HomeMy WebLinkAboutBack-Up DocumentsHOST CITY AGREEMENT FOR THE
FORMULA 1 MIAMI GRAND PRIX
This Host City Agreement for the Formula 1 Miami Grand Prix (the "Agreement") is
made and entered into this day of , 2018 (the "Effective Date") by and
between the City of Miami (the "City"), the Bayfront Park Management Trust, a limited
agency and instrumentality of the City (the "Trust") and the Miami Parking Authority, a
limited agency and instrumentality of the City (the "MPA") (the City, the Trust and the MPA are
sometimes collectively referred to as the "City Parties"), on the one hand, and South Florida
Racing, LLC, a Delaware limited liability company with its principal place of business at 423
West 55th Street, l lth Floor, New York, NY 10019 (the "Promoter") and Formula One World
Championship Limited, a company incorporated under the laws of England and Wales with its
principal place of business at N°2 St James's Market, London SW 1Y 4AH, England ("FOWC")
(the Promoter and FOWC are sometimes collectively referred to as the "GP Parties"), on the
other hand. The City Parties and the GP Parties are sometimes collectively referred to as the
"Parties".
BACKGROUND STATEMENTS
A. FOWC has the exclusive right to the commercial rights in the FIA Formula One World
Championship (the "Championship"), including the exclusive right to propose the
Championship calendar and to award to promoters the right to stage Formula 1 events
that count towards the Championship, subject to the approval of the Federation
Internationale de l'Automobile ("FIA"), the governing body of world motorsport which
governs the Championship.
B. The Championship is one of the most popular sports in the world with over 500 million
fans globally, and during 2018 hosting twenty-one (21) races across five (5) continents in
locations such as Australia, Shanghai, Monaco and Abu Dhabi.
C. Championship races are broadcast live in approximately 200 territories worldwide, with
an estimated cumulative audience of 1.8 billion TV viewers in 2017.
D. Championship races on the current Championship calendar deliver significant direct and
indirect economic benefit to host locations.
E. The Promoter desires to bring a Championship race, anticipated to be identified as the
Formula 1 Miami Grand Prix (such race, inclusive of practices, qualifying and support
races, and support events, the "Race"), to the City for a period of ten (10) years, with the
first Race expected to take place in October 2019.
F. The GP Parties also intend to host a fan festival in each year during the Term in
connection with the Race (the "Fan Fest"), in order to attract visitors and local residents
and provide Race -related fan activities for attendees to enjoy, with the first Fan Fest
expected to take place in October 2018 in order to build momentum towards the
inaugural Race and other Championship races and showcase Formula 1 motorsport to the
local community.
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G. The Promoter will be the promoter of the Race and the Fan Fest beginning in 2019. The
Race and the Fan Fest are collectively referred to as the "Event". The GP Parties and
their designees will promote the Fan Fest in 2018.
H. The City has a history of hosting races in downtown Miami and desires to bring racing
back to the City. The City will provide certain services to the GP Parties in connection
with the Event.
The Trust is responsible for the operation, management, and maintenance of the City -
owned park located at 301 N. Biscayne Blvd., Miami, Florida 33132 and known as
Bayfront Park ("Bayfront Park"), the City -owned park and deep -water boat slip located
at 1095 Biscayne Blvd., ("Museum Park") and the Miami Marina located adjacent to
Bayfront Park ("Miamarina"). The Museum Park and the Bayfront Park are sometimes
collectively referred to as the "Parks".
J. The GP Parties wish to use the Parks for the Event with Bayfront Park being used in
connection with the 2018 Fan fest and the Race and each other Fan Fest being held in
Museum Park and the City wants to enter into a revocable -at -will license for the use of
the Premises (as defined in Section 4) for such purposes.
K. The MPA manages all off street parking for the City and will be facilitating parking for
the Event and the utilization of some parking areas for staging of the Event.
L. The City unanimously passed a resolution directing the City Manager to formalize a Host
City Agreement regarding the Event.
In consideration of the promises and mutual covenants contained in this Agreement, the
Parties agree as follows:
TERMS
1. INCORPORATION OF BACKGROUND STATEMENTS.
The Parties agree that the Background Statements are true and correct and are
incorporated in this Agreement by reference.
2. DEFINITIONS.
2.1 The word "Circuit" shall refer to the track as set forth in the Track Design
(inclusive of its immediately surrounding areas) and facilities and Improvements around the that
area necessary to deliver the Event as built by the Promoter in accordance with the Development
Concept (as defined in Section ).
2.2 The words "City Imagery" shall mean the City images, names, logos,
architectural features or scenes of Miami and shall include Circuit imagery and layout,
curves/turns and bridges of the Circuit.
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2.3 The words "Development Concept" shall mean and include the overall
site plan for the Event, the plans and specifications for all construction work in connection with
the Event, developed by the Promoter, which shall include, without limitation, the Track Design
(as defined in Section 7.2, 16 and 17), the Circuit and any and Improvements (as defined in
Section 16) (e.g. location of concession and hospitality areas and fan seating areas).
2.4 The words "Event Window" shall mean the period starting at 12:01 AM
fourteen (14) days before the relevant Event through and including 11:59 PM seven (7) days
after the end of the last day of that Event.
2.5 The words "Fl Marks" means (i) the F 1 Formula 1 logo, F 1 logo, F 1,
Formula 1, Formula One, FIA Formula One World Championship; (ii) Formula 1 Miami Grand
Prix; (iii) the marks and logos as set forth on Exhibit "A" which is attached to this Agreement
and (iv) any other additional official Formula 1 and/or Championship expression and logos as
may be provided to the City from time to time as being included as Fl Marks.
2.6 The words "Financial or Other Advantage" means anything of value,
including but not limited to money or hospitality.
2.7 The word "Improvements" shall mean any and all structures built or to be
built on the Premises (as defined in Section 16 and 17) and on any other property owned by
private or public entities around the Circuit, and the parking areas, hardscaping, landscaping,
amenities, and all related infrastructure, installations, fixtures, equipment, utilities, site -work, and
other improvements to be developed upon the Premises, including, but not limited to, the Circuit.
2.8 The words "Parking Authority Agreement" shall mean the Parking
Authority Agreement to be entered into by the MPA and the Promoter for the use of off-street
parking areas for parking and other uses related to the Event and the installation of the
Improvements, which shall be substantially in the form attached to this Agreement as Exhibit
2.9 The word "Parks" shall mean collectively Bayfront Park and Museum
Park.
2.10 The words "Park Use Agreement" shall mean the Park Use Agreement
dated as of July 24, 2018 entered into by the Trust and the Promoter for the revocable -at -will
license for the use of the Parks, a copy of which is attached to this Agreement as Exhibit "C".
2.11 The word "Premises" shall mean the Parks and any other property owned
or controlled by the City Parties and which will be used by any of the GP Parties in connection
with the Event pursuant to this Agreement or any other license or use agreement executed by the
relevant Parties for the staging of the Event and on which the Improvements shall be constructed
and installed.
2.12 The words "Public Official" means a public official and includes (i) any
officer, director, employee or other person, whether elected or appointed, in any branch of
national, local or municipal government, or any department, agency or instrumentality thereof,
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including any state-controlled or state-owned business, enterprise, corporation, organization, or
other entity; (ii) any political party, political party official or any candidate for public office; (iii)
any official or agent of a public international organization; or (iv) any person acting in an official
capacity for or on behalf of the foregoing or who exercises a public function for any of the
foregoing.
2.13 The words "Related Person" means a spouse, civil partner, child, parent
or sibling (whether by blood or by marriage), or other family member or guest of a Public
Official.
2.14 The words "Track Design" shall mean the layout of the track, which for
the inaugural Race is, as of the Effective Date, illustrated by what is shown on the attached
Exhibit "D" and shall include any material changes, additions or modifications, provided the
same are approved by the City, if required, as provided for in this Agreement.
3. TERM.
The term of this Agreement shall commence as of the Effective Date and expire on
December 31, 2028 (the "Term"), subject to the terms and conditions set forth in this
Agreement. This Agreement shall expire, without notice, on December 31, 2028, or on such
other date as provided for in this Agreement, which shall be described as the "Expiration Date".
The Term can be extended by an additional ten (10) year period provided that such extension is
evidenced by a written agreement executed by the Parties and dated no later than July 1, 2026.
4. REVOCABLE -AT -WILL LICENSE.
Notwithstanding any other provisions in this Agreement the City Parties are granting the
Promoter only a revocable -at -will license for the use of the Parks as more specifically described
in the Park Use Agreement. The effective date of the license is the Effective Date of this
Agreement and such license may be revoked at the will of the City Manager, for convenience
and without cause pursuant to the terms and conditions set forth in this Agreement. The license
shall continue for the Term as such may be extended in accordance with this Agreement and
shall continue until revocation/cancellation at will by the City Manager as provided in Section
25.2 or the earlier termination of this Agreement in accordance with Section 25.
5. EVENT DATES.
The dates of the Fan Fest in 2018 shall be within the period of October 17th to the 21st
(inclusive), unless otherwise agreed by the Parties in writing. The dates for the Event for the
remainder of the term shall be established by the GP Parties who shall provide the City Parties
the dates no later than twelve months prior to the selected date. The City Parties shall not grant a
license or permit to use the Premises for any year during the Term between October 5th and
November 15th unless the GP Parties have given prior written approval or have already
established in writing the Event dates for the year for which the third party is seeking a permit or
a license.
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6. GP PARTIES' OBLIGATIONS.
6.1 Event References. The GP Parties shall cause their respective contractors
and licensees to refer to the Event as the "Formula 1 Miami Grand Prix" in media and
promotional materials, it being understood that the name of the Event may be modified by the
GP Parties from time -to -time to some other name that incorporates the word "Miami" (e.g.,
Formula 1 Downtown Miami Grand Prix).
6.2 Fan Fest. The GP Parties shall, subject to the terms and conditions set
forth in this Agreement and receipt of all reasonably necessary consents and approvals from
private and public stakeholders, host the Fan Fest at one (1) or more of the Parks, commencing in
October 2018, the year before the first Race is held, and continuing for each year of the Term in
which the Race takes place in the City, for an anticipated total of eleven (11) Fan Fests during
the Term.
6.3 Internship and Vocational Opportunities. In connection with each Event,
the GP Parties shall provide internship and/or vocational opportunities to not less than ten (10)
students that reside in the City, subject to the GP Parties' receipt of required application
materials from qualified students upon the deadlines established by the GP Parties. The GP
Parties and the City shall work in good faith to identify and distribute application materials to
potential internship candidates.
6.4 Additional Initiatives for Underresourced Communities. In connection
with each Event, the GP Parties shall set aside an allocation of race passes to be distributed to
high achieving "STEM" students in schools located in communities identified by the City as
being underresourced. In addition the Promoter shall identify a dedicated liaison who shall
coordinate with local schools and FOWC to make the "F1 In Schools Program" available in
schools within the City. In addition the Promoter shall make available to students tours of the
Race facilities (with the assistance of FOWC) before the Race is held. Pursuant to the Park Use
Agreement the Promoter will also be making a substantial financial commitment for the City's
playground facilities during the Term.
7. PROMOTER'S OBLIGATIONS.
7.1 Execution of the Event. The Promoter shall, subject to the terms and
conditions set forth in this Agreement and receipt of all consents and approvals from private and
public stakeholders that are reasonably necessary to host the Event on commercially practicable
terms, schedule, stage, execute and promote one (1) Race within the City each year during the
Term, commencing in 2019, for a total of ten (10) Races during the Term.
7.2 Track Design and Development Concept. The Promoter shall, subject to
the terms and conditions set forth in this Agreement, submit a Track Design and a Development
Concept to the City for each Event.
7.3 Timely Submission of Permits & Applications. The Promoter shall submit
all required applications for permits, street closures and other Event -related activities and
installations to the appropriate government officials, agencies and/or departments.
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7.4 Emergency Personnel. The Promoter shall ensure that police, fire and
emergency personnel are on -site before, during and after each Event as may be reasonably
necessary for security and safety purposes, with all security and safety staffing plans to be
mutually agreed upon by the Parties in writing following a period of good faith, in -person
consultation between the City's police and fire chiefs (or their designees) and the Promoter's
operations teams. Such police, fire and emergency personnel shall be provided by the City based
on this plan as part of the services provided under Section
7.5 Trackside Signage. The Promoter shall provide one TV visible trackside
sign promoting the City.
8. FOWC OBLIGATIONS.
8.1 Inclusion of Race in Championship Calendar. Subject to receipt of all
necessary permits, agreements, and Track Design compliance with all FIA regulations, FOWC
shall nominate the Race to FIA for inclusion on the Championship calendar, with a mutually
agreed -upon date in October 2019 to be nominated to the FIA as the date for the inaugural Race.
8.2 Live Broadcast & Beauty Shots. FOWC shall use commercially
reasonable efforts to ensure that each Race is broadcast both domestically and internationally,
with frequent aerial shots of the Circuit and the City's downtown metropolitan area and periodic
references to "Miami" as the location of the Event during such broadcasts.
8.3 Number of Cars. FOWC shall make commercially reasonable efforts to
ensure that at least sixteen (16) cars participate in each Race.
9. TRUST OBLIGATIONS.
9.1 Use of Parks. The Trust shall provide the GP Parties and their designees
with a license to use of Bayfront Park and Museum Park in connection with each Event in
accordance with the terms and conditions of the Park Use Agreement. In the event of an express
and direct conflict between the terms of this Agreement and the terms of the Park Use
Agreement, the terms of this Agreement shall govern.
9.2 Use of Miamarina. To the extent not already encumbered by a lease or
license, the City Parties shall reserve, for the one (1) week period leading up to each Event and
inclusive of the Event dates, all of the deep water yacht slips at the Miamarina suitable for yachts
of up to one hundred fifty feet (150') in length, which slips may be used by the Promoter or its
designees during such period at a rate not to exceed thirty dollars ($30) per foot. The City shall
also reserve two (2) of the deepwater slips at Bayfront Park and all of the deepwater slips
adjacent to Museum Park at the same rate. The City shall provide the Promoter with the number
of available deep water slips no later than sixty (60) days before the Event Window. The City
shall also permit the Promoter (at no additional cost to the Promoter) to install floating docks or
stage a barge, as the case may be, in any area where such floating docks or barges can be legally
installed at the Promoter's expense. Any charges for the use of slips at the Miamarina and/or the
Parks shall be considered as part of the City Services and the VIK Cap as defined in Section
10.4, to the extent the VIK Cap is not otherwise exhausted.
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10. CITY OBLIGATIONS.
10.1 Use of the Premises. The City shall allow the GP Parties and their
designees to use the Premises on a rent free basis in connection with each Event. To the extent
that any real property within or adjacent to the Circuit, but outside the boundaries of the Parks, is
owned or otherwise controlled by the City and is reasonably required by Promoter to effectuate
the Development Concept submitted to the City in connection with the Event, the City grants to
Promoter a revocable license to use such property in connection with the Event. In addition the
City shall grant the GP Parties such access to the Premises as may be reasonably necessary for
construction of the Improvements contemplated in connection with the Development Concept
beginning not later than six (6) months prior to the Event Window.
10.2 Clean Zone. The City shall enact by June 1, 2019 a "clean zone"
ordinance which shall be coterminous with the Term, encompassing the streets and rights -of -way
and sidewalks between Biscayne Bay serving as the east border and the west side of Northeast
2nd Avenue serving as the west border; and Biscayne Bay Way and Miami Riverwalk serving as
the south border and the MacArthur Causeway serving as the north border (the "Clean Zone")
which is more specifically outlined on Exhibit "E", which is attached to and incorporated in this
Agreement, which ordinance shall, at a minimum, prohibit the following activities by any party
other than the GP Parties and their designees within the Clean Zone during the Event Window:
(a) the sale of goods, wares, and merchandise by peddlers, itinerant vendors and any person who
has been issued a permit for sidewalk vending pursuant to Section 39-28 of the City Code; (b)
the placement of retail sidewalk displays pursuant to Section 54 of the City Code; (c) the
distribution of any type of commercial materials, including but not limited to, handbills,
circulars, cards, posters, brochures or booklets, free products (otherwise referred to as
samplings), services, pamphlets, flyers or coupons and other commercial promotional giveaways
on a public street, sidewalk, or public right-of-way in the Clean Zone, unless sanctioned and
authorized by the City and the GP Parties; (d) inflatables, balloons, banners, pennants, flags,
building wraps, A -frame signs, projected image signs, electronic variable message signs, and
light emitting diode signs of any kind of a commercial nature and viewable from public property,
unless sanctioned or authorized by the City and the GP Parties, (e) off -site and mobile
advertising, including but not limited to, signs on or attached to a vehicle, portable device or
person, on a public street, sidewalk, public right-of-way, or any other City -owned property
within the Clean Zone, except for promotional displays sanctioned or authorized by the City and
the GP Parties, including but not limited to, those placed on existing public utility poles, (f)
construction, placement, occupation, or use of any temporary structure including but not limited
to, temporary location of tents, canopies and air -supported, air -inflated, and tensioned
membranes, on a public street, sidewalk, public right-of-way, or any other City -owned property
within the Clean Zones, unless sanctioned and authorized by the City and the GP Parties; (g) the
hosting of any temporary public hospitality event shall be prohibited within the Clean Zones,
unless sanctioned and authorized by the City and the GP Parties; (h) unauthorized peddling in the
Clean Zones; (i) the sale, or offering for sale, of Event tickets unless sanctioned and authorized
by the City and the GP Parties; (j) the sale, or offering for sale, of merchandise that is
counterfeit, infringing or otherwise illegal, including, without limitation, merchandise that bears
the trademarks, service marks, copyright, rights or other intellectual property rights of an
individual or entity, including but not limited to GP Parties merchandise, unless such individuals
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and entities consented to have their rights included on such merchandise, regardless of whether
that person is operating a permitted use, special exception use or temporary use; (k) unauthorized
filming of the Event and/or Event -related activities within the Clean Zone; and (1) the issuance of
any special event or special use permit to any individual or organization not specifically
approved by the GP Parties. The ordinance shall also provide that all permits relative to the sale
of merchandise and/or the transaction of business shall be suspended on the public streets,
sidewalks or rights -of -way and outside of any enclosed building with the exception of those that
are already permitted and licensed for the sale of food or beverages in the Clean Zone. The City
shall commit the necessary resources to enforce the Clean Zone which shall not be considered
City Services (as defined in Section 10.4). This section shall not interfere or prohibit the
advertisement on murals or billboards located in the Clean Zone through Chapter 62 of the City
of Miami Code. All advertisements outside of the Circuit shall comply with Miami 21, the
Zoning Code of the City of Miami and Chapter 62 of the City of Miami Code. Notwithstanding
the foregoing it is specifically agreed and understood that the GP Parties shall have temporary
signage and advertising in connection with the Event in and around the Circuit which will not
comply with Miami 21 or Chapter 62. All temporary Event related signage that has been
approved by the GP Parties, including trackside signage, shall be unrestricted by the rules or
regulations of the City.
10.3 Fee Waivers; No Impositions. The City agrees to waive any fees that
would otherwise be imposed by the City and/or its agencies in connection with the operation,
design, construction and installation of the Race track and Event -related activities and
Improvements (e.g., permitting fees, impact fees, processing fees, advertising, film, television
and movie fees etc.). The City also agrees not to impose, implement or levy any special taxes,
charges, fees in connection with the Event and/or targeting the Event or Event attendees. The
City agrees that any ticket surcharges that apply as of the Effective Date shall be the maximum
surcharges that may apply throughout the Term, as extended, and shall not be increased for this
Event. This waiver does not apply to any federal, state or County fees the City is required to
charge and collect.
10.4 Voluntary In Kind ("VIK') Services.
10.4.1 In addition to allowing the GP Parties and their designees to utilize
the necessary Premises, on a rent-free basis, in connection with the Event, the City shall, in
connection with each Event, provide the following services (the "City Services") to the
Promoter from time -to -time upon the Promoter's request:
10.4.1.1 Coordination of Event -related activities with
applicable municipalities, agencies and public utilities (e.g., PortMiami ("Port"), Florida
Depait,uient of Transportation ("FDOT"), Miami International Airport ("MIA"), MPA, Miami -
Dade County ("MDC"), Florida Power & Light (" FPL"), Transportation Safety Administration
("TSA"), Federal Aviation Administration ("FAA"), Homeland Security, Federal
Communications Commission ("FCC"), Downtown Development Authority ("DDA") etc.);
10.4.1.2 Assistance with maintenance of traffic plans and
coordination of Event -related activities with local stakeholders (e.g., Miami -Dade College,
Florida East Cost Railway, local businesses, developers, landowners, etc.);
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10.4.1.3 Coordination of, and assistance with, FIA track
inspections;
10.4.1.4 Coordination of, and assistance with, customs
matters (e.g., clearances, creation of a customs bonded area, special arrival and departure
screening areas, etc.);
10.4.1.5 Assistance with, and expeditious review and
processing of, requests for permits, road closures, and other consents, inspections, entitlements
and/or approvals to be provided by the City (e.g,. film permits, advertising permits, radio
frequency permits, electric and generator permits, fuel storage permits, construction permits,
etc.), with the City to make best efforts to review and process such requests and permit
applications within ten (10) days of receipt;
10.4.1.6 Assistance with requests for permits, road closures,
and other consents, entitlements and/or approvals to be provided by other governmental agencies
or entities (e.g., Port, FDOT, MPA, MDC, FCC);
10.4.1.7 All necessary police, fire rescue and traffic control
services, including, without limitation, prohibiting access to restricted areas and enforcement of
Clean Zone ordinance;
10.4.1.8 Assistance in limiting or prohibiting "ambush
marketing" attempts including persons seeking to associate with the Event through unofficial
means such as advertising, street trading, unofficial hospitality, unauthorized use of the F1 Marks
and sales of unofficial merchandise outside the Clean Zone;
10.4.1.9 City of Miami Marine patrol services, including,
without limitation, prohibiting access to restricted areas and prohibiting anchoring in the marine
area immediately to the East of the Event;
10.4.1.10 Assistance with civil works and related engineering
services (e.g., paving, striping, barriers, traffic signal management, site work, securing and/or
covering manhole covers and drains, restoration, etc.);
10.4.1.11 Solid waste disposal services;
10.4.1.12 Assistance with additional public transportation
services during the week of the Event;
10.4.1.13 Technology services (e.g., fiber connections,
broadcast cabling, etc.);
10.4.1.14 Promotion of the Event within City -controlled
media (e.g., Miami TV, bus wraps, banners on City -owned buildings, etc.); and
10.4.1.15 Any other services that are customarily provided by
the City in connection with world -class sporting and entertainment events.
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10.4.2 The City shall credit the Promoter each year commencing in
October 2019 for One Million Five Hundred Thousand and no/100 Dollars ($1,500,000) of City
Services (the "VIK Cap"). Beginning in 2020 the VIK Cap shall be increased by three percent
each year, on a compound basis. In 2018 the City shall credit the Promoter Seven Hundred Fifty
Thousand and no/100 Dollars ($750,000.00). The VIK Cap shall be used to pay for the City
Services requested and agreed to in writing in advance by the Promoter that are incremental,
direct out of pocket expenses of the City. The City shall provide the Promoter, by September 15,
2018 and by July 1 of each year thereafter for the remainder of the Term, with a schedule of
anticipated City Services that will count towards the VIK Cap. No services that would normally
be provided by the City and no administrative expenses of the City shall be considered as City
Services for which the City may take a credit against the VIK Cap. In the event that the City
Services are more expensive than such services if provided by a third party supplier/service
provider, the Promoter may request, which request may not be unreasonably denied, conditioned
or delayed, that the City purchase such services from a their party supplier / service provider so
that the Parties maximize the extent to which the VIK Cap is applied against the services
necessary for the Event.
10.4.3 The City shall cause its employees, agents, contractors and
licensees to refer to the Event as the "Formula 1 Miami Grand Prix" in media and promotional
materials, it being understood that the name of the Event may be modified by the GP Parties
from time -to -time to some other name that incorporates the word "Miami" (e.g., Formula 1
Downtown Miami Grand Prix).
10.5 Permissibility of Event. The City represents and warrants that there are no
laws, rules, regulations or other legal restrictions that would prohibit the Events contemplated
under this Agreement from being hosted on the Premises. The City agrees to promptly notify
the GP Parties in writing if any such restrictions are proposed or imposed.
10.6 Noise. Based upon the approval of this Agreement through resolution by
the City Commission, the Event shall be exempted from Section 36-4 of the Code of the City of
Miami.
10.7 MPA: The City shall procure that the MPA enters into the Parking
Authority Agreement with the Promoter as soon as reasonably practicable following the
signature of this Agreement.
11. COMMERCIAL RIGHTS.
As between the City Parties and the GP Parties, the City Parties acknowledge and agree
that all commercial rights (and any revenues derived therefrom) relating to the Event (e.g.,
broadcast, media, sponsorship, advertising, hospitality, ticketing, catering, data, trade
displays/vending sites, travel, support races/events licensing & merchandise rights, etc.) shall
belong exclusively to the GP Parties, and to the extent any such rights are deemed to belong to
the City Parties by operation of law or otherwise, such rights shall promptly be assigned to the
GP Parties in writing. In furtherance of the foregoing, the City Parties represent and warrant that
they will not enter into any agreements providing, or purporting to provide, any third party with
any commercial rights pertaining to the Event, nor shall the City Parties unreasonably restrict the
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GP Parties and/or any licensee or contractor of the GP Parties (including, without limitation,
participating teams) from exploiting the commercial rights granted to them by either of the GP
Parties or FIA (e.g., prohibiting or restricting the display of any advertising on cars, drivers or
personnel unless otherwise required by applicable law).
12. CONFIDENTIALITY.
The terms of this Agreement that deal with the responsibilities of the Parties and the
financial arrangements shall remain confidential as commercially sensitive, in that it negatively
impacts the negotiations of FOWC with other cities or countries and gives a competitive
advantage to other promoters that are negotiating or other competitors that stage major events.
This section does not, in any way, exclude public records required to be produced pursuant to
Sections 119 and 289, Florida Statutes.
13. FORCE MAJEURE.
The words "force majeure" shall mean when the GP Parties and/or the City Parties shall
be excused for the period of any delay and shall not be deemed in default with respect to the
performance of any of the non -monetary terms, covenants, and conditions of this Agreement
when prevented from so doing by cause or causes beyond the GP Parties' or the City Parties'
control (including causes to the extent due to the action or inaction of the other party), excluding
filing of bankruptcy, but which shall include, without limitation, all labor disputes, governmental
regulations or controls (other than those imposed by the City Parties), fire or other casualty,
injunctive actions, windstorms, hurricanes and other acts of god, or any other cause, whether
similar or dissimilar to the foregoing, not within the control of the GP Parties or the City Parties.
Further, the City Parties or the GP Parties, as applicable, shall only be entitled to an extension of
time, equal to the exact same period of the force majeure delay to complete its duty to perform
under the terms and conditions of this agreement. IF AN EVENT OF FORCE MAJEURE
RESULTS IN THE CANCELLATION OF AN EVENT SCHEDULED TO TAKE PLACE
DURING THE TERM, WHICH CANCELLATION SHALL BE DETERMINED BY THE
PROMOTER, THE PROMOTER SHALL HAVE THE OPTION, EXERCISABLE IN ITS
SOLE DISCRETION UPON WRITTEN NOTICE TO THE CITY PARTIES, TO
EXTEND THE TERM BY A PERIOD OF ONE (1) YEAR FOR EACH EVENT THAT IS
CANCELLED AS A RESULT OF AN EVENT OF FORCE MAJEURE.
14. MARKS.
14.1 Except as specifically authorized in this Agreement, this Agreement does
not grant to the City Parties any rights with respect to the use of any service mark, trademark,
name, symbol, or other indicia of the Promoter, FOWC, including but not limited to any or all F1
Marks or otherwise related to the Championship and/or the Event (collectively, the "Marks").
In furtherance of the foregoing and subject to the provisions of Section 14.2, each of the Parties
agrees that it shall have no right to grant any party the right to use the Marks of any other party
either alone or in connection with its Marks or in association with its Marks and the Marks of
such third party, except that the City licenses the GP Parties the royalty -free right to (i) use
depictions of the City, the City Imagery and the City's Marks as necessary to host, stage,
advertise and promote the Event, and otherwise in connection with the commercial exploitation
Formula 1 Miami Grand Prix Host City Agreement - Proposed
11
of the Championship by the FOWC and its designees, and (ii) use and/or permit third parties to
use, in perpetuity and via any and all means of media exhibition, whether now known or later
developed, the City Imagery, any photograph, video or other depiction of the Event or Event -
related activities which includes City's Marks and/or City Imagery without any additional
consent from City. The City Parties agree that they will not at any time do or cause to be done
any act or thing, directly or indirectly, which contests or in any way impairs or tends to impair or
dilutes or tends to dilute any part of the right, title and interest of the GP Parties in their
respective Marks.
14.2 Notwithstanding the foregoing, the GP Parties grant to the City a royalty -
free license to use the GP Parties' Marks, during the Term, to promote the Events and perform its
obligations under this Agreement, subject to the prior written approval of the respective owner of
the Marks in each instance (such approval to be granted or withheld in such owner's sole good
faith discretion). After a proposed use of Marks has been approved, the City Parties shall not
depart therefrom or add any element thereto in any respect (e.g., inserting or replacing any
element) without submitting such revision to, and obtaining the "final" written approval of, the
respective owner of such Marks. The City Parties represent and warrant that all materials
produced by the City Parties in connection with this Agreement shall comply with all applicable
laws, regulations, and government rules and standards. No public announcements or press
releases relating to the Event shall be issued or made by the City Parties without the prior written
approval of the GP Parties.
15. ANTI -BRIBERY PRINCIPLES.
Each Party undertakes to the others that: (a) it shall comply with applicable laws, statutes
and regulations relating to bribery and corruption; (b) it shall use its best efforts to adhere to the
Anti -Bribery Principles attached to this Agreement as Exhibit "F" and any agreed -upon
amendments thereto; (c) it shall not offer, promise, pay, authorize or give any Financial or Other
Advantage: (i) to any person in order to induce that person to improperly perform a function or
activity in connection with a business or organization, a person's employment, or a public
function; or (ii) to any Public Official or Related Person to influence that Public Official in
connection with obtaining business or a business advantage; (d) it shall maintain procedures
designed to prevent any persons who perform services for it or on its behalf from undertaking the
activities described in (c) above to obtain or retain business or a business advantage for it; (e) it
shall keep complete and accurate books, records, and accounts in connection with the Event and
this Agreement that, in reasonable detail, accurately and fairly reflect transactions and
dispositions of funds paid in connection with the Event and this Agreement. Such books records
and accounts shall be sufficient to satisfy all applicable accounting requirements, including
records concerning hospitality provided at the Event and (f) it shall promptly report in writing to
the other party any breach of this Section.
16. PERMITTED USE OF PREMISES.
16.1 The Promoter shall only perform work, or make Improvements, on or to
the Premises, which are consistent with the Development Concept for the Event. Further, the
Promoter acknowledges and agrees that the Premises shall only be used for the Event
Formula 1 Miami Grand Prix Host City Agreement - Proposed
12
("Permitted Use"). The foregoing factors shall be included and incorporated into the term
Permitted Use.
16.2 During the Term, the Promoter agrees that it shall perform the following
"milestones", within the prescribed time periods, beginning upon the Effective Date:
16.2.1 Within two (2) months of the Effective Date, the Promoter, at its
sole cost and expense, shall provide the City with the Track Design for the inaugural Race, if
substantially different than what is illustrated on Exhibit "D";
16.2.2 Within six (6) months of the Effective Date, the Promoter, at its
sole cost and expense, shall provide the City with the Development Concept together with a
construction schedule for any proposed Improvements that are incorporated in the Development
Concept and are needed in connection with staging the Event;
16.2.3 Within two (2) months of the end of the Event Window for each
Race after the inaugural Race, the Promoter, at its sole cost and expense, shall provide the City
with the Track Design for the following year's Race, if such Track Design is substantially
different than the approved Track Design from the previous year.
16.3 The Parties agree that the Track Design as set forth on the attached Exhibit
"D" is the approved Track Design for the inaugural Race unless the Promoter determines that
material changes to the Circuit are reasonably necessary, in which case the Promoter shall submit
the changes to the City for approval in accordance with Section 16.
16.4 The Promoter agrees that it shall not begin construction and/or installation
of the Track Design or the Improvements, during the Term without receiving the City's prior
written approval of the Development Concept, which approval will not unreasonably be
withheld, conditioned or delayed, and which shall be based on the Promoter having timely
completed the requirements listed in Section 16, and having secured all necessary permits.
Notwithstanding the foregoing it is understood that if the Track Design for any year's Race is
substantially the same as the Track Design for the previous year's Race, then such subsequent
Track Design shall be deemed approved by the City.
16.5 The Parties agree that all Parties will work in good faith to make any
adjustments to the Track Design that may be required for safety reasons or to comply with FIA
requirements or rules.
16.6 The City Parties grant a license for the GP Parties to use the Premises
during the Event Window and all other times necessary for delivery and installation of the
Development Concept, for the Permitted Use, including related ancillary uses, and for no other
purpose whatsoever.
17. PERMITTING AND APPROVAL PROCESS.
17.1 The City and the Promoter agree that the Promoter shall be solely
responsible for obtaining, securing and/or maintaining any and all permits and licenses,
Formula 1 Miami Grand Prix Host City Agreement - Proposed
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including, but not limited to, construction or building pennit(s), road closure permits and/or
license(s).
17.2 Upon the City's initial receipt of the Track Design or the Development
Concept the City shall review the same, reasonably and in good faith, and shall, within fifteen
(15) calendar days after receipt thereof, advise the Promoter in writing of its approval or
disapproval, setting forth in detail its reasons for any disapproval. In the event of disapproval,
the Promoter shall, within fifteen (15) calendar days after the date the Promoter receives such
disapproval, make those changes necessary to meet the City's stated grounds for disapproval.
Upon the City's receipt of the revised Track Design or Development Concept showing the
changes requested by the City, the City shall review the same, reasonably and in good faith, and
shall, within fifteen (15) calendar days after receipt thereof, advise the Promoter in writing of its
approval or disapproval, setting forth in detail its reasons for any disapproval. In the event the
Parties are not able to agree on the Development Concept or the Track Design within thirty (30)
days of submission then in that event the GP Parties shall have the option to terminate this
Agreement on five (5) days written notice to the City. Notwithstanding the foregoing the Track
Design as set forth on the attached Exhibit "D" is the approved Track Design for the inaugural
Race and no additional approvals by the City are required or necessary unless such design is
materially changed.
17.2.1 As an alternative to revising the Development Concept or the
Track Design upon receipt of the City's disapproval of the initial submission, the Promoter may
request reconsideration of such comments, by first describing in detail why it reasonably believes
that the Development Concept or the Track Design should not be changed or modified, in which
case, within fifteen (15) calendar days of such request for reconsideration, the City shall again
advise the Promoter in writing of its approval or disapproval, setting forth in detail its reasons for
any disapproval. If the City continues to disapprove after reconsideration, the Promoter shall
resubmit the revised Development Concept or Track Design to the City within fifteen (15)
calendar days after the date the Promoter receives such disapproval. Any resubmission shall be
subject to review and approval by the City, in accordance with the procedure set forth in Section
16 provided for an original submission, until the same shall receive final approval by the City.
The City and the Promoter shall in good faith attempt to resolve any disputes concerning the
Development Concept or the Track Design in an expeditious manner. If the City shall have
approved any aspect of the Development Concept or the Track Design in an earlier submission,
and no material portion of the revised Development Concept or the Track Design has affected
the earlier -approved aspect, absent extenuating circumstances, the City shall not have the right to
disapprove that which it approved earlier, unless it is determined by the City that such
Development Concept or Track Design fails to comply with applicable law(s) and/or
ordinance(s), existing as of the date of the initial submission.
17.2.2 Following completion of the Development Concept and Track
Design approval process, as described in this Section 16, the City's approved Development
Concept and Track Design, or any addition thereto, shall be the "Approved Design
Documents". The City's approval shall be in writing and each party shall have a set of the
Approved Design Documents signed by all parties as approved. In the event of any material
change that occurs after approval, including any addition thereto, the Promoter must then
Formula 1 Miami Grand Prix Host City Agreement - Proposed
14
resubmit the changed portion of the Approved Design Documents to the City for the City's
reasonable approval (irrespective of whether the change is required by another City depaithient
as part of the permitting process).
17.3 If the GP Parties' Event -related activities or other actions relative to the
Premises result in the introduction of hazardous materials or contamination of the soil and/or
groundwater, then the Promoter agrees to: (1) immediately notify the City of any contamination,
claim of contamination, or damage; (2) after consultation and with the approval of the City, to
clean up the contamination in full compliance with all applicable statutes, regulations and
standards, at the Promoter's sole cost and expense; and (3) to indemnify, defend, and hold the
City harmless from and against any claim, suits, causes of action, liability, obligations, costs
and/or fees, including any and all attorneys' fees arising from or connected with such
contamination, claim of contamination or damage.
17.4 Subject to the terms of this Section, the GP Parties' introduction of any
supplies and/or equipment to the Premises, which personal property can be removed without
damage to the Premises, shall remain the GP Parties' property and may be removed from the
Premises any time on or prior to the expiration of this Agreement.
17.5 Prior to commencing any construction and/or installations on the
Premises, or purchasing any materials, supplies, and/or services, the Promoter shall obtain and
deliver to the City, at its sole cost and expense, a one-time cash bond in the amount of One
Hundred Thousand and No/100 Dollars ($100,000.00) for construction and/or installations
costing Five Hundred Thousand Dollars or less. The cash bond shall be increased to Two
Hundred Thousand and No/100 Dollars ($200,000.00) for construction and/or installations
costing more than Five Hundred Thousand Dollars. Said bond shall be in favor of the City, the
form of such bonds shall be as provided by Section 255.05, Florida Statutes. The Promoter shall
be responsible for recording the bonds in the public records of Miami -Dade County and
providing notice to subcontractors and suppliers, as required by Section 255.05 of the Florida
Statutes. Said bond shall be maintained in full force and effect for the duration of the Term and
shall be promptly released upon the expiration of the Term or the earlier termination thereof.
18. EVENT COMMITTEE
The City Parties, the Promoter and FOWC shall each assign a person as the
relationship manager for the project (each, a "POC"), which POCs shall form an event
committee (the "Event Committee") that meets not less than monthly regarding the planning,
management and delivery of the City Services and the staging of the Event. The Event
Committee shall, among other things: (i) work together with the GP Parties' operations teams to
develop the operational plans relating to the Event; (ii) work with local public and private
stakeholders to coordinate the Event and Event -related activities; and (iii) coordinate the
provision of City Services. The Event Committee shall not publish any reports or make any
public statements regarding the Event without the prior written consent of each of the GP Parties.
19. SURRENDER OF PREMISES.
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The Promoter agrees to surrender to the City, annually at the expiration of the Event
Window, or any extension or renewal thereof, or any early termination, or cancellation of this
Agreement, the Parks in the same condition as the Parks were in at the beginning of such Event
Window, including any Improvements thereon, ordinary wear and tear excepted.
Notwithstanding anything else to the contrary, the Park Use Agreement shall exclusively govern
the terms and conditions applicable to the surrender of the Parks and the Promoter's obligation to
restore the Parks.
20. CITY NOT RESPONSIBLE FOR ACTS OF OTHERS.
The City shall not be responsible or liable to the GP Parties, or to those claiming by,
through or under the Promoter, for any loss or damage which may be occasioned by or through
the acts or omissions of persons coming onto the Premises, including but not limited to invitees,
trespassers, and/or licensees for any loss or damage resulting to the GP Parties, or those claiming
by, through or under Promoter, for themselves and/or their personal property, from any actions
or activity by such person(s), including, but not limited to, such actions or activity which is the
direct or indirect cause of any lack of security, insufficient safety measures, failure to provide
adequate or sufficient warnings, precautions, and/or inadequate protection to the Premises, the
GP Parties, or anyone claiming by, through or under the GP Parties. To the maximum extent
permitted by law, the GP Parties agrees to use and occupy the Premises at GP Parties' own risk.
The Promoter shall secure, maintain and utilize security personnel, at its sole cost and expense,
as it deems necessary, to protect the GP Parties, its guests, licensees, and/or the Premises.
21. INDEMNIFICATION AND HOLD HARMLESS.
21.1 The Promoter shall indemnify and hold harmless the City and its officers,
employees, agents and instrumentalities from any and all liability, losses or damages, including
reasonable attorneys' fees and costs of defense, which the City or its officers, employees, agents,
MPA, Trust or instrumentalities may incur as a result of claims, demands, suits, causes of actions
or proceedings of any kind or nature to the extent arising out of, relating to or resulting from the
negligent performance of this Agreement by the Promoter or its employees, agents, servants,
partners, principals, or subcontractors, except to the extent relating to or arising out of the gross
negligence or misconduct of the City or its employees, agents, servants, or principals. The
Promoter shall pay all claims and losses in connection therewith and shall investigate and defend
all claims, suits or actions of any kind or nature in the name of the City, where applicable,
including appellate proceedings, and shall pay all costs, judgments, and reasonable attorneys'
fees which may issue thereon. The Promoter expressly understands and agrees that any
insurance protection required by this Agreement, or otherwise provided or secured by the
Promoter, shall in no way limit the responsibility to indemnify, keep and save harmless and
defend the City or its officers, employees, agents and instrumentalities as provided for in this
Agreement.
21.2 The City shall indemnify and hold harmless the Promoter and its officers,
cmployccs, agents and instrumentalities from any and all liability, losses or damages, including
reasonable attorneys' fees and costs of defense, which the Promoter or its officers, cmployccs,
agents, or licensees may incur as a result of claims, demands, suits, causes of actions or
Formula 1 Miami Grand Prix Host City Agreement - Proposed
16
negligent peFfermaece of this Agreement b- the City it expley xgen nt partner,
principals, or subcontractors, except to the extent relating to or arising out of the gross
Shall also indemnify and hold harmless the Promoter and its officers, employees, agents and
instrumentalities from any and all liability, losses or damages, including reasonable attorneys'
fccs and costs of defense, which the Promoter or its officers, cmployccs, agents, or licensees
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or
Agreement. The City shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of the Promoter, where
attorneys' fccs which may issue thereon. The City expressly understands and agrees that any
insurance protection required by this Agreement, or otherwise provided or secured by the
Promoter, shall in no way limit the responsibility to indemnify, keep and save harmless and
defend the Promoter or its officers, employees, agents and licensees as provided for in this
Agrccmcnt.
21.3 FOWC shall indemnify and hold harmless the City and its officers,
employees, agents and instrumentalities from any and all liability, losses or damages, including
reasonable attorneys' fees and costs of defense, which the City or its officers, employees, agents,
or instrumentalities may incur as a result of claims, demands, suits, causes of actions or
negligent performance of by FOWC of its obligations under this Agrccmcnt or that of its
employees, agents, servants, partners, principals, or subcontractors, except to the extent relating
r its employees, agents,
Servants, or principals. FOWC shall pay all claims and losses in connection therewith and shall
invcstigatc and dcfcnd all claims, suits or actions of any kind or nature in the name of the City,
where applicable, including appellate proceedings, and shall pay all costs, judgments, and
rcasonablc attorneys' fccs which may issue thereon. FOWC expressly understands and agrees
that any insurance protection required by this Agreement, or otherwise provided or secured by
the Promoter, shall in no way limit the responsibility to indemnify, keep and save harmless and
defend the City or its officers, employees, agents and instrumentalities as provided for in this
Agrccmcnt.
21.11 The City shall indemnify and hold harmless FOWC and its officers,
employees, agents and instrumentalities from any and all liability, losses or damages, including
reasonable attorneys' fees and costs of defense, which FOWC or its affiliates, officers,
employees, agents, or liccnsccs may incur as a result of claims, demands, suits, causes of actions
or proceedings of any kind or nature to the extent arising out of, relating to or resulting from the
ncgligcnt performancc of this Agrccmcnt by the City or its employees, agents, servants, partners,
principals, or subcontractors, except to the extent relating to or arising out of the gross
negligence or misconduct of FOWC or its employees, agents, servants, or principals. The City
Shall also indemnify and hold harmless FOWC and its officers, employees, agents and
instrumentalities from any and all liability, losses or damages, including reasonable attorneys'
fees and costs of defense, which FOWC or its officers, employees, agents, or licensees may
Formula 1 Miami Grand Prix Host City Agreement - Proposed
17
to the extent arising out of, relating to or resulting from a default by the City under this
Agrccmcnt. The City shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of FOWC, whelp
attorneys' fees which may issue thereon. The City expressly understands and agrees that any
insurance protection required by this Agrccmcnt, or otherwise provided or secured by tho
FOWC, shall in no way limit the responsibility to indemnify, keep and save harmless and defend
FOWC or its affiliates, officers, employees, agents and licensees as provided for in this
Agreement.
22. LIABILITY FOR DAMAGE OR INJURY; WAIVER OF SOVREIGN
IMMUNITY.
22.1 The City waives sovereign immunity for all matters that the City has
agreed to in terms of libility for damages, indemnity and obligations for payment or credits
pursuant to the terms of this Agreement.
22.2 The City shall not be liable for any property damage or personal injury
which may be sustained by any party or person on the Premises other than the damage or injury
caused solely by a breach of this Agreement or the negligence of the City, its officers,
employees, or agents, subject to the limitations of Florida Statutes, Section 768.28.
22.3 The City Parties shall not make a claim against the Promoter, FOWC and
its affiliates, FIA, Event drivers, Event teams or Event sponsors in connection with any bodily
injury or death that arises from the operation of an Event competitor's vehicle.
22.4 The GP Parties aggregrate liability to any or all of the City Parties under
this Agreement shall under no circumstances exceed the amount of the VIK Cap unless there is
insurance actually available and collectible under the terms of the policies secured in accordance
with this Ageement by the GP Parties in which case the GP Parties' aggregate liablity shall be
increased to that insurance amount actually collected under the policy.
22.5 The City Parties agree and understand that the GP Parties are not partners
or a joint venture and each of the GP Parties has liability only for its own actions and the GP
Parties shall not be jointly and severally liable for their obligations hereunder or any liability
related to the Event.
23. CONDITIONS PRECEDENT.
Unless otherwise agreed by the Parties in writing, the Parties agree that this Agreement is
conditioned upon the occurence of the following conditions precedent:
23.1 The Trust and the Promoter entering into a Park Use Agreement and the
approval of such agreement by the Trust.
23.2 The GP Parties entering into a license agreement with Miami -Dade
County governing the use of PortMiami in connection with the Event.
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24. SUCCESSORS IN INTEREST.
It is acknowledged and agreed between the Parties that all covenants, conditions,
agreements, and undertakings contained in this Agreement shall extend to and be binding upon
the respective successors and assigns of the respective parties to this Agreement, the same as if
they were in every case named and expressed. Notwithstanding the foregoing the revocable -at -
will license for the use of the Parks is not assignable.
25. TERMINATION.
25.1 TERMINATION BY CITY: The occurrence of any of the following shall
cause this Agreement to be terminated by the City upon the terms and conditions also set forth
below:
25.1.1 Automatic Termination shall occur upon the occurrence of any of
the following events:
25.1.1.1 Institution of proceedings in voluntary bankruptcy
by the GP Parties.
25.1.1.2 Institution of proceedings in involuntary bankruptcy
against the GP Parties if such proceedings continue for a period of ninety (90) days or more.
25.1.1.3 Assignment of Agreement by GP Parties for the
benefit of creditors.
25.1.2 Termination after ten (10) days' written notice by the City to GP
Parties for doing any of the following:
25.1.2.1 Non-payment of any sums due under the Park Use
Agreement after the due date for such payments; provided, however, that such termination shall
not be effective if Promoter makes the required payment(s) during the thirty (30) day period
following mailing of the written notice.
25.1.2.2 Notice of any condition reasonably demonstrated to
be posing a material threat to health or safety of the public and not remedied within ten (10)
days from date of written notice.
25.1.3 Termination after thirty (30) days' written notice to the GP Parties
for the reason(s) as set forth below:
25.1.3.1 Non-performance by either of the GP Parties of any
material covenant of this Agreement, other than non-payment of sums due and owing under this
Agreement and other matters listed in Sections and , and failure of the GP Parties
to remedy such breach within the thirty (30) day period from receipt of the written notice, or if
such non-performance cannot with due diligence and in good faith be cured within thirty (30)
days, the GP Parties fails within said thirty (30) day period to proceed promptly and with due
diligence and in good faith to pursue curing said non-performance.
Formula 1 Miami Grand Prix Host City Agreement - Proposed
19
25.2 REVOCATION OF LICENSE FOR USE OF PARKS. The license for the
use of the Parks is revocable -at -will at any time and for any reason by the City Manager giving
the GP Parties notice not less than one (1) year before the effective date of the revocation. In the
event the City Manager revokes the license for the use of the Parks this Agreement shall not be
terminated unless after good faith efforts by the Parties, the Parties are not able to agree on an
alternative Track Design and location for the Event. If the Parties agree on an alternative Track
Design and location for the Event all terms and conditions of this Agreement shall remain in full
force and effect and the Parties shall amend this Agreement to eliminate any terms that are
specific to that part of the Premises for which the license is revoked. Those provisions relating to
the part of the Premises for which the license is revoked shall be severable from this Agreement.
In the event the Parties are not able to agree on a FIA approved Track Design acceptable to the
GP Parties in their sole discretion within thirty (30) days of the written notice of revocation of
the license then this Agreement shall be terminated and the provisions of Section 26 shall apply.
25.3 TERMINATION BY THE GP PARTIES: Each of the GP Parties shall
have the right to terminate this Agreement in the following instances:
25.3.1 At any time by giving the City at least ten (10) days prior written
notice after it has received notification that it will not receive the approval of FIA to host the
Event.
25.3.2 At any time by giving the City at least ten (10) days prior written
notice if the Track Design is not approved as set forth in Section 16.
25.3.3 At any time by giving the City at least ten (10) days prior written
notice that the GP Parties are unable to obtain the permits and/or licenses and/or approvals
materially necessary to hold the Event.
25.3.4 At any time by giving the City at least ten (10) days prior written
notice that the Race promotion contract between the Promoter and FOWC granting the Promoter
the right to host the Race has been terminated.
25.3.5 Non-performance by either of the City Parties of any material
covenant of this Agreement, and other matters listed in Sections and , and failure of
either of the City Parties to remedy such breach within the thirty (30) day period from receipt of
the written notice, or if such non-performance cannot with due diligence and in good faith be
cured within thirty (30) days, the relevant City Party fails within said thirty (30) day period to
proceed promptly and with due diligence and in good faith to pursue curing said non-
performance.
25.3.6 Failure of the Parties to agree on an alternative Track Design after
written revocation of the license to use the Parks as set forth in Section
26. RECAPTURE OF CAPITAL EXPENSE. If the City revokes the Parks license
at any point during the Term and either of the GP Parties terminate this Agreement in accordance
with Section 25 the City shall pay the Promoter the unamortized portion of the Promoter's capital
expenditure budget of , such amount to be
Formula 1 Miami Grand Prix Host City Agreement - Proposed
20
amortized on a straight line basis. For example, if the City revokes the licenses for the use of the
Parks after the second year of the Term, the City must pay promoter 9/11 of the capital
expenditures which payment would be in the amount of
. Such payment shall be made within
ninety (90) days of the notice of termination by any of the GP Parties.
27. NOTICES.
Notices provided in this Section shall include all notices required in this Agreement or
required by law. Any notice or other communication given or made pursuant to this Agreement
shall be in writing and shall be deemed given if: (i) delivered personally or by courier; (ii) sent
by certified mail, return receipt requested, with all postage pre -paid; or (iii) sent by a nationally
recognized overnight delivery service (such as FedEx or DHL) and addressed to a party at its
respective address as set forth below (or at such other address as shall be specified, in writing, by
a party, from time to time):
If to City:
With a copy to:
If to the Trust:
If to the Promoter:
Emilio Gonzalez
City Manager
City of Miami
444 S.W. 2nd Avenue
loth Floor
Miami, Florida 33130
etgonzalez@miamigov.com
Victoria Mendez
City Attorney
444 S.W. 2nd Avenue Suite 945
Miami, Florida 33130
Vmendez@miamigov.com
Jose Gello
Interim Executive Director
Bayfront Park Management Trust
301 N. Biscayne Boulevard
Miami, Florida 33133
jgello@miamigov.com
423 West 55th Street, 1 lth Floor
New York, NY 10019
Email: tgarfinkel@dolphins.com
Attention: Vice Chairman, President and CEO,
Miami Dolphins and Hard Rock Stadium
Email: mpistorius@dolphins.com
Attention: General Counsel
Formula 1 Miami Grand Prix Host City Agreement - Proposed
21
with a copy to:
If to FOWC:
Bilzin Sumberg Baena Price & Axelrod
1450 Brickell Avenue
23rd Floor
Miami, FL 33131
Attention: Sara B. Herald
Email: sherald@bilzin.com
N°2 St James's Market
London SW 1Y 4AH
England
Email: legalnotices@fl.com
Attention: Legal Department
Email: ctargett-adams@fl.com
Attention: Director of Promoters and Business
Relations
All such notices and other communications shall be deemed given on the date of personal
or local courier delivery, or delivery to overnight courier or express delivery service, and shall be
deemed to have been received upon receipt or refusal thereof. For the sake of convenience and
rapidity of transmission, copies of notices may be sent by electronic transmission, but such
transmissions alone, shall not be deemed to satisfy the notice requirements of this Agreement
absent a written acknowledgement by the other party of actual receipt or the giving of notice by
one of the other means as stated above.
28. INSURANCE.
Prior to commencing the installation or staging of anything on the Premises, the Promoter
shall furnish to the City of Miami Risk Management Department, 444 S.W. 2nd Avenue, 9th
Floor, Miami, Florida, 33130, Certificate(s) of Insurance which indicate that insurance coverage
has been obtained which meets the requirements as outlined on Exhibit "G". Notwithstanding
the foregoing for the 2018 Fan Fest the Promoter shall only be required to provide $1,000,000.00
in general liability insurance and Workmen's Compensation insurance as required by statute.
29. PERMITS, REGULATIONS & SPECIAL ASSESSMENTS.
29.1 The Promoter covenants and agrees that during the Term, the Promoter
will obtain any and all necessary governmental permits, licenses, certificates, authorizations,
warrants, and approvals, and that all uses of the Premises will be in complete conformance with
any and all applicable laws, ordinances, codes, rules, regulations, and the City, subject to the
provisions of Section 17, shall reasonably cooperate with the Promoter in obtaining the same.
29.2 Any and all charges, taxes, or assessments lawfully levied against the
Event shall be paid by the Promoter, and failure to do so will constitute a breach of this
Agreement.
Formula 1 Miami Grand Prix Host City Agreement - Proposed
22
29.3 City as Sovereign. It is expressly understood and agreed that
notwithstanding any other provision of this Agreement and the City's status under this
Agreement:
29.3.1 The City retains all of its sovereign prerogatives and rights as a
city under Florida laws and shall in no way be estopped from withholding or refusing to issue
any approvals of applications for building, planning or development under present or future laws
and regulations of whatever nature applicable to the planning, design, construction and
development of the Event and/or the operation thereof, or be liable for the same; and
29.3.2 The City shall not by virtue of this Agreement be obligated to grant
the GP Parties any approvals of applications for building, planning or development under present
or future laws and ordinances of whatever nature applicable to the planning, design, construction,
development, and/or operation of the Event.
29.3.3 No Liability for Exercise of Police Power. Notwithstanding and
prevailing over any contrary provision in this Agreement, and/or any other document relating to
this matter, including any covenant or obligation of the City that may be contained in this
Agreement, or any implied or perceived duty or obligation of the City including but not limited
to the following:
29.3.4 To cooperate with, or provide good faith, diligent, reasonable or
other similar efforts to assist the GP Parties, regardless of the purpose required for such
cooperation;
29.3.5 To execute documents or give approvals, regardless of the purpose
required for such execution or approvals;
29.3.6 To apply for or assist the GP Parties in applying for any county,
city or third party permit or needed approval; or
29.3.7 To contest, defend against, or assist the GP Parties in contesting or
defending against any challenge of any nature;
shall not bind the City Commission or any county, city, federal or state depaittnent or authority,
committee or agency to grant or leave in effect any variances, permits, waivers, contract
amendments, or any other approvals that may be granted, withheld, or revoked in the discretion
of the City or any other applicable governmental agencies in the exercise of its police power; and
the City shall be released and held harmless by the GP Parties from and against any liability,
responsibility, claims, consequential or other damages, or losses to the GP Parties or to any third
parties resulting from denial, withholding or revocation (in whole or in part) of any variances,
permits, waivers, amendments, or approvals of any kind or nature whatsoever. Notwithstanding
any other provision of this Agreement, the City shall have no obligation to approve, in whole or
in part, any application for any type of permit, license or any other type of matter requiring
government approval or waiver. The City's obligation to use reasonable good faith efforts in the
permitting of the use of Premises for the Event shall not extend to any exercise of quasi-judicial
or police powers, and shall be limited solely to ministerial actions, including the timely
Formula 1 Miami Grand Prix Host City Agreement - Proposed
23
acceptance and processing of any requests or inquiries by the GP Parties as authorized by this
Agreement. Moreover, in no event shall a failure of the City to adopt any of the GP Parties'
request or application for any type of permit, license or any other type of matter requiring
government approval or waiver be construed a breach or default of this Agreement.
30. WAIVER.
If, under the provisions of this Agreement, the City Parties or the GP Parties shall
institute proceedings and a compromise or settlement thereof shall be made, the same shall not
constitute a waiver of any covenant contained in this Agreement nor of any of the City Parties'
or GP Parties' rights under this Agreement, unless expressly stated in such settlement agreement.
No waiver by the City Parties or the GP Parties of any provision of this Agreement shall be
deemed to have been made unless expressed in writing and signed by the Parties. No expressed
waiver by the City Parties or the GP Parties of any breach of covenant, condition, or agreement
contained in this Agreement shall operate as a future waiver of such covenant, condition, or
agreement itself, or of any subsequent breach thereof.
31. NOTIFICATION OF ANY INJURY ON THE PREMISES.
The Promoter agrees that it will, immediately after becoming aware, notify the City
should any person(s) sustain(s), or is found to have sustained, a serious bodily injury or dies on
or about the Premises, due to any cause that might give rise to liability for or to the City, for
personal injury or wrongful death. The Parties agree that the definition of serious bodily injury
shall include, but not be limited to, any injury to a person which requires medical treatment
either at a hospital or by emergency medical technicians. Further, in instances where someone
sustained a serious bodily injury or died, due to any cause that might give rise to liability for or
to the City, for personal injury or wrongful death, in addition to any other requirement(s)
regarding notice under this Agreement, the Promoter shall also immediately upon gaining
knowledge of same (same day, or in situations where the same day is not possible, then next day)
call the City's Risk Management Department, and notify the director of such incident, in detail,
with or without the name of the individual that died or sustained the serious bodily injury.
Further, in instances where an individual died or sustained a serious bodily injury, the Promoter
must complete a detailed injury and incident report and immediately upon gaining knowledge of
same (same day or next day) send it to the City, in accordance with the terms of the notice
provisions found in this Agreement.
32. DISPUTE ESCALATION AND RESOLUTION PROCESS.
To the extent there is a disagreement between the Parties that cannot be resolved after a
period of good faith consultation, any party to the dispute may request, in writing (email will
suffice) that such dispute be escalated to a dispute resolution committee (the "Escalation
Committee") comprised of the City Manager, the Promoter's then -current chief executive
officer (or his or her designee), and a senior executive of FOWC (to be designated by FOWC at
the time of escalation), who shall meet and confer in -person or telephonically in an attempt to
resolve the matter. Any dispute that remains unresolved after the Escalation Committee has met
and conferred shall be resolved exclusively by binding and confidential arbitration pursuant to
Section 34. For purposes of this Agreement, "mutually agreed upon" or "mutually agree upon"
Formula 1 Miami Grand Prix Host City Agreement - Proposed
24
and similar provisions referencing mutual agreement, as the context may require, means the
mutual agreement of the GP Parties and the City Parties following good faith, reasonable
consultation taking into account appropriate business considerations of each Party and for which
neither Party's agreement shall be unreasonably withheld, conditioned, delayed or denied, unless
otherwise provided in this Agreement.
33. GOVERNING LAW.
This Agreement, including any exhibits or amendments, if any, and all matters relating
thereto (whether in contract, statute, tort or otherwise) shall be governed by and construed in
accordance with the laws of the State of Florida, without application of conflict of law principles.
The Parties agree that venue shall be in Miami -Dade County, Florida.
34. ARBITRATION.
Any dispute, claim or controversy arising out of or relating to this Agreement, or the
breach, termination, enforcement, interpretation or validity of this Agreement, including the
determination of the scope or applicability of this Agreement to arbitrate, shall be resolved
exclusively by binding and confidential arbitration in Miami, Florida, under the auspices of
JAMS, pursuant to its streamlined COMMERCIAL arbitration rules and procedures (or by any
other set of commercial arbitration rules mutually agreed -upon by the Parties). Such proceedings
shall be resolved by one arbitrator if the amount of the claim, as determined by JAMS following
an initial case management conference, is ten million U.S. dollars (US$10,000,000) or less, or
three arbitrators if the amount of the claim is more than ten million U.S. dollars
(US$10,000,000). If the Parties cannot agree on arbitrator(s) from a list provided by JAMS, the
arbitrator(s) shall be selected by JAMS using its standard operating procedures for selection of
arbitrators. Any award issued as a result of such arbitration shall be final and binding between
the Parties, and shall be enforceable by any court having jurisdiction over the party against
whom enforcement is sought, including, without limitation, the United States District Court for
the Southern District of Florida and the Eleventh Judicial Circuit Court in Miami -Dade County,
Florida, which courts the Parties irrevocably agree to submit themselves to, and not contest, for
purposes of forum and the exercise of personal jurisdiction. A ruling by the arbitrator shall be
non -appealable. The Parties agree to abide by and perform any award rendered by the
arbitrators. If either party seeks enforcement of the terms of this Agreement or seeks
enforcement of any award rendered by the arbitrator, then the prevailing party to such
proceeding(s) (as designated by the arbitrator) shall be entitled to recover its costs and expenses
(including reasonable attorneys' fees) from the non -prevailing party, in addition to any other
relief to which it may be entitled. Each party covenants and agrees to act as expeditiously as
practicable in order to resolve all disputes by arbitration. Each party further agrees that process
may be served upon such party in any manner authorized under the laws of the United States or
Florida, and waives any objections that such party may otherwise have to such process. The
Parties agree to keep confidential all arbitration proceedings, all awards in their arbitration,
together with all materials in the proceedings created for the purpose of the arbitration and all
other documents produced by another party in the proceedings not otherwise in the public
domain.
35. MISCELLANEOUS.
Formula 1 Miami Grand Prix Host City Agreement - Proposed
25
35.1 This Agreement shall constitute the entire agreement between the Parties
and no modification of this Agreement shall be effective unless made by supplemental
agreement in writing executed by the Parties. Any prior written or verbal agreements and
understandings are merged into, and are superseded by, this Agreement.
35.2 This Agreement shall not be modified or amended in any way unless such
modification or amendment is in writing and signed by each of the Parties.
35.3 Neither this Agreement nor any part of this Agreement nor any service,
relationship, or other matter alluded to in this Agreement are intended for the benefit of any third
party.
35.4 If anyone or more of the provisions of this Agreement, or the applicability
of any such provision to a specific situation shall be held invalid or unenforceable, such
provision shall be modified to the minimum extent necessary to make it or its application valid
and enforceable, and the validity and enforceability of all other provisions of this Agreement and
all other application of such provisions shall not be affected thereby.
35.5 Unless the context clearly requires otherwise, the singular number in this
Agreement shall include the plural, the plural number shall include the singular, and any gender
shall include all genders. Titles and captions in this Agreement shall not affect the construction
of this Agreement.
35.6 Time is of the essence under this Agreement.
35.7 This Agreement may be executed in counterparts which when taken
together shall constitute an entire agreement. PDFs, or electronic transmission of signatures shall
be acceptable.
35.8 Each signatory of this Agreement represents that he or she has the
authority to execute, bind and deliver the same on behalf of the party to this Agreement for
which such signatory is acting.
35.9 This Agreement shall not be construed more strictly against one party than
against the other merely by virtue of the fact that this Agreement may have been physically
prepared by one of the parties, or such party's counsel, it being agreed that the Parties and their
respective counsel have mutually participated in the negotiation and preparation of this
Agreement.
35.10 The Trust has approved the Park Use Agreement and all provisions in this
Agreement relative to indemnification, hold harmless, duty to defend, and insurance shall be
applicable to the Park Use Agreement as if incorporated therein.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Formula 1 Miami Grand Prix Host City Agreement - Proposed
26
EXHIBITS:
Exhibit A Proposed Event Logos/Marks
Exhibit B Parking Authority Agreement (to be provided)
Exhibit C Park Use Agreement
Exhibit D Track Design
Exhibit E Clean Zone Area (map to be provided showing as described in
Agreement)
Exhibit F Anti -Bribery Principles
Exhibit G Insurance Requirements
[SIGNATURE PAGE FOLLOWS]
Formula 1 Miami Grand Prix Host City Agreement - Proposed
The Parties have freely and voluntarily entered into and executed this Agreement as of
the Effective Date.
CITY OF MIAMI
FORMULA ONE WORLD
CHAMPIONSHIP LIMITED, a company
incorporated in England and Wales
By: By:
Name: Name:
Title: Title:
SOUTH FLORIDA RACING, LLC, a
Delaware limited liability company
By:
Name:
Title:
NEED TO ADD CITY SIGNATURES
Formula 1 Miami Grand Prix Host City Agreement - Proposed
EXHIBIT A
MARKS AND LOGOS
Formula 1 Miami Grand Prix Host City Agreement - Proposed
Formula 1
Miami Grand Prix 2019
Miami [insert date here]
1
4iim
Formula 1
Miami Grand Prix 2019
Miami [insert date here]
Miami Race Title lock -up
FORMULA 1
GRMIAND PRIX
ova
Above the line devices
.1/
FORMULA 1
GRAND PRIX
�0.9 �
EXHIBIT "B"
MPA AGREEMENT
[To be provided]
EXHIBIT "C"
PARK USE AGREEMENT
DRAFT
EXHIBIT "C"
PARK USE AGREEMENT
This Park Use Agreement ("Agreement") is made as of this day of July, 2018 (the
"Effective Date"), by and between the Bayfront Park Management Trust, a limited agency and
instrumentality of the City of Miami ( the "Trust"), and South Florida Racing, LLC, a Delaware
limited liability company with its principal place of business located at 423 West 55th Street, l lth
Floor, New York, NY 10019 (the "Promoter"). The Trust and the Promoter are sometimes
collectively referred to as the "Parties".
BACKGROUND STATEMENTS
A. The Trust is responsible for the operation and management of: (a) the park and boat
slips owned by the City of Miami (the "City"), located at 301 N. Biscayne Blvd., Miami, Florida
33132, and known as Bayfront Park ("Bayfront Park"); (b) the park and deep -water boat slip
owned by the City located at 1095 Biscayne Blvd. ("Museum Park") and (c) the marina located
adjacent to Bayfront Park ("Miamarina"). Bayfront Park and Museum Park are sometimes
collectively referred to as the "Parks".
B. The Promoter wishes to use the Parks for certain fan activities in connection with
the staging of the Formula 1 Miami Grand Prix (the "Fan Fest") and for the Formula 1 Miami
Grand Prix (the "Race"). The Fan Fest and the Race are collectively referred to as the "Event".
C. The City, the Trust and the Promoter are parties to a Host City Agreement which
shall become effective upon a passage of the Host City Agreement by the Miami City Commission
with a four -fifths (4/5ths) vote set for July 26, 2018, and the agreement outlines the terms and
conditions pursuant to which the Promoter will develop and operate the Event.
D. The Parties desire to enter into an Agreement describing in more specificity the use
of the Parks and Miamarina for the staging and operation of the Event and by which the Trust will
grant the Promoter a revocable -at -will licence by the City Manager.
E. This is a multi -year Agreement and as such regardless of Trust approval is expressly
subject to the separate approval of the Miami City Commission as a condition precedent to its
effectiveness and validity. If the Miami City Commission fails approve this Agreement it will be
of no further force and effect.
F. All indemnification, hold harmless, duty to defend, insurance, termination,
repayment of capital expense and other contractual terms not expressly written in this Agreement
are incorporated by reference from the City Commission approved Host City Agreement and shall
be binding for the Park Use Agreement as if incorporated herein.
Bayfront Park Use Agreement - Proposed
1
DRAFT
In consideration of the covenants and agreements set forth in this Agreement, the Trust
grants the Promoter the privilege of entry upon the Parks, for the purpose of conducting the Event,
on the terms and conditions set forth in this Agreement.
TERMS
1. BACKGROUND STATEMENTS.
The Background Statements are true and correct and are incorporated into and made a part of
this Agreement.
2. DEFINITIONS.
All terms not specifically defined in this Agreement shall have the meanings ascribed to them
in the Host City Agreement.
3. TERM.
The term of this Agreement shall commence as of the Effective Date and expire on December
31, 2028, unless earlier cancelled as provided herein, subject to the terms and conditions set forth
in this Agreement (the "Term"). This Agreement shall expire, without notice, on December 31,
2028, or on such earlier date as provided for in this Agreement, which shall be described as the
"Expiration Date". The Term can be extended by an additional ten (10) year period provided that
such extension is evidenced by a written agreement executed by the Parties and dated no later than
July 1, 2026
4. REVOCABLE -AT -WILL LICENSE
Notwithstanding any other provisions in this Agreement the Trust is granting the Promoter
only a revocable -at -will license for the use of the Parks and the Miamarina during the Event
Window and as reasonably necessary prior to the Event Window for construction of the
Improvements contemplated by the Development Concept. The effective date of the license is the
Effective Date of this Agreement and such license may be revoked at the will of the City Manager,
for convenience and without cause, at any time by written notice to the Promoter in accordance
with the terms set out in this Agreement. The license shall continue for the Term as such may be
extended in accordance with this Agreement and shall continue until revocation /cancellation by
the City Manager as provided in the Host City Agreement.
5. EVENT AND EVENT WINDOW.
5.1. The Event shall take place at the Parks each year during the Term commencing in
2019 on the Wednesday, Thursday, Friday, Saturday and Sunday that coincide with the dates
Bayfront Park Use Agreement - Proposed 2
DRAFT
assigned by FIA for the hosting of the Formula 1 Miami Grand Prix and support races,
provided, however, that for the 2018 calendar year, the Parties acknowledge and agree that,
the Promoter shall host only the Fan Fest at Bayfront Park within the period of October 17 to
21 2018 (inclusive) to coincide with the Formula 1 2018 United States Grand Prix.
5.2. The Promoter shall advise the Trust, in writing, of: (a) the anticipated Event dates
each year during the Term no later than twelve (12) months prior to the commencement of the
applicable Event; and (b) the final Event dates each year during the Term no later than six (6)
months prior to the commencement of the applicable Event. Once anticipated Event dates
have been provided to the Trust, the Trust shall hold such dates and ensure that no other events
are permitted to take place upon the Parks during the Event Window (as defined in Section
5.3), unless the Promoter consents in writing to the scheduling of such other events.
Notwithstanding the foregoing the Trust shall not agree to grant any use or license of the Parks
to anyone other than the Promoter for any special events during the month of October and the
first two weeks of November during the Term without first obtaining the written consent of
the Promoter.
5.3. Set-up for the Event will begin fourteen (14) calendar days prior to the
commencement of each Event at 6:00 a.m. (the "Load In Period"), and tear -down will
terminate no later than seven (7) days following the conclusion of the Event by 11:59 p.m.
("Tear Down Period"), such period between the beginning of the Load In Period and the end
of the Tear Down Period and such other times during which access as is reasonably necessary
to deliver and stage the Event being the "Event Window." These dates and times are firm.
TIME IS OF THE ESSENCE in this Agreement.
5.4. Unless otherwise specifically and expressly provided in this Agreement or
specifically and expressly provided in the Host City Agreement, the Promoter shall be
completely responsible for the production, coordination, permitting, security, garbage and
trash debris clean-up, traffic and pedestrian management, and management of the Event, at its
sole cost and expense. For the avoidance of doubt the Promoter shall be permitted to fulfil
such obligations as part of the City Services up to the VIK Cap. All references to the Promoter
includes the Promoter and its consultants, contractors, agents, representatives, and employees
all of whom are the responsibility of the Promoter.
6. SOUND LEVEL AND SOUND CHECKS.
Based upon the approval of the Host City Agreement through resolution by the City
Commission, the Event shall be exempted from Section 36-4 of the Code of the City of Miami.
The Promoter agrees that there will be no sound checks before 5:00 pm on any weekday (Monday
through Friday during the Load In Period). The Promoter agrees that all sound checks must be
coordinated with the Park's Event Coordinator. City of Miami Noise Ordinances and other
applicable noise regulations (not already exempted under this Section) will apply and be complied
with by the Promoter unless otherwise waived by City Commission in the Host City Agreement.
All permits and approvals required by applicable regulations will be obtained, and complied with,
by the Promoter in accordance with the terms of the Host City Agreement.
7. RESTROOM FACILITIES:
Bayfront Park Use Agreement - Proposed 3
DRAFT
The Promoter agrees to provide adequate portable restroom facilities, which shall be open and
operational during the Event Window.
8. CONDITION OF PREMISES.
8.1. Inspection: The Promoter will inspect the Premises one (1) week prior to the
commencement of each Event and accepts them in the then -present condition and agrees
to maintain and return the same in no worse condition, excepting permanent installations
and changes to the Parks which are part of the approved Development Concept.
8.2. Restoration After Each Event: Upon the conclusion of each Event during the Term, the
Promoter will diligently and continuously work to resume and finish the Parks' agreed
upon restoration (excepting installations and changes to the Parks which are part of the
approved Development Concept), subject to the Trust's approval, which shall not be
unreasonably withheld or delayed. The Promoter shall complete all restoration no later
than [ten days (10) days] following the end of the Event Window, with the exception of
any re -sodding, which the Promoter shall have until thirty (30) days following the end of
the Event Window to effectuate. The Promoter shall make a qualified representative
available (for whom the Trust shall retain approval rights, such approval not to be
unreasonably withheld) to review, discuss and implement a course of action as a result of
damage to the Parks in accordance with the terms mentioned in Section 12.
8.3. Restoration At the End of the Term: Save where either the Trust or the City of Miami has
revoked the licence pursuant to Section 4 of this Agreement or the Host City Agreement
(respectively), at the end of the Term, as extended by this Agreement, the Parties shall
agree upon a restoration plan to remove any permanent installations that are no longer
needed in the Parks. The Parties shall agree upon such restoration plan within sixty (60)
days of the completion of the last Event and if the Parties are unable to agree on a plan the
Parks shall be restored to substantially the same condition as they were in as of the
Effective Date, reasonable wear -and -tear and agreed -upon permanent imporvements (e.g.
playground improvements) excepted. In no event shall the cost of such restoration plan
exceed One Million and NO/100 Dollars ($1,000,000.00). The Promoter shall be
responsible for executing and paying for such restoration subject to the limitations set forth
in this Section
9. DISPENSING OF BEER AND/OR WINE AND NON-ALCOHOLIC BEVERAGES.
9.1. The Promoter agrees to dispense all beverage products in plastic bottles/cups or paper cups
only. No beverages are to be dispensed in bottles (other than plastic), styrofoam or cans.
9.2. Promoter agrees that beer and/or wines sales will stop at 11:00 p.m. Notwithstanding the
foregoing, events that serve, but do not sell, beer, wine, or alcohol, are permitted in
designated areas after 11:00 p.m.
Bayfront Park Use Agreement - Proposed 4
DRAFT
10. COMPENSATION AND PARK EXPENSES:
10.1. In consideration of the use of the Premises, the Promoter shall pay to the Trust, a
use fee per Event from 2019 onwards ("Use Fee") of Fifty Thousand and No/100 Dollars
($50,000.00).
10.2. Promoter shall work in good faith with the City to make improvements to one (1)
playground located in an under-resourced neighbourhood within the City limits in each of
the 2019, 2021, 2023, and 2025 calendar years, it being acknowledged and agreed that the
cost to be borne by Promoter in connection with each such playground improvement
project shall not exceed One Hundred Thousand and NO/100 Dollars ($100,000.00). The
selection, design and process for the park installation and/or rehabilitation shall be agreed
upon by the Promoter and the City's Director of Parks and Recreation.
10.3. Any reasonable public safety and solid waste expenses generated in connection
with the hosting of each Event shall be borne by the City and credited against the VIK
Cap, with any expenses in excess of the VIK Cap to be paid by Promoter to the Trust no
later than thirty (30) days after the Event Window.
11. TERMS OF PAYMENT.
The Promoter shall submit to the Trust, in the form of cashier's check, money order or cash,
no later than seven (7) days prior to the commencement of the Event Window each year starting
in 2019 the Use Fee and the Damage Deposit, as defined in Section 13.
12. TICKET SALES
12.1. The Promoter agrees to pay the City all applicable ticket surcharges as stated in
Section 53-1(b) of the Code of the City of Miami and ordinance 10509 of the City of
Miami, as amended in respect of Event tickets for seating areas located within the Parks
only. As adopted on October 26, 2017, the applicable ticket surcharge for such Park areas
is as follows:
12.1.1. $0.75 on all tickets between $1.00 to $14.99;
12.1.2. $1.00 on all tickets between $15.00 to $29.99;
12.1.3. $2.00 on all tickets between $30.00 to $99.99;
12.1.4. $3.00 on all tickets between $100.00 to $249.99;
12.1.5. $5.00 on all tickets between $250.00 to $449.99;
12.1.6. $10.00 on all tickets between $500.00 to $999.99;
12.1.7. $12.00 on all tickets $1,000.00 and over.
Bayfront Park Use Agreement - Proposed 5
DRAFT
12.2. The ticket surcharge fee applicable to seating areas in the Parks at each Event will
at no point be more than the prices listed above after the Effective Date and the Event shall
be exempt from changes to the surcharge that are enacted after the Effective Date and
during the Term.
12.3. For the avoidance of doubt:
12.3.1. no ticket surcharge, or an amount equal to the ticket surcharge, shall apply to any
complimentary tickets issued in respect of the Event; and
12.3.2. any applicable ticket surcharge shall only be payable per ticket in respect of each
such ticket sold and issued for a seating area in the Park, irrespective of whether such
ticket provides admission for one or more days of the Event.
12.4. The amount of the ticket surcharge shall be paid to the Trust no later than 30 days
after the Event Window, when the box office receipts are settled.
13. DAMAGE DEPOSIT.
13.1. The Promoter shall provide the security deposit to secure its performance of all of
Promoter's obligations of this Agreement in accordance with the Host City Agreement.
13.2. A joint inspection of the Premises will be made by the parties prior to the
commencement of works by the Promoter for each Event and within two (2) business days
after the completion of each Event and the amount of the Damage Deposit shall be applied
toward the payment of necessary repairs, if any.
14. BANNER PLACEMENT.
14.1. The Trust reserves the right to restrict placement of banners in the Parks if such
banners are not compliant with applicable laws or are immoral.
14.2. Promoter is responsible for compliance with the City of Miami and Miami -Dade
County Sign Codes for any any signage and for applicable banner regulations for banners.
14.3. No banners or signs will advertise tobacco, gambling or adult entertainment unless
otherwise agreed by the Parties and permitted by applicable laws.
15. ADVERTISING
When advertising for the Event the correct address for Bayfront Park is 301 N. Biscayne
Boulevard, Miami, Florida 33132 and the correct address for Museum Park is 1095 Biscayne
Blvd.
16. FOOD & ARTS & CRAFTS LOCATIONS
The Trust and the Fire Marshall of the City reserve the right to inspect all food and craft
booths for the Event with proper and advance notification to the Promoter.
Bayfront Park Use Agreement - Proposed 6
DRAFT
17. CATERING.
The Promoter, at its own cost, shall provide catering, food and beverages and the clean-up
of the designated food area during the Event. The Parties acknowledge and agree that the Promoter
has hired or will hire, at the Promoter's cost and expense, a concession coordinator, whose
responsibility will be to oversee and approve the coordination of all concession operators, and to
report to the Trust and require immediate correction of any acts that do not conform to this
Agreement, including, but not limited to, the adherence to all State, County, City and Trust health
and zoning codes, rules and regulations.
18. AWARD OF AGREEMENT.
The Promoter represents and warrants to the Trust that it has not employed or retained any
person or company employed by the Trust to solicit or secure this Agreement and that it has not
offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee,
or gift of any kind contingent upon or in connection with, the award of this Agreement.
19. INDEPENDENT AUDITOR GENERAL — ACCESS TO DOCUMENTS
19.1. The City of Miami has established the Office of the Independent Auditor
General ("IAG"), to provide the City Commission with independent oversight of audit
and analytical functions of the City. Pursuant to Section 38-111(b) of the Code of The City
of Miami, the City of Miami shall have the right to audit any books, accounts,
expenditures, receivables, and contracts of the Trust, and such Audit may be performed
by the IAG. The IAG shall have the power to audit, and to make copies of or extracts
from all financial and related records (in whatever form they may be kept, whether written,
electronic, or other) relating to or pertaining to this Agreement.
19.2. Any information deemed to be confidential, proprietary, or a trade secret under
Florida law, but integral to completing audit procedures, such information will be timely
provided but will be excluded from the audit work papers.
19.3. The Promoter shall, at all times during the term of this Agreement and for a period
of two (2) years after the completion of this Agreement, maintain such records, together
with such supporting or underlying documents and materials available in a location within
Miami -Dade County, Florida as may be requested by the City.
19.4. Nothing in this Section shall impair any independent right of The City of Miami,
pursuant to applicable laws and regulations, to conduct audits or investigate activities. The
provisions of this Section are neither intended nor shall they be construed to impose any
liability on The City of Miami by the Promoter or third parties
20. NON-DISCRIMINATION.
The Promoter shall not discriminate against any persons on account of race, color, sex,
religion, creed, ancestry, national origin, age, handicap, or marital status in the use of the Premises.
21. AUTHORIZED PERSONNEL.
Bayfront Park Use Agreement - Proposed 7
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The Trust shall have authorized representatives with decision making authority, reasonably
available at all reasonable times throughout the Event Window for consultation with the Promoter.
22. AUTHORITY TO EXECUTE AGREEMENT.
Each party represents to the other that it has the power to enter into this Agreement and
that the consent of no other person or entity is required in connection therewith, except as otherwise
provided, and the Agreement constitutes a valid and binding obligation of each party in accordance
with the terms of this Agreement.
23. RELATIONSHIP OF PARTIES.
This Agreement shall not be deemed or construed to create any agency relationship,
partnership, or joint venture between the City, the Trust and the Promoter.
24. ASSIGNABILITY.
This Agreement may not be transferred, sold, pledged or assigned by the Promoter, in whole
or in part, (save in respect to any replacement promoter of the Event as may be notified by Formula
One World Championship Limited to the City) without the express written consent of the City,
which can be withheld for any reason.
25. NOTICES.
Notices to the Parties required under the Agreement shall be deemed to be given when
made in accordance with the notice provisions set forth in the Host City Agreement.
As to Promoter:
Chief Executive Officer
South Florida Racing, LLC
423 West 55th Street, 1lth FL
New York, NY 10019
As to the Trust:
Jose Gell
Interim Executive Director
Bayfront Park Management Trust
301 N. Biscayne Blvd.
Miami, Florida 33132
As to the City:
Emilio T. Gonzalez
City Manager
City of Miami
444 SW 2 Avenue, 10th FL
Miami, FL 33130
With a copy to:
Victoria Mendez
City Attorney, City of MI
444 SW 2nd Ave. Suite 945
Miami, Florida 33130
26. GOVERNING LAW, VENUE, ATTORNEY'S FEES.
The Agreement shall be construed according to the laws of the State of Florida, without
application of conflict of law principles and venue shall be in Miami- Dade County. The Parties
Bayfront Park Use Agreement - Proposed 8
DRAFT
The Trust shall have authorized representatives with decision making authority, reasonably
available at all reasonable times throughout the Event Window for consultation with the Promoter.
22. AUTHORITY TO EXECUTE AGREEMENT.
Each party represents to the other that it has the power to enter into this Agreement and
that the consent of no other person or entity is required in connection therewith, except as otherwise
provided, and the Agreement constitutes a valid and binding obligation of each party in accordance
with the terms of this Agreement.
23. RELATIONSHIP OF PARTIES.
This Agreement shall not be deemed or construed to create any agency relationship,
partnership, or joint venture between the City, the Trust and the Promoter.
24. ASSIGNABILITY.
This Agreement may not be transferred, sold, pledged or assigned by the Promoter, in whole
or in part, (save in respect to any replacement promoter of the Event as may be notified by Formula
One World Championship Limited to the City) without the express written consent of the City,
which can be withheld for any reason.
25. NOTICES.
Notices to the Parties required under the Agreement shall be deemed to be given when
made in accordance with the notice provisions set forth in the Host City Agreement.
As to Promoter:
Chief Executive Officer
South Florida Racing, LLC
423 West 55th Street, 1lth FL
New York, NY 10019
As to the Trust:
Jose Gell
Interim Executive Director
Bayfront Park Management Trust
301 N. Biscayne Blvd.
Miami, Florida 33132
As to the City:
Emilio T. Gonzalez
City Manager
City of Miami
444 SW 2 Avenue, 10th FL
Miami, FL 33130
With a copy to:
Victoria Mendez
City Attorney, City of MI
444 SW 2nd Ave. Suite 945
Miami, Florida 33130
26. GOVERNING LAW, VENUE, ATTORNEY'S FEES.
The Agreement shall be construed according to the laws of the State of Florida, without
application of conflict of law principles and venue shall be in Miami- Dade County. The Parties
Bayfront Park Use Agreement - Proposed 8
DRAFT
agree that if there is any dispute under this Agreement the provisions of the Host City Agreement
with respect to Dispute Resolution and Arbitration applying Florida law and conducted in Miami -
Dade County , Florida, shall be controlling and are incorporated in this Agreement as if set out in
full. Each party shall bear their own respective attorney's fees. Each Party shall bear its own
respective attorney's fees.
27. CONFLICT OF INTEREST.
The Promoter is aware of the conflict of interest laws of the City of Miami (Code of the
City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -
Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1) and of the State of
Florida (as set forth in Florida Statutes) and agrees it will fully comply in all respects with the
terms of said laws and any future amendments.
28. HOST CITY AGREEMENT.
The Parties agree that the Host City Agreement is the controlling document and any
disputes between the Parties relating to the Event shall be resolved in accordance with the terms
and conditions of the Host City Agreement. In the event there is a conflict between the terms of
this Agreement and the Host City Agreement the terms of the Host City Agreement shall apply.
(Signature page follows)
Bayfront Park Use Agreement - Proposed 9
DRAFT
The Parties have individually and through their proper corporate official executed this
Agreement as of the Effective Date.
WITNESSES:
ATTEST:
BAYFRONT PARK MANAGEMENT
TRUST, a limited agency and instrumentality
of the City of Miami
BY: BY:
Valeria Sanchez Jose Gell
Bayfront Park Management Trust Interim Executive Director
ATTEST: SOUTH FLORIDA RACING, LLC
BY: BY:
Witness, Sign above & print name below Name:
Name: Title:
Title:
Bayfront Park Use Agreement - Proposed 10
EXHIBIT "D"
TRACK DESIGN - PROPOSED
EXHIBIT "E"
CLEAN ZONE MAP
[To be provided to plot areas already described in 10.2]
EXHIBIT "F"
Formula 1 Companies: Anti -Bribery Principles
Introduction
The Formula 1 companies are committed to doing business in an ethical manner. The Anti -
Bribery Principles reflect the behaviours and principles required to support this commitment, and
we require that all third parties with whom we do business agree to act in accordance with those
principles at all times.
The Anti -Bribery Principles
The Formula 1 companies' Anti -Bribery Principles are as follows:
(a) The giving or receiving of bribes is prohibited.
(b) Making or offering any improper payment to an official to induce the execution of a
routine official function (a Facilitation Payment) is prohibited.
(c) Appropriate limits are placed on the value of corporate hospitality and gifts that can be
given or received.
(d) Particular care should be taken in any dealings with:
(i) any officer, director, employee, or other person, whether elected or appointed, in any
branch of national, local or municipal government, or any depaiintent, agency, or
instrumentality thereof, including any state controlled or state-owned business,
enterprise, corporation, organisation, or other entity;
(ii) any political party, political party official, or any candidate for public office;
(iii) any official or agent of a public international organisation, or
(iv) any person acting in an official capacity for or on behalf of any of the foregoing or
who exercises a public function for any of the foregoing, (a Public Official).
All such dealings must be appropriate and legal.
(e) Charitable donations and political contributions must never be used as a means of
disguising bribery.
(f) Any real or perceived conflict of interest between private interests and the performance of
duties to the Formula 1 companies must be promptly disclosed.
Fraud, theft or making false or misleading statements of any sort are unacceptable.
Speaking up about any concern is encouraged.
(g)
(h)
EXHIBIT "G"
INSURANCE REQUIREMENTS
FORMULA 1 MIAMI GRAND PRIX
I. Commercial General Liability (Primary & Non Contributory)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
General Aggregate Limit (Per Event
Products/Completed Operations
Personal and Advertising Injury
Spectator Liability
Fire Legal Liability
Motorsports Participant Injury
Contingent Liquor Liability
Medical Expense
Motorsports Errors & Omissions
Expense Reimbursement
B. Endorsements Required
$ 1,000,000
$ 2,000,000
$ 2,000,000
$ 1,000,000
$ 1,000,000
$ 300,000
$ 1,000,000
$ 1,000,000
$ 10,000
$ 100,000
$ 100,000
ADDITIONAL INSURED: CITY OF MIAMI, BAYFRONT PARK
MANAGEMENT TRUST, MIAMI PARKING AUTHORITY, ITS
EMPLOYEES, CITY OF MIAMI INSTRUMENTALITIES AND
OFFICERS, ELECTED OFFICIALS, AGENTS, AND DIRECTORS.
PRIMARY INSURANCE CLAUSE ENDORSEMENT
CONTINGENT AND CONTRACTUAL LIABILITY
PREMISES AND OPERATIONS LIABILITY
XCU HAZARDS
WAIVER OF SUBROGATION
SEPARATIONS OF INSUREDS
TERRORISM INCLUDED
SET UP, TEAR DOWN, AND RELATED PRE AND POST EVENT
RACING AND NON RACING ACTIVITES PER EVENT
II. Business Automobile Liability (Primary & Non Contributory)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto/Owned Autos/Scheduled
Including Hired, Borrowed or Non -Owned Autos
Formula 1 Miami Grand Prix Host City Agreement - Proposed
Any One Accident
Medical Payments
UNINSURED/UNDERINSURED UM
Physical Damage/Hired Auto Physical
Damage- ACV $1,000 Deductible
B. Endorsements Required
$ 1,000,000
$ 5,000
$ 1,000,000
ADDITIONAL INSURED: CITY OF MIAMI, BAYFRONT PARK
MANAGEMENT TRUST, MIAMI PARKING AUTHORITY, IT S
EMPLOYEES, CITY OF MIAMI INSTRUMENTALITIES AND
OFFICERS, ELECTED OFFICIALS, AGENTS, AND DIRECTORS.
PRIMARY INSURANCE CLAUSE ENDORSEMENT
WAIVER OF SUBROGATION
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Commercial Excess Liability (Excess Follow Form First Layer)
A. Limits of Liability
Each Occurrence $9,000,000
General Aggregate $9,000,000
B. Endorsements Required
ADDITIONAL INSURED: CITY OF MIAMI, BAYFRONT PARK
MANAGEMENT TRUST, MIAMI PARKING AUTHORITY, ITS
EMPLOYEES, CITY OF MIAMI INSTRUMENTALITIES AND
OFFICERS, ELECTED OFFICIALS, AGENTS, AND DIRECTORS.
PRIMARY INSURANCE CLAUSE ENDORSEMENT
CONTINGENT AND CONTRACTUAL LIABILITY
PREMISES AND OPERATIONS LIABILITY
XCU HAZARDS
WAIVER OF SUBROGATION
SEPARATIONS OF INSUREDS
TERRORISM INCLUDED
SET UP, TEAR DOWN, AND RELATED PRE AND POST EVENT
RACING AND NON RACING ACTIVITES PER EVENT
V Commercial Excess Liability (Excess Follow Form Second Layer)
A. Limits of Liability
Each Occurrence $40,000,000
General Aggregate $40,000,000
B Endorsements Required
ADDITIONAL INSURED: CITY OF MIAMI, BAYFRONT PARK
MANAGEMENT TRUST, MIAMI PARKING AUTHORITY, ITS
EMPLOYEES, CITY OF MIAMI INSTRUMENTALITIES AND
OFFICERS, ELECTED OFFICIALS, AGENTS, AND DIRECTORS.
PRIMARY INSURANCE CLAUSE ENDORSEMENT
CONTINGENT AND CONTRACTUAL LIABILITY
PREMISES AND OPERATIONS LIABILITY
XCU HAZARDS
WAIVER OF SUBROGATION
SEPARATIONS OF INSUREDS
TERRORISM INCLUDED
SET UP, TEAR DOWN, AND RELATED PRE AND POST EVENT
RACING AND NON RACING ACTIVITES PER EVENT
V PARTICIPANT ACCIDENT COVERAGE
Covered Participants/Accidental Death and Dismemberment Coverage/
Excess Accidental/Medical Expense
A. Limits of Liability $50,000 per occurrence/ $500,000 aggregate limit
VI. Commercial Property
Causes of Loss: Special Including Theft
Valuation: ACV
Leased/Rented Equipment Floater $300,000 ($1,000 Deductible)
Deductible: $10,000 All other Perils
VII. RAILROAD PROTECTIVE LIABILITY (IF APPLICABLE)
A. Limits of Liability
Each Occurrence $5,000,000
Policy Aggregate $10,000,000
ADDITIONAL INSURED: CITY OF MIAMI, BAYFRONT PARK
MANAGEMENT TRUST, MIAMI PARKING AUTHORITY, ITS EMPLOYEES,
CITY OF MIAMI INSTRUMENTALITIES AND OFFICERS, ELECTED
OFFICIALS, AGENTS, AND DIRECTORS.
PRIMARY INSURANCE CLAUSE ENDORSEMENT
CONTINGENT AND CONTRACTUAL LIABILITY
PREMISES AND OPERATIONS LIABILITY
XCU HAZARDS
WAIVER OF SUBROGATION
SEPARATIONS OF INSUREDS
TERRORISM INCLUDED
SET UP, TEAR DOWN, AND RELATED PRE AND POST EVENT
RACING AND NON RACING ACTIVITES PER EVENT
The City reserves the right to request copies of all insurance policies, including all
applicable endorsements in connection with the Event.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or
material change, or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class X"
as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M.
Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of
insurance are subject to review and verification by Risk Management prior to insurance
approval.