- FACILITIES AGREEMENT
THIS FACILITIES AGREEMENT (this “Agreement”) is made and entered into with
APPLE VALLEY SPEEDWAY, INC., a California Corporation (“AVS”).
- AVS is the operator of a facility located at 20455 Central Rd, Apple Valley CA, 92307 (the “Venue”).
- Lessee desires to lease the Venue from AVS, and AVS is willing to lease the Venue to Lessee, all upon the terms, covenants and conditions set forth herein.
NOW, THEREFORE, in consideration of the terms and conditions of this Agreement, and the mutual promises contained herein, the parties do hereby agree as follows:
TERMS AND CONDITION
Lease of the Venue. Lessee hereby leases the Venue, subject to the following specifications:
- Event Date:
- Description of Event (the “Event”)
- Time of the Event
In consideration of the lease of the Venue as set forth in Paragraph 1, above, as well as the remaining terms and conditions of this Agreement, Lessee hereby agrees to pay to AVS the following fees:
- Related Venue Charges: For the Event, fees shall be collected as the Related Venue Charges. Related Venue Charges include all items specified in the attached Special Events Projection Statement, if any.
- Age Restrictions: 18+. Guests must present valid, government issued identification. Any guests under the age of 18 must be accompanied by a parent or legal guardian.
- Video Camera Fees: Video camera fees have been waived for this event so long as the footage is used for promotional, noncommercial purposes.
Payments to AVS.
- Full balance must be paid upon arrival and before commencement of Open Practice.
- Balance is non-refundable once paid.
- Lessee understands that, in addition to the fees set forth in Paragraph 2, Lessee may become obligated to AVS for other charges as expressly set forth herein, including but not limited to charges for overtime charges and damages to the Venue.
In the event that Lessee cancels the Event for any reason following execution of this Agreement or AVS cancels the Event pursuant to Paragraph 10, AVS shall be entitled to retain the Initial Deposit pursuant to Paragraph 3(c), in addition to any Additional Deposits received prior to the date of cancellation.
LESSEE AND AVS HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE EVENT OF CANCELLATION OF THE EVENT FOR ANY REASON OTHER THAN EXCUSABLE CANCELLATION EVENTS, AVS WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, LESSEE WISHES TO HAVE A LIMITATION PLACED UPON ITS POTENTIAL LIABILITY IN THE EVENT OF CANCELLATION. AFTER DUE NEGOTIATION, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF LESSEE’S FOREFEITABLE DEPOSITS AS SET FORTH IN THIS PARAGRAPH 4 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH AVS WILL SUSTAIN IN THE EVENT OF CANCELLATION UNDER THE CIRCUMSTANCES DESCRIBED.
Insurance. Lessee shall be required to maintain their own insurance polices to cover auto, health and injuries. Lessee fully understands that AVS as a private race track, will not be responsible for any lost or damaged personal belongings, any accidents or body injuries incurred by Lessee under any circumstances. Lessee is fully aware of the dangerous nature of the Event, and fully aware of flying debris objects such as auto parts, tires debris, rocks, and other tangible or intangible objects that may cause property damages and bodily injuries to Lessee.
Facility. Lessee is leasing the Venue in an as-is condition, without representation or warranty by AVS as to the conditions, usefulness or fitness thereof for a particular purpose. Lessee shall have no right to utilize any personal property or equipment, except for those items describe in this Agreement or as agreed to by AVS in writing. Lessee agrees that it will use the Venue only for the purposes set forth herein and that it will comply at its own expense with all statutes, rules and regulations applicable to the Venue and such rules and policies governing use, which as may from time to time be promulgated and timely communicated with reasonable notice to Lessee by AVS. Lessee shall have no right to broadcast on radio or television while on the premises, but shall have the right to videotape, record and/or film the Event (prior written consent of AVS is hereby granted).
Conditions For Use of Venue.
- No open flame without proper permit.
- No inside use of propane stoves.
- AVS is entitled to charge any and all guests for parking fees.
- Tech Garage is not included in this Agreement.
- All drivers and passengers must wear a DOT Approved M2010 or SA2010 rated helmet before entering, and while on the track/skidpad. If a vehicle is found to be on a hot (open) track, the event will be stopped until this driver is off of the track.
- All media personnel must wear a reflective vest to operate in the confines of the track.
- Convertible cars must have adequate factory roll over protection or an aftermarket roll bar/cage.
- Track facility hours are as follows:
- Open Practice 8AM – 5PM
- Any attendees still on premises after event hours will incur an additional $100 per hour.
- There will be no refunds provided on the event date due to unforeseen circumstances (weather, accident forcing early closure, etc).
- Lessee is responsible for tech inspecting all vehicles for safety concerns and equipment before entering the race track.
- Any personal property left within the premises after 30-days will be forfeited to Apple Valley Speedway.
- Drivers may NOT conduct burnouts either on the main track, skidpad or any pit areas
- General Skid Pad Rules:
- Driver and Passengers must wear helmets with a rating of at least M2010 (preferably SA2010 in cars) at all times while on skid pad.
- Spectators must stand behind tire walls or designated spectator areas off the skid pad.
- 4-point roll bar required for all convertibles (unless adequate factory roll protection intact).
- Owners must tech inspect their own vehicle (AVS will not be responsible for damages).
- Drivers, Passengers and spectators must keep the skid pad clean (free of debris or vehicle parts) – All drivers must wait in pit area until skid pad is clear.
- No parking/pitting on the skid pad (including lining up for pit area) – AVS reserves the right to prohibit drivers on the skid pad when in violation of the rules.
- All drivers must enter/exit through the south entrance facing the main pit road. No one is allowed within the skid pad while in use.
Notices. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if served either personally or if deposited in the United States mail, certified or registered, postage prepaid. If such notice, demand or other communication is served personally; service shall be conclusively deemed made at the time of such personal service. If such notice, demand or other communication is given by mail, such shall be conclusively deemed given seventy-two (72) hours after the deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given to AVS. Any party hereto may change its address for the purpose of receiving notices, demands and other communications as herein provided by a written notice given in the manner aforesaid to the other party or parties hereto.
Indemnification. Lessee agrees to indemnify, defend and hold harmless AVS, AVS’ managers, agents, employees, shareholders and representatives (collectively “AVS Parties”), with respect to any and all claims, liabilities, liens, charges and demands (including reasonable attorneys’ fees, costs and litigation expenses) which may arise out of any breach of this Agreement by Lessee or any action or occupancy by Lessee or Lessee’s Parties (as defined below) at the Venue. This indemnification shall survive the date of the Event and the expiration or cancellation of this Agreement. AVS agrees to indemnify, defend and hold harmless Lessee, Lessee’s managers, agents, employees and representatives (collectively “Lessee Parties”), with respect to and any and all claims, liabilities, liens, charges and demands (including reasonable attorneys’ fees, costs and litigation expenses) which may arise out of any willful misconduct of AVS or AVS Parties, and/or breach of this Agreement by AVS and/or any action or occupancy by AVS or AVS Parties at the Venue.
Independent Counsel. Each of the parties covenants and represents that such party has been advised that such party should be represented by counsel of its own choosing in the preparation and analysis of this agreement; that such party is fully aware that the other party’s counsel has not acted or purported to act on its behalf; that it has been represented by independent counsel or has had the opportunity to be represented by independent counsel; and that such party has read this agreement with care and believes that such party is fully aware of and understands each of the provisions hereof and its legal effect.
Attorneys’ Fees. Should any party hereto institute any action or proceeding to interpret or enforce any provision of this Agreement or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with, or to declare the effect of, this Agreement, or any provision thereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable and actual attorneys’ fees and costs for services rendered to the prevailing party in such action or proceeding.
Disclaimers of Rights, Title and Interests in Venue. Lessee disclaims all rights, title and interest in the Location, other than the right of access and use provided by this Agreement. Lessee acknowledges that the right of access provided for in this Agreement is subordinate in all respects to, and subject to, all other interests in the Venue.
- Governing Law; Venue. This Agreement shall, in all respects, be governed by the laws of the State of California applicable to agreements executed and to be wholly performed within California. Any and all actions and proceedings filed in connection with this Agreement shall be brought in the Superior Court of Los Angeles County, California.
- Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.
- Further Assurances. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder to carry out the intent of the parties hereto.
- Binding Effect. This Agreement shall be binding upon and for the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.
- Modifications or Amendments. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the parties hereto.
- Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.
- Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby terminated and cancelled in their entirety and are of no further force or effect.
- Full Authority. Each of the parties and signatories to this Agreement represents and warrants that such party has the full right, power, legal capacity and authority to enter into and perform such parties respective obligations hereunder and that such obligations shall be binding upon such party, without the requirement of the approval or consent of any other person or entity in connection therewith.
- Time is of the Essence. Time is of the essence with respect to all action obligations of the parties contemplated herein.
- This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
- Clean-up Cost. Lessee is responsible for the labor and other associated cost to clean up and remove its items from the venue by the time deadline as set forth in this Agreement.
- Damages . In the event that Lessee causes damages to the wall, fence, or fixture at the Venue, Lessee hereby agrees to pay damages to Lessor based on the following calculation:
- $50 per foot of wall
- $25 per foot of Fence
- $50 per bath room fixture