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14K views46 pagesR - Nascar Chicago Park District Permit Agreement 2022-25 - Fully Executed
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/ 46
PERMIT AGREEMENT
BETWEEN THE CHICAGO PARK DISTRICT AND NASCAR
This Permit Agreement (the “Agrcement”) is executed and effective as of this 18th day
of July, 2022 (the “Effective Date”) by and between the Chicago Park District (the “District”) and
NASCAR Events and Entertainment, LLC (“NASCAR”), a Florida limited liability company. In
this Agreement, the District and NASCAR are collectively referred to as the “Parties,” and each,
individually, as a “Party,”
RECITALS
A. The District owns, operates, manages, and controls over 8,000 acres of open space
within the city limits of the City of Chicago (the “City”). One of these parks is the
iconic Grant Park, located generally between Randolph Street on the North, Roosevelt
Road on the South, Michigan Avenue on the West and Lake Michigan on the East.
B. NASCAR desires to conduct a NASCAR Cup Series event in the City. NASCAR
intends to conduct the race (the “Race” in the City during the 2023, 2024 and 2025
NASCAR Cup Series seasons. The Race and the corresponding activities comprise the
NASCAR race event and fan festival (the “Event”),
C. NASCAR, in collaboration with the Chicago Convention and Tourism Bureau d/b/a
Choose Chicago (“Choose”), the Chicago Sports Commission (the “CSC”) and the
City, desires to work collectively to bring this Event to the City
D. In furtherance of this desire to host the Event in the City in the summer of 2023, 2024
and 2025, NASCAR wishes to enter into a permit agreement with the Distriet to utilize
Grant Park and any necessary appurtenant District property as deemed necessary by
the parties under the terms and conditions as set forth herein,
For, and in consideration of the mutual covenants, rights, and obligations set forth in this
Agreement, the Parties agree as follows:
1 The Event, The Event consists of NASCAR's Cup Series race and other sanctioned
motorsports events, a combined paid, ticketed racing and entertainment event and a free fan
experience event to be held at Grant Park in Chicago, Illinois on July 1-2, 2023 and dates to be
‘mutually agreed upon in good Faith in 2024 and 2025 during the 90-day period following the prior
Event (and in future Term Years, as applicable). The District hereby agrees that Event dates
substantially similar to 2023 are hereby acceptable for 2024 (July 6-7, 2024) and 2025 (July 5-6,
2025), and future Term Years, as applicable (each such dates, the “Event Dates"), as well as
Substantially similar related Staging Windows (defined below) for periods substantially similar to
‘the 2023 Staging Window. The Event’s hours of operation during which the Event will be open to
the public shall be 8:00 a.m. to 10:00 p.in. each day. Notwithstanding the foregoing, NASCAR
and its vendors shall have unrestricted, 24-hour access to the Event Site during the Event Dates
and the Staging Window, subject to the provisions set forth in the District's Event permit. The
hours of operation during which the Event will be open to the publie may be adjusted, if approved
MASCaR-DISTHuCr
Pont Aereenen by City, due to weather or public safety request. The start time of racing activities is subject to
change by NASCAR in its discretion due to weather, request by the applicable television
broadcaster, or such other reasons NASCAR deems necessary or appropriate. [n the event of a
change in the start time of racing activities, NASCAR will notify the District as soon as reasonably
practicable after receipt of notice of such change. NASCAR shall ensure that attendance at the
Event at any time does not exceed 100,000 people unless otherwise agreed to by the District
2. Permit. Subject to NASCAR complying with the District’s standard permit requirements
(that apply to all events in Grant Park that are at least a one-day event), applicable City regulations
(including the City of Chicago noise ordinance, subject to exceptions thereto to be contained in
the ordinance), and the terms herein, the District shall issue a permit to hold the Event (“Event
Permit”) each year as contemplated herein. NASCAR and its designees will have access and
exclusive use for the Event the portions of Grant Park as outlined in Exhibit A (the “Event Site”)
for the purpose of conducting the Event. As part ofits rights hereunder, NASCAR shall be entitled
‘o use the Petrillo Band Shell, consisting of the stage and the park land facing the stage
(the “Petrillo Band Shell”), as one of the Event stages from Wednesday through Sunday of Event
week: provided that NASCAR’s use of the Petrillo Band Shell shall be subject to such restrictions
as the District deems reasonably appropriate and as the City may reasonably require. NASCAR
shall be responsible for any cost associated with the Petrillo Band Shell (including but not limited
{0 costs associated with the trusses, sound systems, and lights). The Disttict shall provide
NASCAR keys to access the Petrillo Band Shel! office space area and basement; NASCAR shall
return such keys to the District no later than the conclusion of load-out. NASCAR shall confirm
its intention to use the Petrillo Band Shell to the District no Inter than December 1 of the year prior
to the upcoming Event. The District further grants NASCAR and its designees the right of ingress
and egress for load-in and load-out as well as exclusive access to portions of Grant Park for staging
Purposes both prior to and following the Event as provided in Exhibit Bf (the “Staging Window").
A. Co-Terminus and Competing Events. Bach Term Year, no later than 120 days prior to
the commencement of the Staging Window, the District shall provide NASCAR with
a list that sets forth all events and activities that will be occurring or loading-in ot
Joading-out in the Event Site within the Staging Window for such Term Year (the “Co-
Terminus and Competing Events List”). NASCAR will make reasonable
‘accommodations so as to minimize its interference with any such events or loading
activities. After March 1 of the corresponding Event year, the District shall not
schedule, permit or allow any additional events or activities to occur or load-in ot load-
out in the Event Site within the Staging Window or during the Event Dates without the
consent of NASCAR.
B. Production of Event. NASCAR shall use a third party to produce the Event
(the “Producer”), The Producer shall work with the District to ensure both NASCAR
and governmental procedures are followed at all times during the staging and
production of the Event. The District shall notify both NASCAR and the Producer, in
a timely manner upon its knowledge, of any special conditions or precautions related
to the Event Site.
C. Scope of Event. The Producer and NASCAR contemplate a series of activities and
promotional actions related to the Event. Provided such activities and actions are not
WascAR-DIstRicT 2
amit Agreement in conflict with District policy, the District shall not interfere with any such activities.
During the Event, NASCAR shall have sole and exclusive control over the conduct of
the racing in all of its phases, including, but not limited to, control of the racing surface,
pits and pit lanes, garage areas, and race control during all racing-related activities,
throughout and during the Event. NASCAR shall conduct the races through its officers
and designated officials, and the District shall cooperate fully with NASCAR to permit
them to conduct the races in accordance with this Agreement. NASCAR may make
routine adjustments necessary for the orderly conduct of the sport including, but not
Jimited to: adjustments to awards; adjustments or elimination to practice and qualifying
procedures; adjustments to Event schedules, adjustments to race formats including, but
not limited to, the distance of the race; and adjustments to Event operational standards
and other standards specified in existing Exhibits to this Agreement as industry
standards change. NASCAR agrees that the dates, times, areas and attendance limits of
the Event may be modified or changed by mutual agreement of the Parties. The times
(but not the dates), areas, and attendance limits of the Event may be modified or
changed by the Distriet if the District in its reasonable judgment and, after consultation
with NASCAR and the City, believes that such modifications or changes are needed to
address health, safety, crowd control, security or other concerns necessary to comply
with applicable law, provided, that within a reasonable time before any such
modification or change is implemented, the District consults with NASCAR and gives
due consideration to any reasonable proposals made by NASCAR with respect to any
such modifications or changes.
Exclusive and Non-Exclusive Rights. The District hereby grants NASCAR the
exclusive right to conduct eutomobile motorsports racing events at Grant Park during
the Term of this Agreement. The District grants to NASCAR the non-exclusive,
‘nontransferable right to usc (i) the District’s name and logos, (i) the name and image
of Buckingham Fountain, and (iii) the name and image of features in Grant Park (which
excludes any images or features of Millennium Park) in connection with producing the
Event; provided that such use shall be subject to the District's prior consent, as the ease
‘may be, which consent shalt not be unreasonably withheld.
S
B. Access and Use. NASCAR acknowledges that access to, and use of, the Event Site and
related park space are subject to the District’s authorization and are primarily restricted
to non-racing activities, such as the fan festival and spectator and back-of-house
activities, Notwithstanding the foregoing, NASCAR may use the Event Site for those
certain racing-related activities as set forth in Exhibit C. NASCAR acknowledges that
acess and use of the sidewalks, streets and public ways are subject to the City’s
authorization and permission, NASCAR shall be obligated to obtain such authorization
and permission from the City at Jeast 60 days in advance of the Event. The District may
assist with NASCAR obtaining said permits, but only to the extent of acknowledging
the District’s ownership of the designated Event spaces imder the control of the District,
as well as the District’s approval of the Event.
F. Production of Event. NASCAR has i dustry standards and requirements related to the
Event, with which Producer is familiar, The District shall not unreasonably withhold
or delay approval for activities and measures related to the production of the Event.
Nascar-DIsTRICT 3
Permit Agrenent G. Ingress_and Egress. The District shall allow NASCAR, the Producer, and their
contractors, consultants, subcontractors, materialmen, suppliers, workers and other
necessary third parties access to Grant Park, including reasonable ingress and egress
With vehicles throughout Grant Park in preparation for the Event during the Staging
Window. During the event, NASCAR shall provide appropriate credentials to
NASCAR, Producer, and District staff and related parties (including (i) in the case of
NASCAR, any broadeast personnel, team members, officials, and competition-related
vendors, and (fi) in the case of tire District, any District personnel that are on duty for
the Event or serving in a capacity supporting the Bvent) commensurate with the access
required for such persons, subject to restrictions and requirements as determined by
NASCAR (including execution of waivers required by NASCAR).
HL, Site Pian. NASCAR shall, as part ofits permit, conduct a walk-through with designated
District staff regarding the existing condition of the Site, as well as comply with the
Site Plan set forth as Exhibit D (the “Site Plan”), which was prepared to reflect all
imitations on the use of certain areas of Grant Park (due to weight restrictions, as well
28 ulility availability), as well as protection requirements of surfaces and landscaping,
luding tennis courts, grass, trees, planting beds, etc, The District will review and
approve the Site Plan, such approval not to be unreasonably conditioned, withheld, or
delayed,
1. Additional Support. The District, upon the reasonable request of NASCAR, shall work
with Choose, the CSC, the City and the appropriate City agencies and authorities to
assist in the production of the Event.
J. Compensation for Disruption. NASCAR acknowledges that the District isin both Jong
and short-term agreements with vendors in Grant Park who provide food, beverage,
and leisure services in Grant Park, primarily for only a portion of the year, and that the
schedule of NASCAR’s use may interfere with the normal operations of said vendors
during this peak time. To the extent NASCAR does not offer such a vendor the
opportimity to continue operations curing the Event, NASCAR will have an obligation
{0 compensate such vendor for its closed or curtailed operations during the Event,
including the Staging Windows. The District will help to identify any affected vendors
and confirm the approximate compensation amounts required to be paid, At least 60
days prior to the Event in each Term Year, the District shall provide NASCAR with a
list of vendors and approximate compensation amounts for such Term Year (the
“Vendor List”). NASCAR's compensation obligation to any vendor shall not exceed
105% of the compensation amount set forth in the Vendor List. The District shall use
best efforts to mitigate the amount of any such compensation amounts wen negotiating
new vendor agreements that may be affected by NASCAR’s use.
K. Admission Fee: Complimentary Access. The Parties intend that a fee will be charged
for admission to the Event, such fee to be set by NASCAR. The Parties further
acknowledge that NASCAR may provide complimentary tickets or access; provided
that such amount may not to exceed 10% of the total admission for the Event unless
otherwise agreed by the Parties. For the avoidance of doubt, tis Section 2(K) shall not
apply to (i) NASCAR, Producer, and Disirict staff’ and related parties that receive
NASCAROWSTRICT 4
Poon Agreement 3.
credentials pursuant to Section 2(G); (ii) agreements that NASCAR has made to
provide complimentary access that have been entered into prior to the Effective Date;
{Gii) corporate suite passes, NASCAR credential passes, and VIP passes; and (iv) passes
provided to the District pursuant to Section 2(L).
L. District Hospitality Package, NASCAR shall provide the District, at no charge,
NASCAR credential passes and general admission tickets, each in a reasonable amount
to be mutually agreed upon by the Parties,
‘Term and Termination,
‘Term. The term of this agreement shall commence on the Effective Date and shall
terminate on December 31, 2025, unless earlier terminated pursuant to the terms of this,
Section 3 (the “Lerm”). During the Term, NASCAR shall have the right to hold the
Events in each of years 2023, 2024, and 2025 (each, a“Term Year”),
B. Option to Extend. Provided that NASCAR is not in default of this Agreement,
NASCAR may request to extend the Term for two additional one-year periods (2026
and 2027, respectively) by providing waitten notice to the District within 90 days
following the prior Event (e.g., within 90 days of the 2025 Event to exercise the 2026
option). The Term will be extended only upon the mutual agreement of the Parties,
‘Subsequent Events shall be held on dates mutually agreeable to NASCAR and the
District, but the District hereby agrees that the 2023 Event Date and Staging Window
is acceptable for potential 2026 or 2027 Events, References in this Agreement to
“Term” shall include the initial term and all extensions thereof. The District shall not
need to provice any cause or reason for choosing to decline any extensions.
C. Postponement. Any postponement of the Event to another date will be subject to the
mutual agreement by both NASCAR and the District. NASCAR may alter the schedule
during any Event Date as determined by NASCAR. The District will not publish or
announce any such postponement date without NASCAR’s written approval. Should
the Event be postponed, the Staging Window will also be reasonably adjusted to
accommodate such postponed Event Date, The District may requite NASCAR to pay
additional permitting fees to accommodate such postponed Event Date, The amount of
such additional fees shall be agreed by the Parties; provided that the Parties
acknowledge that such additional permitting fees will be reasonable and commensurate
with the amount necessary to compensate the District for additional work related to the
postponement. No refunds of any permitting fees will be issued in the event of a
postponement for the duration of the year the Event was to occur.
D. Adjustments to Event Site. NASCAR shall make all commercially reasonable efforts
to adjust the Event Site upon the request of the District for the purposes of
‘accommodating events listed on the Co-Terminus and Competing Events List
NASCAR-DISTRICT 5
emit Agreement E. Termination.
(Termination Upona Default. This Agreement may be terminated by either Party
‘upon 30 days’ written notice to the other Party in the event of a material breach of this
Agreement by the other Party thal remains uncured during the 30-day notice period (or
such shorter period as may be reasonable under the circumstances). [fa Party gives the
other Party written notice of a material breach, the notice must specify the breach and
the action necessary to cure the breach, NASCAR shall not be entitled to
reimbursement of any amounts paid to the District prior to the termination date;
provided that if the termination was a direct result of a material breach by the District
hereunder, then the Permit Fee in the then-current Term Year shall be reimbursed,
i) Termination for Convenience by the District. The District may terminate 1
Agreement at any time for convenience by providing NASCAR with prior written
notice at least 180 days prior to the next Event. NASCAR shall not be entitled to any
compensation or expectation damages due to termination by the District, and shall
include clauses in all agreements with vendors and subcontractors that limit any such
damages,
(iii) ‘Termination for Convenience by NASCAR. NASCAR may termingte this
‘Agreement at any time for convenience by providing the District with 90 days" prior
written notice. If such termination notice is provided at least 180 days prior to the next
Event, then the District shall not be entitled to any compensation or expectation
damages due to termination by NASCAR. Ifsuch termination notice is provided fewer
than 180 days prior to the next Event, then NASCAR will pay to the District a
‘ermination fee of $250,000 upon NASCAR’s termination in accordance with this
Section 3(E)(iii).
Gv) Termination following Change in Law or City-Related Acts, This Agreement
shall automatically terminate in the event that the Event is not performable due to a
change in applicable law or due to any act or failure to act of the City, any City
department, any sister ageney of the City, or any City-related entity, NASCAR shall
contract with Choose to reimburse NASCAR for costs actually incurred in connection
with the Event prior to such termination. NASCAR shall not be entitled to
reimbursement of any amounts paid to the District prior to the termination date;
provided that if the reason for termination hereunder was due to actions taken by the
District, then the Permit Fee in the then-current Term Year shall be reimbursed.
4, Fees and Restoration Costs.
A. Poumit Fee. In consideration of the Event Permit for each Event, NASCAR shall pay
to the District a permit fee (the “Permit Fee”) equal to the sum of () a fixed fee equal
to (a) $500,000.00 in the first Term Year (2023), (b) $550,000.00 in the second Term
‘Year (2024), (c) $605,000.00 in the third Term ‘Year (2025), and (d) an amount in cach
renewal Term Year to be determined. by mutual agreement of the Parties in a manner
consistent with the fee structure used for the prior Term Years, plus (ii) a variable fee
equal to $2.00 per ticket sold for admission to the Event (excluding corporate suite
NASCAR-DISTRICT 6
Penni Agreement passes, NASCAR credential passes, and VIP passes), plus (ii) a vatiable fee equal to
15% in 2023, 20% in 2024, and 25% in 2025 of NASCAR'S net commissions on food
and beverage concessions (excluding catering and corporate suite and premium food
and beverage) and NASCAR merchandise sold at the Event, NASCAR will pay the
fixed portion of the Permit Fee set forth in clause (i) 90 days prior to each Event, and
will pay the variable portions of the Permit Fee set forth in clauses (i) and (iii) within
90 days following each Event. NASCAR shall be obligated to pay the Permit Fee to
the District, and shall not be entitled (0 reimbursement, even if no Event is held in a
given Term Year, unless the reason that such Event was not held was a direct result of
‘the material breach by the District hereunder or if the Event is not performable as a
result ofan event of force majeure, including due to any of the following circumstances:
(a) war, invasion, or armed conflict occurring within the City; (b) acts of terrorism that
cause direct physical damage to the Event Site; (c) nuclear, chemical, or biological
contamination damaging the Event Site; (d) riot or eivil commotion in the immediate
vicinity of the Event Site; (e) a fire, explosion, flood, earthquake, or tornado that causes
direct physical damage to the Event Site; (Q) a national, siate, or City-wide strike not
specific to the Event that has a ditect adverse impact on NASCAR’ ability to conduct
the Event; or (g) the occurrence of an epidemic or pandemic declared by the World
Health Organization in the City or directly affecting the City after the Effective Date
{including the continuation of the COVID-19 pandemic after the Effective Date) where
any federal, state, City, or other governmental entity emergency declaration, travel
resttiction, or other order, decree, directive, or requirement (including in respect of
Quarantine) that takes effect following the Effective Date regarding public conduct in
response to such epidemic or pandemic has a direct adverse impact on NASCAR's
ability to conduct the Event.
B. Damage Assessment and Restoration Costs,
() _Pre:Load-In Walk-Through. The Parties shall traverse the proposed Event
footprint before load-in with an agreed upon third-party landscape contractor and make
a site assessment that the Parties shall review and agree upon, Based upon such walk
through, NASCAR will ereate a list af identified defects, which shall be agreed by the
District (the “Walk-Through List”); however, the Disttiet shall not be required to fix or
correct any defects, but such list will be for future use in determining the extent of
damage, if any, to District property. As part of the walkthrough, the District will
disclose all material and relevant defects in the Park. NASCAR will not be liable for
such defects noted on the Walk-Through List or those issues disclosed by the District.
‘The District will provide to NASCAR and the Producer with tree protection standards
wihich must be followed for the duration of the Event, as referenced in Section 2(H) of
this Agreement, The District will also assist in utility locates, if needed,
Gi) Post-Event Walk-Through. At the conclusion of the Event, the Parties shall
conduct @ post-Event walk-through using the same contractor that conducted the pre-
site inspection. The contractor shall submit a damage assessment and restoration
estimate to the Parties to review and agree upon. The agreed-upon amount shall be the
‘Restoration Costs” and shall be payable to the District by NASCAR, NASCAR will
leave the Event Site in the same condition as i was in during the pre-load walkthrough
NASCAR-DISTRICT 7
Permit Agrsnent described in Section 4(B) of this Agreement, and NASCAR shall remove all items that
‘were used in the production of the Event.
Gil) _ Dispute Resolution. In the event of a dispute between the Parties as to the
amount of Restoration Costs for the Event, the final arbiter shall be the District General
‘Superintendent & CEO.
C. Security Deposit. In each Term Year, NASCAR shall pay to the District a security
deposit equal to $50,000.00 for damages that may occur in the course of the Event. For any future
extension option years that are exercised, the Parties shall mutually agiee upon a security deposit
fe that is in line with the fee structure for the original Term Years, After the walk-tbroughs set
forth in Section 4(B), the District shall return the security deposit to NASCAR, subject to any
adjustments for damages incurred during the Event.
5. _piavailing Wage. To the extent required by vatious existing collective bargaining
agreements, NASCAR shall pay prevailing wage or the equivalent to its sub-contractors, vendors,
assemblers and other unionized personnel.
©. ge NASCAR Riahts. In addition to any other rights of NASCAR set forth in this Agreement,
NASCAR shall have the following rights in connection with the Events:
A. Ticketing. NASCAR shall have the tight to market, control and sell tickets of edinission
for the Event and to receive and retain all revenue thereftom,
B. Event Entitlement and Sponsors. NASCAR shall have the exclusive right to sell the
Event entitlement and sponsorship for the Event, which will include selling signage on
racing barriers, fencing and other locations as determined and constructed by NASCAR
throughout Grant Pari. NASCAR shall be entitled to sell and retain one hundred
percent of the proceeds generated from the sales of sponsorship for the Event. Such
Sponsors include without limitation the following: Coca-Cola; Anheuser-Busch;
GEICO; and Comeast/Xinity.
C- Concessions, Merchandising and Hospitality. NASCAR shall have the tight to provide
merchandise, concessions, golf carts, hospitality and catering (including alcohol sales)
for the Event in all areas of Grant Park and to retain the revenues derived therefrom,
excepting the percentage payment to the District for the Permit Fee in Paragraph 4(A)
of this Agreement, NASCAR shall be responsible for obtaining all necessary permits
regarding the sale of alcohol from the City.
D. Display and Vending. NASCAR shall have the right to sell display and vending space
for the Event and retain all revenues derived therefrom.
¥. Broadeast Rights. The District acknowledges thet NASCAR, exclusively and in
Porpetuity, own the broadcast, transmission and ancillary tights to the Event, which
includes any and all rights to film, tape, photograph, capture, collect, record and to
simultaneously or thereafter reproduce, broadcast, transmit, distribute or exhibit of the
Performance of the NASCAR Series event and any replay thereof, by any means,
Process, medium, distribution platform, method or device, whether now known o:
NASCARDISTRICT 5
Porm Agree hereafter developed, including without limitation, by broadcast television signal, cable,
direct broadcast satelite, internet, radio (whether satellite or terrestrial) and/or could
be offered to consumers on a pay-per-view or subscription basis throughout the world
(the “Transmission Rights”) and shall retain all revenue thereto, including both revenue
from any Transmission Rights and any other ancillary rights related to the Event, Such
rights shall also include the right to any directly related activity (for example, delayed
{ansmissions, single re-transmissions, and support shoulder programming.) For clarity,
and without limiting the foregoing, Transmission Rights inelude the right to offer the
‘Transmission Rights of an Event to mobile: devices, tablets, computers, connected TVs,
virtual reality viewing devices, hologram viewing devices, etc, For further clarity,
without limiting the foregoing, the Transmission Rights of an Event could be included
as part of what is commonly known as a “TV Everywhere offering,” and/or could be
offered directly to consumers or delivered as part of any other type of offering now
Known or hereafter developed, which includes any and all rights with respect to the
Event. In addition, to the extent not already owned by NASCAR, the District hereby
assigns to NASCAR exclusively and in perpetuity any and all rights to transmit, film,
tape, capture, overhear, photograph, collect or record by any means, process, medium
or device, whether or not currently in existence, all images, sounds and data arising
from or during the Events and agrees that NASCAR shall further assign, oxelusively
and in perpetuity, to NASCAR all right, title and interest in and to the Transmission
Rights and any other works, copyrightable or otherwise, created from the images,
sounds and data arising from or during the Events, and that NASCAR shall be the sole
and ultimate owner thereto. The District represents and warrants that as of the Effective
Date of this Agreement, it has not granted to any third party the rights granted in the
immediately preceding sentence, including but not limited to rights relating to the
Internet or World Wide Web, unless otherwise expressly disclosed in writing 10
NASCAR prior to the Effective Date of this Agreement. The District shal take all steps
reasonably necessary, and all steps reasonably requested by NASCAR, to protect,
perfect or effectuate NASCAR’s ownership or other interest in the rights that are the
subject of this Section 6(E). NASCAR may, but shall’ not be obligated to, exploit
Transmission Rights and shall retain all proceeds from the exploitation of such rights.
7. Event Improvements. During the Staging Window, NASCAR shall, at its sole cost and
expense, have the right to design, construct and install in, on, and at Grant Park certain
‘modifications or temporary improvements to Grant Park that ate necessary or desirable for holding
the Event in Grant Park (the “Event Improvements”). The Event Improvements shall be materially
in accordance with NASCAR's obligations under this Agreement and shall comply with all state
and local law. The District will review the plans for any improvements prior to the submittal for
any permits and shall provide comments where necessary in a commercially reasonable time
frame,
8. Environmental Assessment and Precautions. The Parties acknowledge that NASCAR
racing requires unique safety and environmental precautions. The Parties agree to work together
to assess and calculate, in their expertise in their respective fields, the appropriate environmental,
security and safety precautions in advance of the Event and shall work with NASCAR and its
third-party producers and vendors to prepare for environmental and safety conditions related to the
Event site at least 90 days prior to the Event. The District agrees that certain portions of Grant Park
NASCARDISTRICT ’
omit Agra ‘and its surrounding streets must have restricted access during the Event. This will include without
limitation the broadcast compound, garage areas, pit areas, tracks, driver owner lots as well as
other areas used for officiating and timing and scoring. A credentialing requirement will be
enforced around all restricted areas and as otherwise determined by NASCAR, which will include
placing appropriate signage and security personnel at access points into restricted areas, Each
person entering into such restricted areas must sign a valid waiver and present the appropriate
credentials,
9. Trademark/Copyright. This Agreement grants no rights to the District to make any use of
the trademarks, logos or other intellectual property of NASCAR and its member professional clubs
(the “Member Clubs”), “NASCAR”, “NASCAR iRacing”, and the corresponding logos, and the
names, symbols, helmet designs, color schemes, uniforms and other insignia of the Member Clubs
collectively, “NASCAR Marks"), other than in performance of the Event, without the priot
waritten consent of NASCAR. Without limitation of the forogoing, the District shall not use or
Produce any advertising, marketing or promotional pieces for its services which utilize any
NASCAR Marks unless such materials are approved in writing in advance by NASCAR in
NASCAR's sole and absolute discretion.
10. Indemnification,
A. ByNASCAR, NASCAR will indemnify, bold harmless and defend the District and its
directors, officers, employees and agents from and against any action, claim, demand
oF liability, including reasonable attomeys’ fees, to the extent arising out of or based
upon (}) breach of this Agreement by NASCAR; (ii) violation or alleged violation of
any laws, rules or regulations by NASCAR (or its employees or agents (excluding the
District and its subcontractors)); and (il) the misconduct or negligent acts or omissions
of NASCAR (or its employees or agents (excluding the District and its subcontractors)
in connection with the Event, The District will have the right to participate in the
defense of any such claim through counsel of its own choosing.
B. By the District. The District will indemnify, hold harmless and defend NASCAR and
its parents, affiliates, and direct and indirect subsidiaries, and each of their respective
affiliates, directors, officers, employees and agents ("NASCAR Enlities") and
NASCAR's sponsors and licensees, from and against any action, claim, demand or
Hability, including reasonable attorneys’ fees, to the extent arising out of or based upon
(i) breach of this Agreement by the District; (ii) violation or alleged violation of any
!aws, rules or regulations by the District (or its employees, subcontractors or agents) in
the permitting of the site (including failure to obtain necessary permits for the Event or
comply with permits and claims relating to violations of the Americans with
Disabilities Act or state disability access laws). NASCAR will have the tight to
Participate in the defense of any such claim through counsel of its own choosing.
11, Insurance, NASCAR will maintain, or cause to be maintained, in full force and effect the
following basic insurance coverages:
A. Commercial General Liability Insurance policy with a limit of not less than
$2,000,000.00 per Occurrence and $4,000,000.00 General Aggregate, covering Bodily
Nascar.oisruict 0
Psumic Agreement Injury and Property Damage, $1,000,000.00 Products and Completed Operations,
$1,000,000 Personal and Advertising injury and $50,000.00 Fire Damage Legal, with
‘no exclusion for beverage alcohol liability or liability arising from food-borne illness,
and an excess liability limits of $10,000,000.00.
B. Workers’ Compensation insurance for all employees with Employer's Liability limits
of not less than $1,000,000.00 per person.
C. Automobile Liability Insurance as related to an automobile used by an employee or
assign with limits of not less than $1,000,000.00 each accident, combined single limit,
Jor bodily injury and property damage, including coverage for owned, non-owned and
hired vehicles including loading and unloading operations,
D. Dramshop Insurance with a limit of not less than $1,000,000,00.
Alll policies must be issued by a company rated by A.M. Best as A- VIL or better, Each
Party’s insurance listed in this Section 11 will list the other Party (and in the case of NASCAR,
the other NASCAR Entities) as an additional insured {other than workers? compensation), Each
Party's insurers must waive any rights of subrogation against the other Party and all policies must
include a duty to defend, NASCAR shall require all oftheir respective subcontractors performing
Services for the Event to carry and maintain adequate insurance coverages consistent with industry
standards based on the work being performed, Subcontractors ma ntaining insurance as required
ty the District shall name the NASCAR Entities as additional insureds tnless otherwise agreed to
by NASCAR. In all policies the District must be named as an additional insured.
12. __ Public Statements. The Parties agree that they will coordinate the content and timing ofall
Dublie statements and press releases concerning the relationship governed by this Agreement, No
Party shall make any publi statements, tothe press or otherwise, which poriay the other Paty in
an unfavorable light.
15. ,pecelMaicuts. Any delay or failure of either Party to perform its obligations under this
Agreement is excused to the extent that it is caused by an event or occurrence beyond its reasonable
control, including acts of God, actions by governmental authority (whether valid or invalid), fires,
floods, windslorms, explosions, riots, natural disasters, pandemic and pandemie preventative
Protocols rendering the Event non-performable, wars, sabotage labor problems, acs of terrorism,
or artist or athlete injury, illness, or death provided the Party claiming force majeure promptly
notifies the other Party of the event of force majeure, the anticipated duration of the event of force
‘majeure, and the steps being taken to remedy the failure.
14, Assignment. No Party may assign its rights or powers under this Agreement without the
express written consent of the other Party. Any attempt to assign without the other Party's consent
will be null and void and will give the non-assigning Party the right to cancel and terminate this
Agreement.
“omplianes with Laws. NASCAR shall comply with all laws, statues, ordinances, rules,
jegulations and requirements of all governmental agencies and regulatory bodies having,
Jurisdiction with zespect to the production of the Event. Without limiting the foregoing, NASCAR
Shall comply as applicable with the illinois Environmental Protection Act, the Chicago Mu
NASCAR-DisTaiCT n
Porm Agreement Code Noise Ordinance, and the Lake Front Protection Ordinance in connection with the Event.
NASCAR shall use its reasonable efforts to ensure that the Event attendees and its Subcontractors
shall comply with all applicable laws at the Event Area, The District shall use its authority to obtain
and provide permits and approvals to the extent required to hold the Event,
16. Waiver. No waiver of any provision of this Agreement or of any right or remedy under this
Agreement will be effective uniess in writing and signed by the Party against whom such waiver
is sought to be enforced, No delay in exercising, no course of deuling with respect to, or no partial
exercise of any right or emedy under this Agreement will constitute a waiver of any other right ot
remedy, or future exercise thereof,
17. Governing Law. This Agreement will be construed under and in accordance with the laws
of the State of Illinois excluding any conflic-of-law or choice of law rules or principle that might
refer the governance or the construction of this Agreement to the law of another jurisdiction,
1B gusts NASCAR is responsible for payment of any applicable taxes, directly of indirectly
related to this Agreement attributable to NASCAR in accordance with law.
19. a lavetabiltv. If any provision of this Agreement is determined to be invalid under any
applicable statute or rule of law, it is to that extent to be deemed omitted, and the balanee of the
Agreement will remain enforceable.
20 ced tice. All notices will be in writing and willbe deemed to be delivered when received by
certified mail, postage prepaid, retun receipt requested, or when sent by facsimile or e-mail
sOpfzmed by call back. AU! notices will be directed to the Parties at the respective addresses given
below the signsture fine ofthis Agreement orto such other address as either Party may, front tine
to time, designate by notice to the other Party,
If to the District:
Chicago Park District
541 N, Fairbanks Ct,
‘Chicago IL 60611
‘Attn; General Superintendent
With a copy to:
Chicago Park District
541 N. Fairbanks Ct
Chicago Illinois 60611
Attn: General Counsel
NASCAR DISTRICT 2
Permit Ages EXCEPT FOR ANY INDEMNIFICATION
OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES, NOTWITHSTANDING ANY
PROVISION CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NO PARTY TO
THIS AGREEMENT WILL, BE LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT
FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES (INCLUDING DAMAGES FOR LOSS OF USE, POWER, BUSINESS
GOODWILL, REVENUE OR PROFIT, NOR FOR INCREASED EXPENSES, OR BUSINESS
INTERRUPTION) ARISING QUT OF OR RELATED TO THE PERFORMANCE OR NON
PERFORMANCE OF THIS AGREEMENT UNLESS THE DAMAGES AROSE DUE TO A
PARTY'S NEGLIGENCE OR WILLFUL BREACH OF THIS AGREEMENT.
21. LIMITATION OF DAMA‘
2. mautttival. Those provisions of this Agreement that by their nature extend beyond
‘ermination or expiration ofthis Agreement will survive such termination or expiration
23. Entire Agi reement. This Agreement and its enumerated Exhibits contain the entire
Aprvement between the Parties relative to the subject matter and supersedes any other prior
understandings, written or oral, between the Parties with respect to this subject imattex No
Variations, modifications, or changes in the Agreement are binding on any Perty to the Agreement
unless set forth in a document duly executed by or on behalf of such Parties.
24, Section References. When this Agreement makes reference to an article, section,
PeragrPh, clause, schedule or exhibit, that reference isto an atile, section, paragraph, clause,
Schedule or exhibit ofthis Agreement unless the context clearly indicates otherwise, Whenever the
‘words “include,” “includes,” or “including” are used in this Agreement, they are deemed to be
followed by the words “without limitation,”
25. | Loumlemarts. The Parties may exeoute this Agreement in any number of counterparts,
each of whi
