Grand_Prix_Agreement.pdf

AGREEMENT

Between

THE CITY OF ST. PETERSBURG, FLORIDA

And

ANDRETTI GREEN PROMOTIONS, LLC

For

THE CONDUCT OF PROFESSIONAL AUTOMOBILE RACING

IN DOWNTOWN ST. PETERSBURG

% r

TABLE OF CONTENTS

ARTICLE I Introductory Terms Pages 1-5

ARTICLE II Conditions Precedent Pages 5-6 ARTICLE HI Warranties and Representations Pages 6-8 ARTICLE IV General Terms Pages 8-11

ARTICLE V Term and Extension Page 11

ARTICLE VI Scheduling and Conduct of Race Events Pages 11-24

ARTICLE VII Defense of Claims, Indemnification & Insurance Pages 24-27

ARTICLE VIII Default and Remedies Pages 27-29

ARTICLE IX Miscellaneous Pages 29-32

AGREEMENT

Between

THE CITY OF ST. PETERSBURG, FLORIDA

And

ANDRETTI GREEN PROMOTIONS, LLC

For

THE CONDUCT OF PROFESSIONAL AUTOMOBILE RACING

IN DOWNTOWN ST. PETERSBURG

THIS AGREEMENT ("Agreement") is made and entered into this /(7 day of September, 2004 (“ExecutionDate”),byand between theCityofSt.Petersburg,Florida, amunicipal corporation ("City"), and Andretti Green Promotions, LLC, an Indiana limited liability company (“Andretti Green”), (collectively "Parties"), and is made in reference to the following facts:

1. The City desires to provide events that are of interest and benefit to the residents of the City and the City also wishes to expand national and international tourism to the City as well as otherwise enhance economic opportunities for the benefit of the City and its residents.

The City has determined that the holding of a series of internationally recognized automobile races sanctioned by a recognized automobile sanctioning body, together with a variety of sporting, entertainment, and charitable events to benefit the community as a whole, in downtown St. Petersburg, would assist in accomplishing the desires and goals of the City.

2.

Andretti Green has considerable experience in automobile racing.3.

4. Andretti Green desires to produce and conduct an annual automobile race on streets and public land located within the municipal boundaries of the City.

5. The City and Andretti Green have agreed that Andretti Green shall produce and conduct an annual automobile raceon certain streets and public land of the City pursuant to the terms and conditions set forth in this Agreement.

6. Andretti Green understands that the City, by entering into this Agreement, is foregoing other opportunities to establish an annual automobile street race in St Petersburg.

ARTICLE I: INTRODUCTORY TERMS

Recitals. The statements contained in the recitals of fact set forth above ("Recitals") are true and correct, and the Recitals are by this reference made a part of this Agreement.

1.1

1.2 Exhibits. The exhibits which are attached to this Agreement are by this reference made a part of this Agreement.

1.3 Abbreviations and Definitions. The following abbreviations and definitions will be used for purposes of this Agreement:

A. The abbreviations of the Parties set forth in the Preamble will be used for purposes of this Agreement.

“Airport” means the portion of Albert Whitted Airport used for active airportB.

operations.

C. “Airport Area” means the portion of the Airport within the Race Area and Race Circuit (as hereinafter defined) and as depicted on the map attached hereto as Exhibit A.

“Airport Area Improvements” means all permanent and temporary Airport Area improvements necessary to conduct Race Events.

D.

“Bayfront Center Site” means that site depicted on Exhibit A but does not include the Bayfront Center Arena (which the City intends to demolish), any separately leased facilities currently on the site, or any separately leased Future Permanent Facilities (as hereinafter defined).

E.

“City Council” means the St. Petersburg City Council.F.

“CityStandards” means the standards for City streets as defined by the City’sG.

Engineering Department.

“City Streets” means the City rights-of-way within the Race Area and Race Circuit (as hereinafter defined) and as depicted on the map attached hereto as Exhibit A.

H.

I. “City Race Assets” means the race assets set forth in Exhibit D hereto.

“Concessions” means all concessions associated with a Race Event (as hereinafter defined) offered or provided within the Race Area (as hereinafter defined), including, without limitation, (1) food, (2) alcoholic beverages, (3) non-alcoholic beverages, (4) wearing apparel, (5) programs, (6) souvenirs, (7) toys, and (8) all other merchandise or services offered for sale in connection with a RaceEvent. Except as otherwiseprovided in Paragraph 6.19 D.(4) and (5), the term Concessions specifically excludes the activities of otherwise properly licensed St.

Petersburg merchants and business persons in conducting their trade or business at their regular business premises during a Race Event, the rights of the Devil Rays (as hereinafter defined) at Progress Energy Park and the rights of private entities related to Future Permanent Facilities (as hereinafter defined).

J.

“Devil Rays”means Tampa Bay Devil Rays,Ltd., its successors and assigns.K.

“FAA” means the Federal Aviation Administration.L.

“FIA” means the Federation Internationale du L’Automobile, the governingM.

body for international auto sports.

N. “Front Straightaway”means thearea designated as the Front Straightaway on Exhibit A.

“Future Permanent Facility” means any permanent facility constructed after the Execution Date which is either owned and operated by the City or is leased to a private entity, includingbutnot limited to theSalvadorDaliMuseum whichmaybe located at theBayfront Center Site. The location of the Salvador Dali Museum at the Bayfront Center Site is subject to voter referendum, City Council approval and other necessary approvals and agreements.

O.

P. “IRL” means the Indy Racing League.

“Laws” means all existing and future federal, state, and local constitutions, statutes, ordinances, rules, regulations and resolutions, and all orders and decrees of lawful authorities having jurisdiction over the matter at issue.

Q.

“Mayor” means the Mayor of the City of St. Petersburg, Florida, or hisR.

designee as authorized in writing.

S. “Pit Complex” means the area designated as the Pit Complex on Exhibit A.

“Pit Row Suite” means a hospitalitysuite located above the grandstand alongT.

the Front Straightaway.

"Practice" means the practice held on the Thursday, Friday and/or SaturdayU.

preceding the Race (as hereinafter defined).

“Race” means the annual automobile race to be held pursuant to this Agreement which shall be an open wheel Indy-type automobile race sanctioned by the Sanctioning Body(as hereinafter defined)or such other type of professional automobile race permitted to be held pursuant to Paragraph 6.2 B. or C.

V.

W. “Race Area” means the area designated as the Race Area on Exhibit A.

“Race Circuit” means the area designated as the Race Circuit on Exhibit A.X.

Y. “RaceCircuit Improvements”means theimprovementsdesigned,constructed and installed by Andretti Green pursuant to Paragraph 6.3.

“Race Event” A Race, supporting automobile races, and related public relations and social, entertainment and commercial events or affairs held or organized by Andretti Green on or within the Race Event Facilities (as hereinafter defined). The Race Event shall be

Z.

conducted on four (4) consecutive days, from the Thursday prior to the Race through the Sundayof the Race.

“RaceEvent Facilities”means theBayfront CenterSite and MahaffeyTheater and such facilities respective parking areas, Progress EnergyPark, Progress EnergyPark parking lot, Airport Area, and Pioneer Park; provided, however, that the use of Progress Energy Park is subject to the City’s agreements with the Devil Rays and Andretti Green obtaining any required approvals from and agreements with the Devil Rays.

AA.

“Race Event Logo(s)” means the logo(s), mark(s), symbol(s), trademark(s), or trade name(s) used by Andretti Green in connection with the Race Event.

BB.

"Race Event Materials" means all equipment, materials, and apparatus associated with theconduct ofaRace Event, including,without limitation,barriers, blockades, cable (electrical and otherwise), safety equipment and devices, fencing, fence covering material, cranes, forklifts, vehicles, fire protection equipment and apparatus, medical equipment and apparatus, signage, tents, vehicles, Concessions facilities, bleachers, grandstands, viewing suites, seats, temporary boat slips, wiring, banners, structures, and components thereof. Race Event Materials shall include all City Race Assets conveyed to Andretti Green pursuant to this Agreement.

CC.

DD. "Race Period" means from 6:00 p.m. on the Wednesday preceding the Race Event until 6:00 a.m. on the Monday following the Race Event.

“Racing Act” means the Municipal Motor Vehicle Racing Act of 1984 set forth in Florida Statute 549.08 as the same may be amended from time to time.

EE.

“Safety Systems” means the systems designed, constructed and installed by Andretti Green pursuant to Paragraph 6.3 to ensure the safety of each Race Event.

FF.

“Sanctioning Agreement” means an agreement between Andretti Green and the Sanctioning Body (as hereinafter defined) permitting Andretti Green to conduct an annual Race Event in St. Petersburg.

GG.

HH. “Sanctioning Body” means IRL, a successor organization to IRL, or a sanctioning body sanctioning races of the type of vehicles currently used by IRL or a successor organization to IRL. The Sanctioning Body must be approved by the FLA.

“Ticket Sale Rights” means the right to sell tickets and otherwise charge for admission to or participation in a Race Event, and to sell tickets and otherwise charge for admission to or use of the Race Event Facilities in connection with a Race Event, excluding the right to sell tickets to the general public for parking or otherwise charge the general public for parking within the Race Area.

n.

JJ. “Use Agreement” means a written agreement between the City and Andretti Green for use of the Race Event Facilities.

ARTICLE II: CONDITIONS PRECEDENT

General. The obligations of the City pursuant to this Agreement are subject to the following conditions precedent ("Conditions Precedent"). A failure of Andretti Green to perform any of the Conditions Precedent shall relieve the City from any and all obligations pursuant to this Agreement and shall permit the City to prohibit Andretti Green from conducting any Race Event or portion thereof.

2.1

Andretti Green shall have complied with the sanctioning requirements as setA.

forth in Paragraph 2.3 below;

Andretti Green shall have provided the City with financial assurances as setB.

forth in Paragraph 2.4 below;

An annual Race Event shall be scheduled to occur during each year of theC.

Term, commencing in the year 2005;

Andretti Green shall obtain insurance pursuant to Article VII below; andD.

E. A court with appropriate jurisdiction shall not have ordered either that this Agreement is terminated or that the Race Event or any portion thereof shall not be held, provided that if such an order was entered it has not been reversed on appeal.

Cure Period. No court order is necessary for the City to refuse to perform its obligations pursuant to this Agreement or prohibit Andretti Green from conducting the Race Event or any portion thereof if all of the Conditions Precedent are not first met and fully complied with;

provided, however, that except for Paragraph 2.1. A., for which no notice is required to be given to Andretti Green and no cure period shall apply, in order to prevent administrative oversights and notwithstanding the absolute nature of the Conditions Precedent, in the event any of the other Conditions Precedent are not satisfied as set forth in Paragraph 2.1, the City shall provide written notice to Andretti Green of such failure to satisfy a condition precedent and Andretti Green shall satisfy such condition precedent within the time limitations set forth in such notice; provided, however, that all Conditions Precedent must be satisfied at least sixty (60) days prior to the beginning of each Race Period.

2.2

Sanctioning Requirements. The Race Event shall be sanctioned by the Sanctioning Body. A Sanctioning Agreement shall be fullyexecuted on or before October 1, 2004. On or before October 11, 2004, Andretti Green shall provide the City with a written certification signed by Andretti Green and the Sanctioning Body stating that the Race Events scheduled to occur in St.

Petersburg pursuant to this Agreement are sanctioned and accuratelysummarizing the relevant terms and conditions of the Sanctioning Agreement. A written certification signed by Andretti Green and the Sanctioning Body stating that the Sanctioning Agreement remains in full force effect and that neither party is in breach of the Sanctioning Agreement shall be provided to the City at least one hundred eighty (180) days prior to the beginning of each Race Period. Andretti Green shall notify the City at least thirty (30) days prior to any material change in the Sanctioning Agreement that may

2.3 have an adverse effect on the City and the City shall have the authority in its sole discretion to terminate this Agreement, without notice or an opportunityto cure, on the basis of anysuch material adverse change.

Financial Assurances.2.4

A. Andretti Green shall deliver to the City thirty (30) days prior to the beginning of each Race Period a letter of credit (or other form of financial security acceptable to the City) to insure Andretti Green’s payment for City services pursuant to this Agreement. The letter of credit for a Race Event shall not expire until the City notifies Andretti Green that the City has received payment in full for the City services provided to Andretti Green in connection with the Race Event.

The required amount of the letter of credit for the 2005 Race Event shall be One Hundred and TwentyThousand Dollars ($120,000). For each subsequent Race Event, the required amount of the letter of credit shall increase by a percentage equal to the percentage increase in the Consumer Price Index.

B. Andretti Green warrants that it has and shall continue to maintain during the Term a net equity of at least Five Hundred Thousand Dollars ($500,000).

On or before October 1, 2004, Andretti Green shall enter into a multiple year (but not less than three (3) year) sponsorship agreement with American Honda Motor Co.

(“Honda”) wherein Honda will be the title sponsor of the Race Events. In the event that such sponsorship agreement is terminated for any reason during the Term of this Agreement, Andretti Green shall, within ten (10) days following notice of such termination, provide written notice to the Cityof the termination and provide additional assurances satisfactory to theCitythat Andretti Green can meet its financial obligations and continue to perform in accordance with the terms and conditions of this Agreement.

C.

ARTICLE III: WARRANTIES AND REPRESENTATIONS

Warranties and RepresentationsbvCitv.The Citywarrants and represents to Andretti3.1 Green the following:

The City is a municipality organized and existing under the laws of the StateA.

of Florida.

All appropriate action exists or has been accomplished by the City so as to duly authorize the officials set forth below to execute this Agreement and all documents contemplated hereby on behalf of the City so as to fully and firmly bind the City to the terms and provisions of this Agreement and such other documents.

B.

C. There are no pending, or to the knowledge of the City, threatened actions or proceedings before any court or administrative agency to which the City is a party, questioning the validity of this Agreement or any document or action contemplated hereunder, or which appear likely, in any case or in the aggregate, to materially adversely affect the City’s performance of its obligations hereunder.

Except for Future Permanent Facilities, the City owns or possesses an easement for the property and facilities within the Race Area, including the City Streets, Airport Area and Race Event Facilities but specifically excluding any warranty or representation regarding the City’s ownership of the bottom land of Tampa Bay, and possesses the authority to permit and license the use of such property and facilities (except for Future Permanent Facilities) for limited periods of time, provided such use is in accordance with applicable Laws and pursuant to required FAA approvals and further provided that the use of Progress Energy Park is subject to the City’s agreements with the Devil Rays and Andretti Green obtaining any required approvals from and agreements with the Devil Rays.

D.

As of the Execution Date, the City is authorized to issue a permit under the Motor Vehicle Racing Act of 1984, as amended.

E.

On March 4, 2004, the City sent Grand Prix Association of Long Beach, Inc.

a notice of termination of the License and Use Agreement Between the City of St. Petersburg, Florida and Grand Prix Association of Long Beach, Inc., d/b/a Grand Prix of St. Petersburg (“GPSP”), for the Conduct of Professional Automobile Racing in Downtown St. Petersburg, dated February 7, 2002. Andretti Green shall have no liability (as between the City and Andretti Green) in the event that GPSP contests such termination.

F.

On April 7, 2004, the plaintiffs in the matter of Thomas Beglev. Grand Prix Foundation of St. Petersburg. Inc., and Thomas Beglev and Associates v. Dover Motorsports.

Inc.. Championship Auto Racing Teams. Inc.. Grand Prix Association of Lone Beach, the City of St. Petersburg and Christopher Pook. Case No.: 8:04-CV-405-T-30EAJ, filed a Notice of Dismissal With Prejudice as to all Claims Against the City. Andretti Green shall have no liability (as between the City and Andretti Green) in the event that the aforementioned plaintiffs or anyother plaintiffs institute any claims related to the 2003 race event conducted by GPSP.

G.

Subject to Andretti Green obtaining all required permits, consents and approvals and otherwise complying with the terms and conditions of this Agreement, and further subject to City Council adopting the ordinances described in Paragraph 6.19 D., those activities normally associated with a Race Event of the type contemplated by this Agreement shall not be determined by the City to violate any provision of the St. Petersburg City Code.

H.

3.2 Warranties and Representations bv Andretti Green. Andretti Green warrants and represents to the City as follows:

A. Andretti Green is an Indiana limited liabilitycompanyduly formed,presently existing and in good standing and authorized to do business in the State of Florida.

B. All appropriate corporate action exists or has been accomplished byAndretti Green so as to dulyauthorize theofficer set forth below to execute this Agreement and all documents contemplated herebyon behalf of Andretti Green so as to fullyand firmlybind Andretti Green to the terms and provisions of this Agreement and such other documents.

There are no pending, or to the knowledge of Andretti Green, threatened actions or proceedings before any court or administrative agency to which Andretti Green is a party, questioning the validity of this Agreement or any document or action contemplated hereunder, or which appear likely, in any case or in the aggregate, to materially adversely affect Andretti Green’s performance of its obligations hereunder.

C.

Andretti Green has the financial capability to and shall conduct Race EventsD.

in accordance with this Agreement.

ARTICLE IV: GENERAL TERMS

Exclusive Right to Conduct Race Event. Subject to the existing City contracts listed on Exhibit B (which are only those City contracts that may affect Andretti Green’s rights or obligations pursuant to this Agreement) and the use agreements required to be executed pursuant to Paragraph 6.6 C. and except as otherwise provided in this Agreement, the City hereby grants to Andretti Green the exclusive right to produce and conduct an annual Race Event in accordance with the terms and conditions of this Agreement. Andretti Green hereby acknowledges that the City has police powers pursuant to applicable Laws to take reasonable and appropriate action in the event the conduct of a Race Event or any portion thereof is endangering the health, safety or welfare of the general public. The Parties acknowledge that it would not be reasonable for the City to take any action in this regard if a Race Event only produces those effects which are normal and customary for events of this type. The safety of Race participants shall be controlled by and be the sole responsibility of Andretti Green.

4.1

Concession Rights. Subject to the existing City contracts listed on Exhibit B (which are only those City contracts that may affect Andretti Green’s rights or obligations pursuant to this Agreement) and the use agreements required to be executed pursuant to Paragraph 6.6 C. and except as hereinafter provided to the contrary in this Paragraph 4.2, to the extent it has such authority, the City hereby grants Andretti Green the exclusive right to operate, or to license (in whole or in part) to others, the Concessions during the Term. The City shall not hereafter extend any Concession rights to any person or entity other than Andretti Green which would permit the operation or licensing of Concessions, or the vending or offering for sale of any goods or services competitive with the Concessions. Notwithstanding the foregoing, except as otherwise provided in Paragraph

6.19 D.(4) and (5), this grant of rights to Concessions shall not affect the activities of otherwise properly licensedSt. Petersburg merchants and business persons inconducting their trade or business at their regular business premises during a Race Event, the rights of the Devil Rays at Progress Energy Park or the rights of private entities related to Future Permanent Facilities.

4.2

Andretti Green Ticket Sale Rights and City Rights. The City hereby grants to Andretti Green the exclusive Ticket Sale Rights for the Race Event. Andretti Green shall provide to the City at no cost two hundred (200) tickets for each Race Event for the promotion and development of the City, but not for resale. Such tickets shall be for seating in the grandstand adjacent to the Pit Row Suite which the City shall receive access to pursuant to Paragraph 6.17 E.

and Exhibit E. Andretti Green also shall allow the City to erect a hospitality tent within the hospitality tent area of the Race Area. The Parties shall mutually agree on the size and location of the hospitality tent within the hospitality tent area. Services and supplies for the City’s hospitality tent, including but not limited to the tent, food and beverages, shall be ordered from persons and entities designated by Andretti Green on terms and conditions comparable to those provided to parties in similarly sized hospitality tents. Notwithstanding the foregoing, there shall be no charge to the City for the space within the hospitality tent area.

4.3

Media and Broadcast Rights.The Cityhereby grants to Andretti Green the exclusive rights to license any and all media coverage, television broadcasts, or other broadcasts, locally, nationally, internationally,orotherwise, related to aRaceEvent. Andretti Greenshall notifythe City of the identity of media entities that will cover a Race Event. In developing its media and broadcast plan, Andretti Green shall consult with or request its licensee to consult with the City's marketing and advertising representatives and other persons or entities under contract with the City to provide similar services (as such persons or entities are designated by the Mayor).

4.4

Other Automobile Race Events.4.5

If Andretti Green executes a Sanctioning Agreement with the Sanctioning Body on or before October 1, 2004, and provides the City with the certifications required pursuant to Paragraph 2.3, the City shall not enter into any other competing agreement granting rights to a thirdpartytostagea professional automobile racewithin themunicipal boundaries of theCityduring the Term or within two years of the termination of this Agreement by Andretti Green due to the City’s Default (as defined in Paragraph 8.1 A.). Amateur and charitable automobile racing events that are not sanctioned or operated by a nationally recognized sanctioning body or racing organization may be held without Andretti Green's consent.

A.

Unless the City provides prior written consent, Andretti Green and its subsidiaries shall not organize,promote,orconduct an open wheel Indy-type automobile race within one hundred fifty (150) miles of St. Petersburg, Florida, during the Term or within two (2) years of termination of this Agreement by the City due to Andretti Green’s Default (as defined in Paragraph 8.1 B.); however, Andretti Green and its subsidiaries mayconduct race events that do not involve open wheel Indy-type automobile races within one hundred fifty (150) miles of St. Petersburg, Florida, provided that such race events do not occur within ninety (90) days of the beginning or conclusion of any Race Event. In the event Andretti Green does not conduct or schedule an open wheel Indy-type automobile race in St. Petersburg Florida due to circumstances set forth in Paragraph 6.2 B., but conducts or schedules a comparable event in accordance with Paragraph 6.2 B., Andretti Green and its subsidiaries shall not (unless the Cityprovides prior written consent) organize, promote, or conduct the type of race featured in such comparable event within

B.

one hundred fifty (150) miles of St. Petersburg, Florida, during the Term or within two (2) years of termination of this Agreement by the City due to Andretti Green’s Default (as defined in Paragraph

8.1 B.); however, Andretti Green and its subsidiaries may conduct race events that do not involve the type of race featured in such comparable event within one hundred fifty (150) miles of St.

Petersburg, Florida, provided that such race events do not occur within ninety (90) days of the beginning or conclusion of any Race Event.

Race Event LoeotsT4.6

A. The name of the City shall be clearly visible on all Race Event Logo(s) and all printed material and advertising containing the name of the Race Event.

The City acknowledges that Andretti Green is the owner of the Race Event Logo(s), and that the City shall not interfere with Andretti Green's use or licensing of such Race Event Logo(s) during the Term, provided that Andretti Green complies with the provisions of this Paragraph 4.6.

B.

C. The City shall not sell any Race Event related merchandise without Andretti Green’spriorwritten approval and theParties’executionof a license agreement permittingsuchsale.

D. The City may use the Race Event Logo(s) for promotion of the City or the Race Event with Andretti Green's prior written consent, which consent shall not be unreasonably withheld or delayed.

Andretti Green may use City owned logo(s) and trademark(s) for promotion of the Race Event with the City's prior written consent, which consent shall not be unreasonably withheld or delayed. Andretti Green shall not alter or modify the City’s logo(s) or trademark(s) without the City’s prior written consent.

E.

4.7 Naming Rights and Placement of the Name of the Citv.

The name of the Race Event shall be the Honda Grand Prix of St. Petersburg or such other name mutually agreed upon by the Parties. If the name of any comparable street race event being conducted by Andretti Greenor its subsidiaries in another citycontains the name ofsuch city prior to the words “Grand Prix,” the Cityshall have the option of requiring the name of the Race Event to contain the name of the City prior to the words “Grand Prix,” provided the City accepts the same terms and conditions as any other city whose name appears in such a manner.

A.

Subject to Paragraph 2.4 C., Andretti Green shall have the right to rename or sell the name of the Race Event and to enter into one or more contracts with purchasers of naming rights; provided that the name of the Race Event continues to contain the name of the City as provided in Paragraph 4.7 A. above and that the name falls within industrystandards for professional automobile races sanctioned by recognized automobile organizations (“Industry Standards”). At least thirty (30) days prior to any renaming or sale of the name of the Race Event, Andretti Green shall provide the City with notice of the proposed name change or sale. During the thirty (30) day period following receipt of such notice, the City may object that the proposed name does not fall within Industry Standards. In the event the City so objects, the Parties shall negotiate to arrive at a name which the Parties mutually agree falls within Industry Standards. Andretti Green shall be entitled to retain the revenue generated from the sale of naming rights for the Race Event.

The City may place the name of the City in three locations within the Race Area. Such locations and the type of signage shall be mutually agreed upon by the Parties; provided, however, that the name of the City shall be prominently visible (e.g., on the interior of the Race Circuit) and further provided that the signage shall not be placed in a location or manner that would interfere with the conduct of the Race.

C.

No Interest in Land. Andretti Green's rights pursuant to this Agreement shall not be construed as a lease, easement, or other interest in land, buildings or other property of the City.

4.8

ARTICLE V: TERM AND EXTENSION

Term and Extension. This Agreement shall be for an initial term of three (3) years.

Provided that it is not in default of this Agreement, Andretti Green shall have one (1) option to extend the term for two (2) additional years. Andretti Green shall provide the City with written notice that it is exercising such option no later than February 1, 2007. If Andretti Green fails to provide the City with such notice within the required time period, the City may rescind the option, in which case this Agreement shall expire at the end of the initial three (3) year term. References in this Agreement to “Term” shall include the initial term and all extensions thereof.

5.1

ARTICLE VI: SCHEDULING AND CONDUCT OF RACE EVENTS

Obligation to Conduct Race Events and Scheduling. Andretti Green shall produce and conduct an annual Race Event during the Term, commencing in the year 2005. The dates of the Race Event to be conducted in the year 2005 shall be March 31, 2005 through April 3, 2005.

Subsequent Race Events shall be held on dates mutually agreeable to the City, Andretti Green and the Sanctioning Body. In the event of postponement of any Race Event due to weather, the Race Event shall be conducted on the next available date(s). Any other change in Race Event dates shall be mutually agreed upon by the City, Andretti Green and the Sanctioning Body.

6.1

6.2 Race.

The Race shall be conducted on the Race Circuit on the Saturday and/or Sunday during the Race Period and shall be held during daylight hours only. The Race shall be conducted in accordance with the terms and conditions of this Agreement and other plans and practices mutually agreed to by Andretti Green and the Sanctioning Body. Such other plans and practices shall meet all recognized standards for races comparable to the Race Event (at a minimum) and be the sole responsibility of Andretti Green and the Sanctioning Body.

A.

TWELFTH AMENDMENT TO AGREEMENT

Between

THE CITY OF ST. PETERSBURG, FLORIDA

And

GREEN SA VO REE ST. PETERSBURG, LLC

For

THE CONDUCT OF PROFESSIO AL A TOMOBILE RACING

IN DOW TOW ST. PETERSBURG

'XJ"'IS TWELFTH AMENDMENrf ("Twelfth Amendment") is made and entered into as of the ~ day of \A I , 2021, py and between the City of St. Petersburg, Florida, a municipal corporation (" ty"), and Green Savoree St. Petersburg, LLC, an Indiana limited liabi I ity company ("Green Savoree"), (collectively, "Parties").

RECITALS

WHEREAS, the City and Andretti Green Promotions, LLC entered into an agreement for the conduct of professional automobile racing in downtown St. Petersburg, dated September 16, 2004;and

WHEREAS, lhe agreement has been amended eleven times (lhc agreement as previously amended by the First Amcndm ' Ill, Second Amendment, Third Amcndmcnl, Fourth Amendment, Fifth Amendment, ' ixth Amendment, Seventh Amendment, Eighth mendmcnt, inlh Amendment, Tenth mendmcnl and Eleventh m1.: ndmenl is hercinaller relcrred to a the "Agreement"); and

WHEREAS, City Council previously approved an ownership change in Andretti Green Promotions, LLC which resulted in Kevin Savoree and Kim Green remaining as owners of a promotion company renamed Green Savo~ee St. Petersburg, LLC; and

WHEREAS, the Parties desire to further amend the Agreement to extend the term until April 0, 2026 and add dates for future Race Events.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Green avoree agree as follows:

I. The capita lized terms set forth in thi s Twelfth Amendment shall have the meanings set [01th in the Agreement, unless otherwise defined herein .

2. The Agreement is hereby amended as fo llows:

Paragraph 5.1 of the Agreement is deleted and replaced with the following:

5.1 Term and Extension . This Agreement was for an initial term of three (3) years with an option to extend the term for two (2) additional years. Andretti Green exercised that option so that th e original Agreement would have had an expi ration date of , ptember 15, 2009.

Pursuant to Paragraph 5.2 of thi s Agreement, the Parti es previou ly extended the term of thi s Agreement to April 30, 2024 and are now fu1th er extendi ng the term of thi s Agreement o that the expirati on date is April 30, 2026. This Agreement may be furth er extended pursuant to Paragraph

5.2 of this greement. Reference · in this Agreement to ··Term " hall inc lude the ini tial term and all exten · i ns th ereo f'.

3. The Agreement is hereby amended as f, !lows :

Paragraph 6.1. A. of the Ag~eement is deleted and replaced with the following :

A. Green Savoree shall produce and conduct an annual Race Event during the Term commencing in the year 2005 . The ctates of the Race Events to be conducted in the years

2022, 2023, 2024, 2025 and 2026 shall be as follows:

2022 Race Event 2023 Race Event 2024 Race Event 2025 Race Event 2026 Race Event

March IO through March 13 March 9 through March 12 March 7 through March 10 March 6 through March 9 March 12 through March 15

4. All other terms and conditions of the Agreement shall remain in full force and

REMAINING PORTION INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF the Parties have caused this Twelfth Amendment to be executed by their duly authorize repre enlati vcs on th elate first above wri tten.

A; ~- Chan Srinivasa, City Clerk

Print:

Title: M/L>n=¢~

Approved as to , : "/ "t and Form:

Ci::!tft;1n.-e)_o_os-66_s_ss __ _

In the event that a Sanctioning Body does not exist, Andretti Green may propose to conduct such other type of automobile race featuring a comparable level of racing event;

provided, however, that such proposal is subject to City Council approval, which approval may be withheld in City Council’s sole and absolute discretion. City Council shall render its decision on whether to accept Andretti Green’s proposal within sixty (60) days of the City’s receipt of the proposal.

B.

In the event that a Sanctioning Body exists which is sanctioning open wheel Indy-type automobile street course races but Andretti Green cannot obtain aSanctioning Agreement to conduct such a race in St. Petersburg, Florida, Andretti Green may propose to conduct a comparable automobile race in St. Petersburg, Florida; provided, however, that such proposal is subject to City Council approval, which approval may be withheld in City Council’s sole and absolute discretion. City Council shall render its decision on whether to accept Andretti Green’s proposal within sixty (60) days of the City’s receipt of the proposal.

C.

Race Circuit Improvements. Safety Systems and Race Event Materials. Andretti Green shall design, construct and install the Race Circuit Improvements, Safety Systems and Race Event Materials for the RaceEvent. TheRaceCircuit Improvements, SafetySystems and RaceEvent Materials shall be in accordance with plans and specifications mutually agreed to by Andretti Green and the Sanctioning Body, meet all recognized standards for such improvements, systems and materials (at aminimum), and be thesole responsibilityof Andretti Green and theSanctioningBody.

6.3

6.4 Airport Area. Andretti Green shall have the right to use the Airport Area in accordance with the following terms and conditions:

In consideration for the City permitting Andretti Green to use the Airport in accordance with the terms and conditions of this Agreement during the Term, Andretti Green shall, at its expense, design, permit, construct and install to the standards of the FIA, and all other lawful authorities having jurisdiction, all Airport Area Improvements. Andretti Green also shall obtain the City’s prior written consent prior to making any Airport Area Improvements. All Airport Area Improvements shall be available for Airport operations when not being utilized by Andretti Green pursuant to this Agreement. Any improvements to the Airport Area made by the City shall be at the City’s expense.

A.

Andretti Green shall be permitted to use Runway 6-24 as the Front Straightaway for the Race. Subject to Paragraphs 6.4 F. and G., the Cityshall close flight operations on Runway 6-24 at 6:00 a.m. on the Thursday prior to the Race Event until 6:00 a.m. on the Thursday following the Race Event in order that the appropriate safety equipment can be installed to create the Front Straightaway.

B.

Andretti Green shall bepermitted to construct grandstands and viewingsuites on the north side of Runway 6-24 extending to the northern boundary of the Airport in accordance with the Set-Up and Dismantling Plan (as defined in Paragraph 6.9 below). Such construction shall commence thirtyone(31) daysprior to Practice, with all structures beingremoved within twentyone

(21) days following the Race Event.

C.

The City shall restrict access to the area south of Runway 6-24 during the Race Period, as such area is shown on Exhibit A; provided, however, that users of the Airport for departing and arriving flights, necessary Airport staff, and other authorized users shall be permitted access to such area.

D.

During the period from 6:00 a.m. on the Saturday prior to the Race Event until 6:00 a.m.on the Thursday following the Race Event, Andretti Green will be the exclusive user of the areas north/north west and north/north east of and including Runway 6-24, as such areas are shown on Exhibit A.

E.

Andretti Green shall provide the City with all the information and submittal materials necessary for the City to complete the FAA application for the design, construction and installation of Airport Area Improvements, and for the partial closure of and restricted access to the Airport contemplated by this Paragraph 6.4. Upon receipt of such information and materials, the City shall promptly submit the necessary application to the FAA and cooperate with the FAA and Andretti Green in attempting to obtain the required FAA approvals. The above-referenced design, construction, installation,partial closure and restricted access aresubject to Andretti Green providing the City with the above-referenced information and submittal materials and the City receiving the required FAA approvals.

F.

Andretti Green acknowledges and agrees that Andretti Green’s use of the Airport Area, its design, construction and installation of Airport Area Improvements, and the partial closure of and restricted access to the Airport Area are expressly contingent upon the City receiving all required FAA approvals. Either the City or Andretti Green may terminate this Agreement in accordance with Paragraph 8.3 B.(2)(i) if the City does not obtain the required FAA approvals to conduct a Race Event. All costs associated with obtaining required FAA approvals shall be thesole responsibility of Andretti Green; provided, however, that Andretti Green shall have the right to terminate this Agreement (not by reason of Default of the City) if either the costs or conditions associated with obtaining the required FAA approvals are not acceptable to Andretti Green in it sole and absolute discretion.

G.

Andretti Green shall provide FAA tower personnel with controlled access toH.

the tower at all times.

Andretti Green understands that the City, at the City’s expense, may be constructing a new terminal building and other Airport related improvements on the Airport Area during the Term. The City will cooperate with Andretti Green in locating the terminal building and other Airport related improvements and in conducting construction activities so as to minimize interference, to the extent reasonably practicable, with the Race Circuit. Notwithstanding anything to the contrary contained in this Agreement, Andretti Green shall have no right to use the terminal building or other Airport related improvements or to control any concession activities associated with the terminal building or other Airport related improvements. Andretti Green shall allow and provide for necessary access (as determined by the City) to the terminal building and other Airport related improvements during the Race Event.

I.

Race Circuit Maintenance. Repair and Modification.6.5

At its expense and subject to Paragraph 6.5 D. below, the City shall performA.

the following tasks within the Race Circuit:

(1) Repair andmaintain theareawithin theRaceCircuit, andwithin ninety

(90) days prior to the beginning of each Race Period provide that such area complies with City Standards and meets the standards set forth in the FLA Bulletin attached hereto as Exhibit C.

Within ninetydays prior to thebeginning of eachRacePeriod,provide that any elevations at intersections within the Race Circuit that involve straight line speed, e.g., 1st

Street, 1st Avenue South and Bayshore Drive, be modified by the City to allow for a smooth transition.

(2)

(3) Weld down all manhole covers within the Race Circuit prior to the beginning of each Race Period and unweld all manhole covers after the conclusion of each Race Period.

Andretti Green shall make all necessary modifications to the City Streets within the Race Circuit and Airport Area within the Race Circuit to Sanctioning Body specifications prior to each Race Event and make all necessary modifications following each Race Event to return the City Streets and the Airport Area to their pre-Race Event condition. This Paragraph 6.5 B. shall not relieve the City of its obligations pursuant to Paragraph 6.5 A. above.

B.

In the event that any change in FIA or Sanctioning Body standards requires a modification of the design, construction or installation of the Race Circuit, Andretti Green shall be solely responsible, at its expense, for accomplishing such modification. This Paragraph 6.5 C.

shall not relieve the City of its obligations pursuant to Paragraph 6.5 A. above.

C.

Subject to requirements of Florida law, franchise agreements and City ordinances, the City shall require any person disturbing or cutting City Streets within the Race Circuit to restore such streets to City Standards and shall attempt to prevent such disturbance at any time during the ninety (90) days prior to the beginning of a Race Period. In the event City Streets within the Race Circuit are disturbed or cut within ninety (90) days prior to the beginning of a Race Period, theCityshallreturnsuchstreets to theconditionrequiredpursuant to Paragraph 6.5 A.above as soon as reasonably practicable.

D.

Race Event Facilities.6.6

Andretti Green shall have the exclusive right to use the Race Event Facilities (excluding Pioneer Park), including Concession rights, from 6:00 a.m. on theMondaypreceding the Race Event until 12:00 p.m. on the Wednesday following the Race Event; provided, however, that the City shall be permitted to utilize the portions(s) of the Race Event Facilities not utilized by Andretti Green uponobtainingAndretti Green’sconsent to utilize such facilities,which consent shall not be unreasonably withheld, provided such use does not interfere with the conduct of the Race Event.

The Parties recognize that during the Term the City may modify, demolish, or change the use of any or all of the Race Event Facilities and in such event the City agrees to give Andretti Green fifteen (15) months prior written notice of such modification, demolition, or change in use; provided, however, that if the City does not have fifteen (15) months prior notice of such a modification, demolition or change in use, it shall provide Andretti Green with as much notice as reasonably practicable. The City shall attempt to minimize the interference to the Race Circuit caused by a modification, demolition or change in use of any Race Event Facilities within the Race Area and the City agrees to cooperate with Andretti Green to take such actions and to modify this Agreement as may be necessary to permit the Race Event to continue and to take place as close as possible in time, place and total geographic area (i.e., size of the Race Area) as if the modification, demolition or change in use had not occurred. Andretti Green acknowledges and agrees that the Bayfront Center Arena is not part of the Race Event Facilities and that it is the City’s intent to demolish theBayfront Center Arena prior to the 2005 RaceEvent. Followingdemolitionand except as provided below, the City shall sod the area where the Bayfront Center Arena was located. The City shall not be required to sod the area that is part of the Mahaffey Theater lobby expansion project. Any sodding required to be performed by the Cityshall be completed prior to the 2005 Race Event.

B.

At least ninety (90)days prior to the beginning of each Race Period, the City and Andretti Green shall execute a Use Agreement for the Race Event Facilities (excluding Progress Energy Park) that Andretti Green elects to use in connection with a Race Event. Such Use Agreement shall contain mutually acceptable terms so that, among other things, the City does not incur any additional costs or expenses (beyond those normally incurred by the City for the operation and maintenance of the Race Event Facilities) as a result of Andretti Green’s use of the Race Event Facilities. For so long as the Devil Rays have an agreement to use Progress Energy Park, Andretti Green's use of that facility is subject to an agreement between Andretti Green and the Devil Rays for the use of that facility. The City shall assist Andretti Green in coordinating and communicating with theDevil Rays to obtain a use agreement for Progress Energy Park; provided, however, that the City shall not be responsible for obtaining such a use agreement and shall incur no liability in the event Andretti Green fails to obtain such a use agreement. In the event the Devil Rays cease to have an agreement to use Progress Energy Park, Andretti Green shall enter into a Use Agreement with the City for such facility. In the event there is an inconsistency between the Use Agreement and this Agreement, this Agreement shall govern.

C.

The charges imposed by the City associated with Andretti Green’s use of the Race Event Facilities shall includeonly out-of-pocket costs and expenses incurred by the City which are payable by the City to either its employees or third parties, plus applicable taxes (including but not limited to sales and use taxes), including but not limited to out-of-pocket costs and expenses related tostaffing, stage hands, equipment rentals(rentals ofnon-Cityequipment only),public safety and set up and tear down, to the extent such services, equipment and materials are requested by Andretti Green and related to Andretti Green’s use of the Race Event Facilities. Such charges shall not include loss of profits, loss of rentals or fees on similar entrepreneurial items, which are speculative and which would not have been produced without the Race Event. The City shall provide, at no cost to Andretti Green, the facility space, full-time facility staff, and customary building utilities.

D.

The City shall have ten (10) days from the date of full execution of this Agreement (not counting the date on which theAgreement is fullyexecuted) to review existingdeed restrictions, leases, agreements, bond covenants, and any other existing contracts which may affect the City's ability to comply with its obligations pursuant to this Agreement and to provide written notice to Andretti Green within such ten (10) day period of any additional exceptions required to Andretti Green's use of the Race Event Facilities and the exact rights of others based on such pre-existing obligations of the City. Upon receipt of any such written notice from the City, Andretti Green shall have the right within fifteen (15) days thereafter to elect to either (i) except such pre-existing rights of others from Andretti Green's exclusive use of the Race Event Facilities during the Term, or (ii) terminate this Agreement (not by reason of Default by the City). This Paragraph 6.6 D. shall not apply to any FAA approvals required to be obtained pursuant to this Agreement.

E.

Pioneer Park. Andretti Green shall have the exclusive use of Pioneer Park from 6:00 a.m. on the Monday preceding the Race Event until 12:00 p.m. on the Monday following the Race Event. Andretti Green also shall be permitted to build temporary grandstands in Pioneer Park as permitted in the Set-up and Dismantling Plan (as defined in Paragraph 6.9 below). Except as otherwise provided in this Agreement (e.g., Andretti Green’s obligation to pay for City services related to use of Pioneer Park), the City shall not charge Andretti Green for use of the Pioneer Park space.

6.7

Temporary Boat Slips. To the extent permitted by applicable Laws and provided Andretti Green obtains all required permissions, permits and approvals, Andretti Green shall have the right to construct temporary boat slips in the south Yacht Basin as designated on Exhibit A attached hereto ("Boat…