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HomeMy WebLinkAboutItem #04 - Discussion Item6 0 CITY OF MIAMI. FLORIDA INTEROFFICE MEMORANOUM -o Howard V. Gary UAIE. July 7, 1983 City Manager '1 Miami Grand Prix rF t: - .__ H. C. Eads;/ Jr. Assistant City Manager This memorandum transmits the attached agreement between Miami Motorsports Inc., Ralph Sanchez individually, and the City of Miami, for the acquisition of the barricades. This agreement incorporates all of the stipulations that have been included by the Commission including: FILE (1) Acquisition of the barricades and bleachers in an amount not to exceed present value as determined by an independent engineer. That evaluation has been accomplished. An evalu- ation of $326,742.72 has been established. (2) Mr. Sanchez will provide a clear and unencum- bered title to the bleachers and barricades and a performance bond in the amount owed the City. (3) The City will receive an additional 1% of the net profits from the staging of the Grand Prix during the barricade purchase agreement. (4) The City will receive $141,608.00 from the purchase proceeds representing reimbursement for providing public services during the 1983 Grand Prix. (5) In the event Miami Motorsports or Mr. Sanchez individually agree to make a percentage payment to another political subdivision or government authority within a 300 mile radius greater than the percentage payment made to the City of Miami during the term of the barricade purchase agree- ment, the percentage paid the City shall be increased by an amount to provide a equal return to the City of Miami. This agreement has been reviewed by the City Attorney's office and is ready for execution pending final review by the City Commission. 6 a Arroc,L,mr. KT r+ THIS AGREEMENT, made and entered into this day of 1983, by and between CITY OF MIAMI, a Munici- pality of the State of Florida (hereinafter. the "City"), and MIAMI NOTORSPORTS, INC., a Florida corporation, with principal offices located at 10113 S.W. 72nd Street, Miami, Florida (hereinafter "hMI") and Ralph Sanchez, an individual, in his individual capacity (hereinafter SANCHEZ). WITNESSETH: WHEREAS, the City has granted to r*1I a license to promote a series of automobile races in downtown Miami, which races are known as the Miami Grand Prix and/or Grand Prix of Miami; and WHEREAS, the City desires to obtain the means of staging other similar race events during the next four years which would not compete with the Miami Grand Prix but which would provide additional promotion for the City as well as provide additional recreational events for the residents; and WHEREAS, the City desires to provide the Public works Department and other departments with facilities for various other automobile -related activities and services including traffic control as well as facilities to be used in other public events; and WHEREAS, 14MI and SANCHEZ own certain barrier walls and precast steel and concrete bridges which can be used by the City for various other purposes as well as for the Miami Grand Prix and other similar race events; and WHEREAS, the City desires to purchase said facilities owned by MMI and SANCHEZ subject to the terms and conditions of this Agreement; WHEREAS, Ralph Sanchez, an individual, holds a substantial interest in MMI and further intends to become personally liable for the performance of this Agreement, NOW, THEREFORE, in consideration of the premises and the mutual terms and conditions hereinafter set forth, it is agreed as follows: 4 4 i. )ubject to compliance with all of the terms and conditions enumerated herein, the CITY hereby agrees to purchase and MMI and SANCHEZ to sell to the City the following facilities owned by MMI and SANCHEZ and used by MMI and SANCHEZ in staging the Grand Prix of Miami for the year 1984; a) 6,204 lineal feet of Formula 1 type barrier wall; b) 2,980 lineal feet of modified DOT Type barrier walls; and c) 6 steel and precast concrete bridges. 2. The purchase price to be paid by the City to MMI and SANCHEZ for acquisition of the above -referenced facilities shall be an amount not to exceed $500,000 to be paid in full upon MMI and SANCHEZ' delivery of a Sill of Sale to the City and which payment is conditioned upon receipt by the City of an evaluation by an independent appraisor selected by the CITY reflecting the value of the facilities. The City will pay the appraised value of the above referenced facilities. As additional consideration, the City agrees that MMI and SANCHEZ shall reserve the right to use the facilities to stage 11 the Miami Grand Prix in 1984, 1985, 1986 and 1987 pursuant to the terms of this Agreement and the license granted MMI by the City for said event, subject to the approval of event dates by the City Manager. 3. Prior to payment of the purchase price by the CITY, MMI and SANCHEZ will obtain a bond in the amount of the purchase price from any company acceptable to the CITY, guaranteeing MMI and SANCHEZ' performance of the terms of this Agreement, including payment of all sums required to be paid by either or both of them. MMI and SANCHEZ shall pay the premium on the bond, which shall be continued in force and amount until the completed repurchase of the facilities. 4. The reservation of use of the facilities hereby granted to MMI and SANCHEZ shall be for 60 days each year for use during the Miami Grand Prix. 5. During ownership of the above -referenced facilites by the City the storage thereof shall be the responsibility of MMI and SANCHEZ, unless the City shall indicate otherwise in writing to MMI and SANCHEZ. - 2 - 0 4 6. While stored by MMI and SANCHEZ, MMI and SANCHEZ shall be responsible for any damages to the facilities. MMI and SA14CHEZ shall indemnify City against loss and damages to the facilities while the facilities are stored by MMI and SANCHEZ. 7. MMI and SANCHEZ shall make any necessary repairs or preparations of said facilities for use by MMI and SANCHEZ during the staging of the Miami•Grand Prix, at its sole cost. 8. MMI and SANCHEZ shall indemnify and save the City harmless from and against any and all claims, liabilities, losses and causes of action which may arise out of MMI and SANCHEZ' use of the facilities during the term of this Agreement, including MMI and SANCHEZ' activities under this contract, and all other omissions to act on the part of MMI and SANCHEZ or any of them, including any person acting for or on his or their behalf, and from and against any orders, judgments or decrees which may be entered and from and against all cost, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. 9. MMI and SATICHEZ hereby agrees to repurchase the aforesaid facilities over the four year period 1984 - 1987 as Follows: a) MMI shall make equal annual installment payments of $125,000 starting on June 1, 1984 to the City plus interest on the outstanding balance of the $500,000 purchase price paid by the City for the facilities plus interest in an amount equal to the interest the City would have earned on that outstanding balance during the preceding year had said balance been deposited in the City's normal investment account for City funds, provided however that the annual percentage rate shall not be less than 12% per year nor more than 14% per year; such payments to be made from the gross revenues of the events referred to in paragraph 2 of this Agreement before payment of all event expenses other than required payment of federal, state and local taxes. -3- 0 b) Upon the final payment of the outstanding principal balance toqether with any interest accrued thereon made by hih1I and SANCHEZ in the fourth year (1987), the Citv shall reconvey the aforesaid facilities to iiMI and SANCHEZ; c) MMI and SANCHEZ shall be entitled to accelerate the repurchase of the aforesaid facilities at any time during the four-year period by payment of the then outstanding balance of the purchase price paid by the City plus any accrued interest thereon, and the City shall at that time reconvey the facilities to MMI and SANCHEZ. d) If any annual installment payment plus interest shall become due and remain unpaid in whole or in part, all of installments shall become due and payable forthwith, and any payments made hereon after any default or violation of any of the terms and conditions of this Agreement shall be treated only as payments on account of full amount of this contract and not as payments of any installment shown herein. e) Increase in Payments. If in the future, during the term of this agreement, MMI or SANCHEZ agrees to make a percentage payment to another political subdivision or local governmental authority within a 300 mile radius of the City of Miami that is equivalent to a greater percentage paid to the City of Miami, MMI and SANCHEZ shall increase the percentage paid the City of Miami to provide an equivalent percentage return to the City. MMI and SANCHEZ agree to furnish to the City within 60 days from the effective date of any such franchise -or agreement, a copy of such franchise or agreement. f) In case suit is instituted to collect the money due hereunder, or default in payment by MMI and SANCHEZ, MMI and SANCHEZ agree to pay such additional sum as the Court may adjudge reasonable as attorney's fees. 10. As further consideration to the City for the repurchase of said facilities by MMI and SANCHEZ, MMI and SANCHEZ convenant and agree to pay the City 1% of the net profits derived from each staging of the Miami Grand Prix during the term of this Agreement. This payment is in addition to the gradu- ated percentage of profits required to be paid to the CITY under the terms of the license granted MMI for the staging of the Miami Grand Prix. 11. During the term of the Agreement and prior to reconveyance of said facilities to MMI and SANCHEZ, the City shall be entitled to use the facili- ties for City purposes and/or to lease them to others for use during all periods of each year except the 60-day period reserved by MMI and SANCHEZ for use during the staging of the Miami Grand Prix. - 4 - 12. MMI and SANCHEZ hereby agree to apply $141,608 of the purchase price to be paid by the City under this Agreement to payment to the City for the City's expensa3in providing public services for the staging of the 1983 Miami Grand Prix, which MMI currently owes the City. MMI and SANCHEZ agree to pay the City that amount within ten (10) days of receipt of said purchase price. 13. The facilities to be purchased pursuant to this Agreement shall be conveyed to the City in as -is condition, free and clear of all liens or security interests; and said facilities shall be reconveyed by the City to MMI and SANCHEZ pursuant to this Agree- ment in as -is condition existing on the date of reconveyance. 14. MMI and SANCHEZ agree to provide adequate insurance acceptable to the City, in order to cover losses of the above - referenced facilities during such time as MMI and SANCHEZ uses said facilities pursuant to this Agreement in the staging of the Miami Grand Prix. 15. The City agrees to execute any necessary documents in order to establish a perfected security interest of MMI and SANCHEZ in the facilities under Florida's Uniform Commercial Code to secure the repurchase rights of MMI and SANCHEZ in the facilities under this Agreement. 16. MMI and SANCHEZ shall be jointly and severally liable for all obligations under this Agreement. This Agreement may be enforced against either MMI and/or SANCHEZ, separately or against both jointly. 17. The City and MMI and SANCHEZ hereby agree to cooperate in scheduling the use of the facilities as contemplated by this Agree- ment, it being understood that the scheduling of the Miami Grand Prix will be subject to scheduling changes during each of the four years covered by this Agreement. Such scheduling, however, shall be subject to the approval of the City Manager. IN WITNESS WHEREOF, the parties execute this Agreement on -5- 0 0 the first date written above. ATTEST: Ralph G. Ongie City Clerk ATTEST: Secretary APPROVED AS TO FORM AND CORRECTNESSES: Jose R. Garcia-Pedr-_9 osa City Attorney BB/wpc/ab/057 CITY OF MIAMI By Howard V. Gary City Manager MIAMI MOTORSPORTS, INC. By President RALPH SANCHEZ, individually -6-