A. Dougherty
City Attorney
GMM/wpc/ab/slw/BO81
8/29/85 3:20 p.m.
-24-
F5-931
. . "..I F"I_n rl I F, '�
iPdt[-R QFF1c:::E MF*A()FaAT-4U) -)M-
T;, Honorable Mayor and August 30, 1985 r"` GP.460.01
Members of the City
Commission Grand Prix Amended &
Restated License Agreement
For City Commission Meeting of
Sergio Pereira September 12, 1985
City Manager
Resolution, Agreement
It is recommended that the City
Commission adopt the attached
Resolution authorizing the City
at�na -er To execute anAmended
and Restated License Agreement
between the City and Miami
otorsports, Inc., in
substantially the form
attached, relocating the Grand
Prix Race Circuit from Bayfront
Park to Bicentennial Park;
allowing the construction of
said circuit from funds
advanced by the City; and
further adjusting schedule
requirements to allow
additional annual race event.
The City Commission, pursuant to a request from Miami Motorsports,
Inc., adopted Resolution No. 85-801 on July 25, 1985, approving the
relocation of the Grand Prix Race Circuit to Bicentennial Park and
authorizing the City Manager to advance funds for the design and
construction of the race circuit in Bicentennial Park. The City
Commission further adopted Resolution No. 85-802 on July 25, 1985
r authorizing the City Manager to negotiate an amendment to the
Agreement between the City and Miami Motorsports, Inc. to provide
for the addition of race events.
The amended and restated License Agreement with Miami Motorsports,
Inc., in substantially the form attached hereto, amends and modifies
the original License Agreement dated June 14, 1982 and the amendment
to the original Agreement dated December 31, 1984. The amended and
restated License Agreement with Miami Motorsports, Inc. provides for
the relocation of the Grand Prix Race Circuit from Bayfront Park to
Bicentennial Park; allows for the design and construction of said
circuit from funds advanced by the City; and further adjusts the
schedule requirements to allow additional annual race events.
I
1"1
Honorable Mayor and
Members of the City
Commission
It is recommended that the attached Resolution be adopted
authorizing the City Manager to execute an amended and restated
License Agreement between the City of Miami and Miami Motorsports,
Inc., in substantially the form attached hereto.
It is requested that the attached Resolution be scheduled on the
City Commission meeting of September 12, 1985.
SP/JEG/bf
L
r
,-1J~ 9�.
CITY OF MIAMI. FLORIDA
INTEROFFICE MEMORANDUM
TO HonorablS^yor and Members DATE September 9, 1985 FILE
of th0it ommission
S"B'E`TA Item 64, City Commission Agenda
9/12/8 5
FROM REFERENCES
Lucia A. Dou erty Grand Prix Race --License -
City Attorney ENCLOSURES Agreement Modif ication
The printed reference to this item appearing on Page 27 of the
Agenda describes this item only in general terms. A more complete
and detailed listing of the changes and modifications in the
License Agreement with Miami MotorSports, Inc. is contained in the
title to the proposed resolution which was distributed in the
packet on Friday, (9/6/85).
LAD/RFC/rr/166
cc: City Manager
City Clerk
L-
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H15-941! IL