Formula 1 Draft Contract

Subject to Contract. For Discussion Purposes Only.
CONFIDENTIAL. COMMERCIALLY SENSITIVE.
HOST 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, 11th 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 No2 St James’s Market, London SW1Y 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.
I. 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 the Fan Fest being held in
Museum Park and Bayfront Park being used in connection with the Race and the City
wants to enter into a revocable-at-will license for the use of the Premises (as defined in
Section _____) 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
Circuit 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 ____), the Circuit and any and Improvements (as defined in Section ____)
(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 Event through and including 11:59 PM seven (7) days after the end
of the last day of the Event.
2.5 The words “F1 Marks” means (i) the F1 Formula 1 logo, F1 logo, F1,
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 F1 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 ___) and on any other property owned by private or
public entities around the Circuit (as defined in Section ____), 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 dated as of ___________, 2018 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, a copy of which is attached to this Agreement as Exhibit "B".
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 _________,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 the GP Parties in connection with the
Event pursuant to this Agreement or any other license or use agreement executed by the 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,
including any state-controlled or state-owned business, enterprise, corporation, organization, or
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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
_____ or the earlier termination of this Agreement in accordance with Section_____.
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 be providing 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 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
and at no additional charge to the Promoter. 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 ______, 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 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 (l) 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______). 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 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
Department 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 an outside vendor 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.
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
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).
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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 ______, 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
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
5879359.21
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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
(“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:
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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 ______.
16.4 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 ____, 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,
including, but not limited to, construction or building permit(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
5879359.21
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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
_____ 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 ______, 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
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 department
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
5879359.21
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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 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.
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.
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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 GP Parties, 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 GP Parties, 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 GP Parties 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,
employees, 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, employees,
agents, or licensees 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 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 Promoter or its employees, agents, servants, or principals. The City
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'
fees and costs of defense, which the Promoter or its officers, employees, agents, or licensees
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or
5879359.21
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nature to the extent arising out of, relating to or resulting from a default by the City under this
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
applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable
attorneys’ fees 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
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, jointly
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.
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.
The Parties agree that this Agreement is conditioned upon the occurence of the following
conditions precedent:
23.1 The Parties entering into a Park Use Agreement and the approval of such
agreement by the Trust.
23.2 The GP Parties entering into a Parking Use Agreement with the MPA.
23.3 The GP Parties entering into a license agreement with Miami-Dade
5879359.21
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County governing the use of PortMiami in connection with the Event.
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 of any 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
5879359.21
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within said thirty (30) day period to proceed promptly and with due diligence and in good faith
to pursue curing said non-performance.
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 _____ 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.
notice if the Track Design is not approved as set forth in Section _____.
notice that the GP Parties are unable to obtain the permits and/or licenses and/or approvals
materially necessary to hold the Event.
notice that the Race Promotion Contract between the Promoter and FOWC has been terminated.
25.3.5 Non-performance of any material covenant of this Agreement, and

other matters listed in Sections ____ and ____, and failure of the City 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 City 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.
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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: Emilio Gonzalez

City Manager
City of Miami
444 S.W. 2nd Avenue
10th Floor
Miami, Florida 33130
etgonzalez@miamigov.com
With a copy to: Victoria Mendez

City Attorney
444 S.W. 2nd Avenue Suite 945
Vmendez@miamigov.com
If to the Trust: Jose Gello

Interim Executive Director
Bayfront Park Management Trust
301 N. Biscayne Boulevard
jgello@miamigov.com
If to the Promoter: 423 West 55th Street, 11th 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
5879359.21
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Attention: General Counsel
with a copy to: Bilzin Sumberg Baena Price & Axelrod

1450 Brickell Avenue
23rd Floor
Miami, FL 33131
Attention: Sara B. Herald
Email: sherald@bilzin.com
If to FOWC: No2 St James’s Market

London SW1Y 4AH
England
Email: legalnotices@f1.com
Attention: Legal Department
Email: ctargett-adams@f1.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 ____ and _____, shall reasonably cooperate with the Promoter in obtaining
the same.
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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.
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.
29.4 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:
29.4.1 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;
29.4.2 To execute documents or give approvals, regardless of the purpose

required for such execution or approvals;
29.4.3 To apply for or assist the GP Parties in applying for any county,
city or third party permit or needed approval; or
29.4.4 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 department 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
5879359.21
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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
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
5879359.21
23
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 ____. For purposes of this Agreement, “mutually agreed upon” or “mutually agree
upon” 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,
5879359.21
24
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.
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.
5879359.21
25
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]
5879359.21
26
EXHIBITS:
Exhibit A Proposed Event Logos/Marks
Exhibit B Parking Authority Agreement
Exhibit C Park Use Agreement
Exhibit D Track Design
Exhibit E Clean Zone Area
Exhibit F Anti-Bribery Principles
Exhibit G Insurance Requirements
[SIGNATURE PAGE FOLLOWS]
5879359.21
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:
BAYFRONT PARK MANAGEMENT SOUTH FLORIDA RACING, LLC, a

TRUST Delaware limited liability company
By: By:
Name: Name:
Title: Title:
5879359.21
EXHIBIT “G”
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 department, 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.
(g) Fraud, theft or making false or misleading statements of any sort are unacceptable.
(h) Speaking up about any concern is encouraged.
5879359.21
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 $ 1,000,000
General Aggregate Limit (Per Event $ 2,000,000
Products/Completed Operations $ 2,000,000
Personal and Advertising Injury $ 1,000,000
Spectator Liability $ 1,000,000
Fire Legal Liability $ 300,000
Motorsports Participant Injury $ 1,000,000
Contingent Liquor Liability $ 1,000,000
Medical Expense $ 10,000
Motorsports Errors & Omissions $ 100,000
Expense Reimbursement $ 100,000
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
II. Business Automobile Liability (Primary & Non Contributory)
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto/Owned Autos/Scheduled
5879359.21
Including Hired, Borrowed or Non-Owned Autos

Any One Accident $ 1,000,000
Medical Payments $ 5,000
UNINSURED/UNDERINSURED UM $ 1,000,000
Physical Damage/Hired Auto Physical
Damage- ACV $1,000 Deductible

MANAGEMENT TRUST, MIAMI PARKING AUTHORITY, IT S
III. Worker’s Compensation
Limits of Liability
Statutory-State of Florida
Waiver of subrogation
Employer’s 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)
Each Occurrence $9,000,000
General Aggregate $9,000,000

XCU HAZARDS
TERRORISM INCLUDED
V. Commercial Excess Liability (Excess Follow Form Second Layer)
General Aggregate $40,000,000
B Endorsements Required

XCU HAZARDS
TERRORISM INCLUDED
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)
Policy Aggregate $10,000,000

MANAGEMENT TRUST, MIAMI PARKING AUTHORITY, ITS EMPLOYEES,
CITY OF MIAMI INSTRUMENTALITIES AND OFFICERS, ELECTED
OFFICIALS, AGENTS, AND DIRECTORS.
XCU HAZARDS
TERRORISM INCLUDED
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.

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Subject to Contract. For Discussion Purposes Only.

CONFIDENTIAL. COMMERCIALLY SENSITIVE.

HOST CITY AGREEMENT FOR THE

FORMULA 1 MIAMI GRAND PRIX

E. The Promoter desires to bring a Championship race, anticipated to be identified as the

1. INCORPORATION OF BACKGROUND STATEMENTS.

2.6 The words “Financial or Other Advantage” means anything of value,

6.3 Internship and Vocational Opportunities. In connection with each Event,

6.4 Additional Initiatives for Underresourced Communities. In connection

8.1 Inclusion of Race in Championship Calendar. Subject to receipt of all

8.3 Number of Cars. FOWC shall make commercially reasonable efforts to

9.2 Use of Miamarina. To the extent not already encumbered by a lease or

10. CITY OBLIGATIONS.

10.4 Voluntary In Kind (“VIK”) Services.

10.4.1 In addition to allowing the GP Parties to utilize the necessary

10.4.1.1 Coordination of Event-related activities with

10.4.1.2 Assistance with maintenance of traffic plans and

10.4.1.3 Coordination of, and assistance with, FIA track

10.4.1.4 Coordination of, and assistance with, customs

10.4.1.5 Assistance with, and expeditious review and

10.4.1.6 Assistance with requests for permits, road closures,

10.4.1.7 All necessary police, fire rescue and traffic control

10.4.1.8 Assistance in limiting or prohibiting “ambush

10.4.1.9 City of Miami Marine patrol services, including,

10.4.1.10 Assistance with civil works and related engineering

10.4.1.11 Solid waste disposal services;

10.4.1.12 Assistance with additional public transportation

10.4.1.13 Technology services (e.g., fiber connections,

10.4.1.14 Promotion of the Event within City-controlled

10.4.1.15 Any other services that are customarily provided by

11. COMMERCIAL RIGHTS.

13. FORCE MAJEURE.

14.1 Except as specifically authorized in this Agreement, this Agreement does

15. ANTI-BRIBERY PRINCIPLES.

16. PERMITTED USE OF PREMISES.

16.1 The Promoter shall only perform work, or make Improvements, on or to

17. PERMITTING AND APPROVAL PROCESS.

17.2.1 As an alternative to revising the Development Concept or the

17.2.2 Following completion of the Development Concept and Track

17.3 If the GP Parties’ Event-related activities or other actions relative to the

17.5 Prior to commencing any construction and/or installations on the

18. EVENT COMMITTEE

19. SURRENDER OF PREMISES.

20. CITY NOT RESPONSIBLE FOR ACTS OF OTHERS.

21. INDEMNIFICATION AND HOLD HARMLESS.

22. LIABILITY FOR DAMAGE OR INJURY; WAIVER OF SOVREIGN

23. CONDITIONS PRECEDENT.

23.3 The GP Parties entering into a license agreement with Miami-Dade

County governing the use of PortMiami in connection with the Event.

24. SUCCESSORS IN INTEREST.

25.1 TERMINATION BY CITY: The occurrence of any of the following shall

25.1.1 Automatic Termination shall occur upon the occurrence of any of

25.1.1.1 Institution of proceedings in voluntary bankruptcy

25.1.1.2 Institution of proceedings in involuntary bankruptcy

25.1.1.3 Assignment of Agreement by GP Parties for the

25.1.2.1 Non-payment of any sums due under the Park Use

25.1.2.2 Notice of any condition reasonably demonstrated to

25.1.3.1 Non-performance of any covenant of this

25.3 TERMINATION BY THE GP PARTIES: Each of the GP Parties shall

25.3.5 Non-performance of any material covenant of this Agreement, and

25.3.6 Failure of the Parties to agree on an alternative Track Design after

If to City: Emilio Gonzalez

With a copy to: Victoria Mendez