HomeMy WebLinkAboutexhibit 4 - RLAExhibit' PI,
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
2002 APR -3 PM 12: 59
C11 i ;r MtAM1
RISK MANAGEMENT
TO.
RACEWORKS, LLC
For motor sports races in the Downtown Area of the City of Miami, Florida
pursuant to the Municipal Motor Vehicle Racing Act, at Section 549.08, Florida
Statutes
TABLE OF CONTENTS
PAGE
Recitals 4
1. Recitals 6
2. Definitions 6
3. This Agreement Confers No Exclusive Possession of Property 8
4. Race Course 8
5. Permitted Uses 8
6. This Agreement is Revocable at Will 10
7. Default and Termination 10
8. Licensee's Release From Agreement 10
9. This License Agreement is Not Assignable 11
10. Term 11
11. City's Use Fee 12
12. Park Fee I2
13. Name of Race Event 14
14. Media Rights 14
15. Concession Agreements 14
16. Scheduling of Race Events. 15
17. initial Improvements to the Race Course 16
18. Payment of the Costs of the Initial Improvements 17
19. Mechanic's Lien 17
20. Subsequent Improvements to the Race Course 18
21. Payment of the Costs of Subsequent Improvements 19
22. Modifications to the Race Perimeter 19
23. Permanent Improvements 19
24. Storage 20
25. Licenses, Authorizations & Permits 20
26. City Police, Fire & Sanitation Services 21
27. Traffic Plans for Race Events 22
28. Set Up & Tear Down of the Race Perimeter During the Use Period 22
29. Licensee's Operations of Race Events 24
30. Risk of Loss 25
31. Signage 25
32. Financial Obligations 26
33. No Claim to Assets or Rights of Licensee 26
34. Licensee's Records & Financial Statement 26
-35. Compliance with Municipal Motor Vehicle Racing Act 26
36. Promotion by City & Trust 26
37. Quality of Events 27
38. Taxes 27
2
39. Compliance With Laws 27
40. Additional Expenses 27
41. No Discrimination in Hiring 27
42. Indemnification 28
43. Insurance 29
44. Risk Review 30
45. Audits 30
46. Inspections 31
47. Public Records 31
48. Nondiscrimination 31
49. Affirmative Action 32
50. Conflict of Interest 32
51. Late Payments 32
52. Failure to Stage Events 33
53. Notices 33
54. Waiver 34
55. Force Majeure and Impossibility 34
56. Failure to Obtain National or International Sanctioned Event 35
57. Restoration of Public Property 35
58. Compliance with Environmental Laws 36
59. Invalidity 36
60. Time of Essence 36
61. No Interpretation Against Draftsmen 37
62. Further Acts 37
63. Litigation 37
64. Third Party Beneficiary 37
65. No Partnership 37
66. Amendments 37
67. Miscellaneous 38
68. Entire Agreement 38
69. Authority 38
70. Approval By The U.S. Department of the Army, Army Corps of Engineers 38
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REVOCABLE LICENSE AGREEMENT
This revocable license agreement ("Agreement") is entered this let-
1 lday of
(but is effective as of ), by and between the City of Miami, a municipal /r
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, a prior Revocable License Agreement ("Prior Agreement") was previously
entered into and adopted by City Resolution No. 01-1229 on November 15, 2001, was amended
and was challenged in Miami -Dade County Circuit Court in Case No. 01-17514 CA 24 and was
declared null and void by Order of the Court, dated March 4, 2002 (the "Order"); and
WHEREAS, the validity of the Prior Agreement is consequently in question; and
WHEREAS, the City and Licensee desire and intend to enter into a license agreement
that does not constitute a lease nor offend any of the elements identified in the Court Order of
March 4, 2002 as tending to show a lease and consequently triggering the provisions of the City
Charter which would require such agreement to be put out for public bid; and
WHEREAS, a racing event held under Chapter 549 of the Florida Statutes and "any
action taken by a municipality or a permit holder pursuant to [Chapter 549] shall be considered
as being for public purposes, including the promotion of commerce and tourism, and for the
benefit of the citizens of the municipality and the state;" Section 549.08(10), Florida Statutes;
and
WHEREAS, the City has entered into this Agreement in order to accomplish and
effectuate those important policy reasons identified by the legislature in Chapter 549, Florida
Statutes, which goals can be realized by holding a race event and the City wishes to encourage
the resulting commerce and tourism which will benefit both the citizens of the City and the
state; and
WHEREAS, it is necessary for the City to enter into multi -year license agreements with
promoters of events, in order to encourage promoters to make substantial investments into the
City of Miami; and
WHEREAS, this Agreement is not intended to constitute a lease so that the City may
enter into an agreement to hold a race event as contemplated by Chapter 549 of the Florida
Statutes which does not implicate any City Charter or City Code provision that would require
public bidding or otherwise void the agreement; and
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WHEREAS, this Agreement is not assignable; and
WHEREAS, this Agreement is revocable at will by the City; and
WHEREAS, Licensee has expended monies of its own towards making improvements
to property belonging to the City, which improvements have value to both the City as well as to
any other entity or party which may use said improvements; and
WHEREAS, this Agreement does not transfer an interest in real property including any
leasehold interest in real property owned by the City; and
WHEREAS, this Agreement does not confer a right to use any real property for any
general purposes; and
WHEREAS, this Agreement does not convey or transfer any right to exclude the City
from any real property; and
WHEREAS, this Agreement permits only certain, enumerated, specific and listed
permitted uses and does not permit anything further; and
WHEREAS, this Agreement is intended to be non-exclusive and the. City is ready and
willing to enter into similar arrangements with other parties for other dates on which to hold
additional race events; and
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, Licensee has entered into Iong-term sanctioning agreement(s) with
professional motor sports sanctioning organization(s) to stage Race Events annually in
downtown Miami subject to the execution of this Agreement by the City and the Trust; and
WHEREAS, pursuant to Resolution No.
the City Manager to enter into this Agreement; and
WHEREAS, pursuant to Resolution No.
Director to enter into this Agreement; and
, the City Commission has authorized
, the Trust has authorized its Executive
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WHEREAS, at the time this Agreement is executed, Initial Improvements for the Initial
Race Event are substantially completed or will be completed within two weeks of execution
hereof,; 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; and
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.
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 amount of fees paid to the City pursuant to Paragraph 12
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 Raceworks
Events.
e)
Trust.
"Executive Director" is the Executive Director of the Bayfront Park Management
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.
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i) "Park Ticket Fee" is the amount of fees paid to the Trust (or to the City if a
different City park is utilized) pursuant to Paragraph 12 of this Agreement.
j) "Park Use Fee" is the Use Fee that Licensee pays to the Trust (or to the City if a
City park other than Bayfront Park is utilized) pursuant to Paragraph 12 of this Agreement.
k) "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.
l) "Race Course" is the specific route through which the Race Events shall be
conducted. A diagram of the Race Course will be depicted in the annual Race Permit.
m) "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.
n) "Race Perimeter" includes properties within which the Raceworks Events shall
take place and which is temporarily used by the Licensee to promote a Race Event and is
depicted in an exhibit to the Race Permit.
o) "Race Permit" is a permit which may be issued by the City's administration in
accordance with the Municipal Motor Vehicle Racing Act as set forth in Section 549.08, Florida
Statutes.
p) "Raceworks Events" include collectively Race Events, Support Events or
endeavors resulting from the license granted hereunder conducted during an Event Weekend.
q) "Services" are the services rendered by the City's Police, Fire, and Solid Waste
Departments during Race Events or Support Events.
r) "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.
s) "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.
t) "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.
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u) "Use Period" is the period of time allotted for the set-up, presentation and
dismantling of Raceworks Events. Unless otherwise agreed in writing by the City and the Trust
(if Bayfront Park is utilized), the set-up period shall commence no earlier than forty-five (45)
days prior to the first date of the Event Weekend, and dismantling shall begin immediately upon
the conclusion of the Event Weekend and shall conclude within thirty (30) days thereafter. The
City and Trust (if Bayfront Park is utilized) may shorten or extend the Use Period for Raceworks
Events, in writing, should Licensee require a shorter or longer period for set-up and dismantling
of the same.
3. This Agreement Confers No Exclusive Possession of Property.
This Agreement confers no exclusive possession of property. The Licensee cannot
exclude the City from any Public Property.
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. In order to stage the Raceworks Events, the Licensee agrees to
make arrangements with Bayside Marketplace and any other entities having a legal interest in
any public or non-public property located within the confines of the planned Race Perimeter,
including, but not limited to, the public rights -of -way not owned by the City or managed by the
Trust. 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.
4. Race Course.
No specific real property for the Race Events is identified or defined in this Agreement.
Nothing in this Agreement shall be construed to, or in and of itself, permit Race Events in a
definite location. The precise areas where Race Events will take place are to be defined in a
separate Race Permit which may be issued annually by the City to the Licensee in connection
with the Raceworks Event.
Nine (9) months prior to commencement of each Use Period, Licensee must submit to
the City for approval a proposed Race Course. Consent from the City of the proposed Race
Course will not be unreasonably withheld. If such Race Course is approved, the City and other
affected public right of way holders will issue a Race Permit to the Licensee approving such
Race Course.
�. Permitted Uses.
Subject to existing zoning and other governmental restrictions and the issuance of a Race
Permit, this License authorizes the Licensee to conduct a motor sports race on a race course that
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is approved pursuant to Section 4 of this Agreement. For the term of this Agreement or an
extension thereof, the City and the Trust (if Bayfront Park is utilized) will grant Licensee a
privilege to run a maximum of two Event Weekends in the City per year on an approved Race
Course and within an approved Race Perimeter. This Agreement solely authorizes Licensee to
conduct Race Events and Support Events for the limited purposes set forth herein and for no
other purpose.
The City and the Trust (if Bayfront Park is utilized) 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.
Subject to the conditions stated herein, any applicable laws, and pursuant to Section
549.08(5)(a), Florida Statutes, Licensee may limit access to the Race Perimeter under Licensee's
paid ticketing and credential system, create viewing and pit areas, charge admislion. fees
pa ona 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. 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, the Executive Director (if Bayfront Park is utilized) and pursuant to Section
549.08(5)(a), Florida Statutes, which allows a person issued a municipal motors sports permit to
limit access to the racing event area and any area from which the racing event may be viewed.
In addition to, but concurrently with the Race Event, Licensee will also stage Support
Events within the Race Perimeter which could feature secondary racing series ilia': otheiN,
entertaimne+nt:`adtivitiea,subject to approval by the City Manager and Executive Director (if
Bayfront Park is utilized).
Subject to any legal requirements, authorizations and permits, to the extent that the City
and Trust (if Bayfront Park is utilized)rights, ,City y Bayfront Park (if
possess such n to the Cit and Ba ant
Bayfront utilized) grant a license to Licensee to conduct Trace Event!' and Support Events
n#Park is
idun the: limited mutually agreed upon tune eri'` pried -herein u
consist of the following:fireworks displays, �P � ' Support Events may
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, limit access to 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
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preparation and sale of food, to sell advertising rights, space and signage upon and throughout
the Race Course, Race Perimeter, Park (if Bayfront Park is utilized) 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 (if
Bayfront Park is utilized) 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 (if Bayfront Park is utilized) 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 and support facilities, 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, and industry standards.
6. This License Agreement Is Revocable At Will
This License extended to the Licensee is revocable at will by the City Commission and
without the consent of the Licensee.
7. 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.
The default provisions contained in this Agreement shall in no way impair the City's
ability to revoke this Agreement as is provided in Section 6, entitled "This Agreement is
Revocable at Will".
8. Licensee's Release From Agreement.
In the event that Licensee desires to relocate, discontinue or move the Race Events from
Downtown Miami, then Licensee shall pay the City a fee ("RDM Fee") in an amount equal to:
10
plus
the aggregate costs to the City and/or the Trust (for such
years when Bayfront Park is utilized) including any in -kind
services (e.g. the value of the storage of Licensee's
equipment) any unpaid costs of the 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");
seven and one-half percent (7 % %) 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 of the RDM Fee, 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.
9. This License Agreement is Not Assienable.
Licensee shall not sell, assign this Agreement, or any part thereof to any other party. The
License granted by this Agreement is personal to the Licensee. 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.
10. 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 tenn of
this Agreement, Licensee shall give the City and Trust (if Bayfront Park is utilized) written
notice of its intention to exercise the option a minimum of sixty (60) days prior to the expiration
of the Agreement.
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1 1. Citv'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 Event Weekend. 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 tickntl'iroid b
4 Licenaec 'he 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 Racewoits
Evi tt . 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 an Event Weekend. Licensee shall maintain all books and
records pertaining to the Raceworks Event and the revenue therefrom and shall make such
books and records available for City and Trust's (if Bayfront Park is utilized) inspection and
auditing as provided herein.
reallir$14 '�djtiona surcharges, or other charges for
the use of c Pubic; . ,
e 'its act m equ entati9nry Bermes unless it is. mutually agreed
upon by the parties in wnti.
12. Park Fee.
If Raceworks Events are conducted in Bayfront Park or in any other City park, then there
shall be a Park Use Fee as authorized by Florida law.
12
In addition to the City's Use Fee to be paid to the City herewith, Licensee will pay to the
Trust (or to the City if a City park other than Bayfront Park is utilized) the Park Use Fee of
$50,000.00 which shall be due no later than thirty (30) days after each Event Weekend. The
Park 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 Park Use Fee for the Raceworks Event of the previous year in which a Race Event
occurred. The Park Use Fee is inclusive of the fees for the use of Bayfront Park or any City
park, its amenities and facilities for each such Raceworks Event and includes the janitorial
services, electrical and water services that are normally available in Bayfront Park or any City
park. In the event that the Licensee requires electrical, water and janitorial services that exceed
those that are normally available in Bayfront Park or any City park, then Licensee shall be
responsible for paying the Trust (or City if a different City park is utilized) for providing or
causing said services to be provided by independent companies.
Licensee agrees to pay to the Trust (or to the City if a different City park is utilized) the
Park Ticket Fee for any and all tickets sold by Licensee. The Park Ticket Fee shall be payable as
follows:
Year Park Ticket Fee
1-5 $1.00
6-10 $1.25
11-15 $1.50
During any extension of this
Agreement
1-5
6-10
Park Ticket Fee
$1.75
$2.00
Each printed ticket shall be itemized to show the admission price, applicable taxes, any
service charge from outside ticket agencies and the Park Ticket Fee. Licensee agrees to record
the Park Fee as a separate item in the certified statement of accounts for the Raceworks Event.
Licensee shall be responsible for the collection of the Park Ticket Fee, which shall be held by
Licensee in trust for the Trust (or City if a different Park is utilized). Licensee shall pay Park
Ticket Fee to the Trust (or City if a different City park is utilized), within sixty (60) days after
the conclusion of an Event Weekend. Licensee shall maintain all books and records pertaining to
the Raceworks Event and the revenue therefrom and shall make such books and records available
for City and Trust's (if Bayfront Park is utilized) inspection and auditing as provided herein.
The Trust (or the City if another City Park is utilized) shall not require Licensee to pay
any additional surcharges, or other charges for the use of the Park (or City park) or its facilities,
equipment or services unless it is mutually agreed upon by the parties in writing.
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13. Name of Race Event.
Licensee has the right to create the name of the Race Event and shall notify the City and
Trust (if Bayfront Park is utilized) 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" (only if Bayfront Park is utilized) 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 / or "Bayfront Park" in the name of subsequent race events.
14. Media Riehts,
The City and the Trust (if Bayfront Park is utilized) further understand and agree that the
Licensee will own, sell, license, sub -license, assign, convey and transfer every manner 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 (if Bayfront Park is utilized).
extent that the
�City
a has the ability to control or permit, the LteenIe
/enter'' tito ; ip� agr eats t '° .�. - I
associated 'with Race Evans thin;.the Race ' enn' er unng vent Weekends. Concessions
include, but are not limited to, merchandise, s uvenirs, catering, food service,. and beverages
(including beer, wine and liquor) and all other mnierchtfly. related incliclini nteclia,
marketing,. and sponsorship for Raceworks'`Events Licensee shall indemnify, hold and save
harmless, and defend the City and the Trust (if Bayfront Park is utilized), their directors, officers,
15. Concessions Aereements
Subject to all applicable laws, and pursuant to the terms of this Agreement, and to the
cessions and
ing o"iccs
14
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.
16. Scheduling of Event Weekends.
The initial Race Event, featuring the American Le Mans Series, Championship Auto
Racing Teams, and Trans Am Series, shall be held October 4-6, 2002.
Licensee shall conduct a minimum of one and a maximum of two Event Weekends
annually. Licensee will conduct one Event Weekend in either the Spring or Fall. Race Events
may 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 Event Weekend(s) annually. However, in no event shall there be more than two Event
Weekends per year.
The City and the Trust (if Bayfront Park is utilized) 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 Event Weekend 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 Event Weekend(s) at
approximately the same time of the year.
For any Raceworks Event after the initial Raceworks Event, Licensee shall give the City
and the Trust (if Bayfront Park is utilized) nine (9) months written notice of the proposed dates
for any Event Weekend. The City Manager and the Executive Director (if Bayfront Park is
utilized) shall have ten (10) business days to approve or disapprove the proposed dates. The City
and Trust's (if Bayfront Park is utilized) approval shall not be unreasonably withheld.
In deciding whether to approve or disapprove a proposed date for an Event Weekend, the
City, through its City Manager, and the Trust (if Bayfront Park is utilized) 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 (if
Bayfront Park is utilized). The City and Trust each acknowledges that the Licensee is
constrained by the racing series sanctioning organizations and television broadcast requirements,
and the City and the Trust (if Bayfront Park is utilized) shall take reasonable steps to
accommodate the Licensee's proposed race dates.
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17. Initial Improvements to the Race Course.
Licensee has designed a Race Course which requires Initial Improvements. Subject to
obtaining approvals from the applicable government entities, the Licensee will make the
necessary Initial Improvements. 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 18 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 such property within or abutting the Race
Course. 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. Licensee will complete the Initial Improvements on a timely basis so
as to facilitate the timely promotion of the initial Race Event, 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.
16
18. Payment of the Costs of the Initial Improvements.
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)
In addition, Licensee will provide the City with an Instrument in an amount reasonably
necessary for the City to complete the Initial Improvements or restore the Public Property to the
condition it was in prior to the Initial improvements in the event the Licensee fails to complete
the initial Improvements.
Improvements can not commence until both the Instrument and the payment and
performance bond contained herein are provided to the City and are approved by the City
Manager.
19. 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 (if Bayfront Park is
utilized), 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 Licensee the right, power or City or
the Trust (if Bayfront Park is utilized) 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
17
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 I) 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.
20. Subseouent Improvements to the Race Course.
After the initial Race Event, if Licensee is required to make or undertake Subsequent
Improvements to 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 (if
Bayfront Park is utilized) a minimum of ten (10) months prior to the Event Weekend. Licensee
shall submit the proposed alternate Race Course design to the City Manager at least six (6)
months prior to the Event Weekend 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
21, entitled "Payments for the Costs of Subsequent Improvements." The Licensee shall not
make additional modifications to the Race Course if Licensee is in default of this Agreement, or
any extension thereof.
18
21. Payment of the Costs of Subseauent Improvements.
Licensee shall pay for the Subsequent Improvements, which shall be constructed by the
Licensee in phases ("Phases"). Prior to the commencement of the Subsequent 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 Subsequent 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)
In addition, Licensee will provide the City with an Instrument in an amount reasonably
necessary for the City to complete the Subsequent Improvements or restore the Public Property
to the condition it was in prior to the Subsequent Improvements in the event the Licensee fails
to complete the Subsequent Improvements.
Subsequent improvements can not continence until both the Instrument and the payment
and performance bond contained herein are provided to the City and approved by the City
Manager.
22. 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 (ifBayfront Park is utilized) .
23. Permanent Improvements.
Upon the inspection and approval of the Initial and Subsequent Improvements on Public
Property, the Initial and Subsequent Improvements shall become the property of the City.
19
24. Storage.
The City will use its best efforts to locate and provide property for the storage of the Race
Course safety systems, equipment and barricades. In the event that the City is able to locate a
storage facility for 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 S50,000. 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.
The City and the Trust (if Bayfront Park is utilized) shall use their best efforts to provide
Licensee at no charge with appropriate City or Trust (if Bayfront Park is utilized) 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.
25. Licenses, Authorizations and Permits.
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 the event that it is necessary for the City, Trust or other City Agency or Instrumentality
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 Charter and Code of the City of Miami, 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
20
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, 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 (if Bayfront Park is utilized) upon receipt by Licensee, but in any event no
later than ninety (90) days before the scheduled date of any Event Weekend. In the event such
confirmation is not received the Licensee shall be in default hereunder.
26. City 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
Event Weekend, 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
21
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 proposed 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 (if Bayfront Park is utilized) 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.
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.
27. Traffic Plana for Race Events
Licensee agrees in good faith to work with the City, the Trust (if Bayfront Park is
utilized) 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.
28. 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
(if Bayfront Park is utilized) reasonable approval and subject to applicable laws and any
agreements of the City or the Trust (if Bayfront Park is utilized), respectively, with other
govenunental 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,
22
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 (if Bayfront Park
is utilized or some other City park). Licensee understands that except as otherwise provided
herein, the public and other entities shall be able to use the Public Property during the Use
Period. During the Use Period, Licensee shall not exclude the City or the Trust (if Bayfront Park
is utilized) from Public Property.
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 (if Bayfront Park is utilized) shall not
be unreasonably withheld. The parties shall cooperate in good faith to pldn 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 (if Bayfront Park is utilized) a proposed
schedule ("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 a
Raceworks Event at least ninety (90) days prior to. the Event Weekend. The City Manager and
the Executive Director (if Bayfront Park is utilized) 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 fifeen (15) day period, the Schedule shall be deemed to have been
approved by the City Manager and the Executive Director (if Bayfront Park is utilized). If the
Schedule is disapproved, the Licensee shall submit a revised Schedule for approval by the City
Manager and the Executive Director (if Bayfront Park is utilized) 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 (if Bayfront Park is utilized)
no more than seven (7) days prior to the Race Events and tear down two (2) days after the Race
Events.
23
29. 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 (if Bayfront Park is utilized) 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 (if Bayfront Park is utilized). The
Management Representative shall ensure strict compliance with all tears and conditions
contained in this Agreement. The Management Representative shall serve as a liaison between
the City, the Trust (if Bayfront Park is utilized) and the Licensee. Said Management
Representative shall remain on call on a twenty-four (24) hour basis during an Event Weekend
should he/she need to be contacted by the City or the Trust. In addition, the City and Trust (if
Bayfront Park is utilized) 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 (if Bayfront Park is utilized) 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 (if Bayfront Park is utilized) 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.
24
(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 (if
Bayfront Park is utilized) shall be entitled to receive fifty (50) complimentary preferred seating
tickets to any Raceworks Event.
(j) 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 (if Bayfront Park is utilized) from liability.
Licensee shall print language on the Raceworks Event tickets which release the City and the
Trust (if Bayfront Park is utilized) from any liability for personal injury and property damage
relating to the Raceworks Events.
30. Risk of Loos.
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 any Use
Period. All personal property placed or moved onto the Public Property 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.
31. Siepaee
Licensee, or its authorized agent, shall post signage in the City, Park (if Bayfront Park is
utilized), 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 (if
Bayfront Park is utilized) 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
32. Financial Obligations.
DD *}�#*fit t(] taa�e►, compensation . qr
y. i � ���,.7�e�iM1'ti.�, � .. ry. 7 ' �� �� �'�`g �' �'t?r g� ut�r �,} � �., Y a+T
remuneration specifically set forth herein, and 'no p ib be entitled to or shall charg. any
other party,anY:fees assessments, surcharges, or taxes or any other thing of value other than alt
specifically► provided herein.'"
33. No Claim to Assets or Rights 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.
34. 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.
35. Compliance with Municipal Motor Vehicle Racinj 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).
36. Promotion by City and Trust.
The City and the Trust (if Bayfront Park is utilized), respectively, through their normal
operations, will cooperate in good faith with Licensee to promote Race Events through the City's
departments or offices.
26
37. 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.
38. Taxes=
Other than the ones contemplated herein, during the term of this Agreement and any
extensions thereof, the City and the Trust (if Bayfront Park is not utilized) shall not levy any
assessments, charges, taxes, penalties, or fees that is applicable solely against Licensee, its
operations, sales, tangible orintangible 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 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.
39. Compliance With Laws.
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. Licensee and/or its
authorized agents shall also comply with reasonable directives of the City Manager.
40. ¢dditionai 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.
41. 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/or and its
27
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.
42. Indemnification.
Licensee shall indemnify, hold and save harmless, and defend the City, the Corps (if
Corps property is utilized), and the Trust (if Bayfront Park is utilized), 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.
Licensee shall further indemnify, hold and save harmless, and defend the City, the Corps
(if Corps property is utilized), and the Trust (if Bayfront Park is utilized), their directors, officers
and employees, from and against any and all claims, Liens, Iiability, 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 (if Bayfront Park
is utilized), 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 Iiability
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, or any prior agreement
between the City and Licensee, 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
28
extension thereof, or any prior agreement between the City and Licensee, 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 relief is granted.
43. Insurance.
In accordance with 549.08(4)(b)(1), Florida Statutes, for Raceworks Events, 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 (if Bayfront Park is
utilized), 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 form acceptable to the City's Risk Management Administrator, in the
amount of not less than S20 million dollars combined single limits for bodily injury and property
damage and Workers Compensation insurance for its employees and contractors performing any
work during Raceworks Events. The City and Trust (if Bayfront Park is utilized) shall be named
insureds under these policies and name AT&T, or any other subsequent sponsor(s) of the Park
(only if Bayfront Park is utilized), and the United States Army Corps of Engineers (if Corps
property is utilized) 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 (if Bayfront Park is utilized), 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 (if Bayfront Park is utilized) 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
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coverage shall be an amount acceptable to the Risk Management Administrator, within his/her
reasonable discretion. The City, Trust (only if Bayfront Park is utilized) and the United States
Amiy Corps of Engineers (only if Corp property is utilized) shall be named as additional
insureds of the policies.
44. Risk Review.
A copy of the certificates of insurance covering any Initial or Subsequent Improvements
made by the Licensee shall be filed with the City's Risk Management Division not less than five
(5) business days prior to the Licensee commencing any Initial or Subsequent Improvements.
Within thirty (30) days thereafter, Licensee shall submit to the City's Risk Management
Administrator copies of the policies described in this paragraph for his/her approval, which shall
not be unreasonably withheld.
A copy of the insurance policies evidencing coverage for aUse Period excluding the
Raceworks Events shall be filed with the City's Risk Management Division not less than thirty
(30) days prior to the commencement of any Use Period.
A copy of the insurance policies evidencing coverage for Raceworks Events shall be
filed with the City's Risk Management Division not less than thirty (30) days prior to the
commencement of any Event Weekend.
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 (if Bayfront Park is utilized). 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 Management Administrator,
444 SW 2nd Avenue, 9th 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 S25 million in
coverage or cause Licensee more than ten percent of additional insurance premium charges in
any two.year period.
45. Audits..
During the term of this Agreement, and any extension thereof, Licensee shall deliver to
the City and Trust (if Bayfront Park is utilized) 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
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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 Park'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 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 (if Bayfront Park is utilized), 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.
46. Insvections.
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. Licensee
does not possess the right to exclude the City from any property.
47. 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.
48. 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
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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.
49. 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,
Licensee shall submit a Statement of Assurance indicating that its operation is in compliance
with all relevant civil rights laws and regulations.
50, Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City (Miami City Code Chapter 2,
Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq,) 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.
51. 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.
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52. Failure to Stage Events.
During this Agreement, or any extension thereof, if Licensee fails to stage at least one
Race Event, Licensee shall be in default, unless such failure is as a result of I) 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 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 l) 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.
53. 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
I0th Floor
Miami, Florida 33233-0708
If to the Trust: Executive Director
Bayfront Management Trust
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With a copy to:
301 North Biscayne Boulevard
Miami, Florida 33132
City Attorney
City of Miami
444 SW 2nd Avenue
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
54. 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.
55. Force Maleure 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
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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
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.
56. 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 _ 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 the provisions of this section impair the provisions
of Section 16 entitled "Scheduling of Event Weekends".
57. 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 (if Bayfront Park is utilized) 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. Licensee shall develop a mitigation plan for each Raceworks Event which
shall be submitted with its application for a Race Permit. 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
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construction of the Initial Improvements delineated in Paragraph 17. 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.
58. 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
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.
59. 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.
60. Time of Essences
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.
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61. 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.
62. 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.
63. Litieatioa.
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.
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.
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67. Miscellaneous.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
68. Entire Agreement.
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 the United States Army Corps of Engineers
The United States of America, U.S. Army Corps of Engineers ("Army Corps") owns a
portion of Bayfront Park and has leased that portion to the City under a lease agreement dated
August 16, 1990 ("Corps Lease"). In the event that Bayfront Park or any other property owned
or wader the control of the Army Corps is utilized, then this Agreement is subject to the terms
and conditions of the Corps Lease (if Bayfront Park is utilized) or any other respective
agreement with the Army Corps, and shall not be binding until the City receives written approval
of this Agreement from the Army Corps. In the event that the Army Corps 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)
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.
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ATTEST: RACEWORKS, LLC, a
Delaware corporation.
By: o!'
"i- x h- fl s r Peter ).owitch, President
ATTEST:
Priscilla A. Thompson
City Clerk
WITNESS
ruvau
APPROVED AS TO INSURANCE
REQUIREMENTS:
Sue Weller,
Acting Risk Management Administrator
1WIA4RV0111373737+0lN61011.13003L 2U09l0.010100
CITY OF MIAMI,
a municipal corporation of the
State of Florida
BAYFRONT PARK MANAGEMENT
TRUST, a limited agency and
entality of the City of Miami
thy Sc „ : , 7 , Inter rector
39