- 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.
- Initial Deposit 50% when booking is completed
- Remaining balance must be paid upon arrival and before commencement of the Event.
- Deposit is refundable 100% when cancelling 30 days before event date, 15 days 50%, 24 hrs 25%. Complimentary rescheduling during natural disasters on event date.
- Additional Deposits. 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, additional equipment, personnel 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.
Catering. Lessee is responsible for handling catering arrangements.
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.
Change Orders. Lessee may, following the execution and delivery of this Agreement, request additional personnel, services or equipment from AVS, including without limitation: additional labor, rentals, and or other elements necessary for the Event. In the event that AVS agrees to furnish such additional personnel, services or equipment, Lessee shall be required to execute a written Change Order form, setting forth a description of the additional personnel, service or equipment to be furnished, and AVS’ fees therefore. All such Change Orders must be executed by Lessee and AVS and be accompanied by the additional fees charged by AVS for such personnel, service or equipment.
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.
- Lessee shall be responsible for obtaining all permits and licenses necessary to conduct the Event, and shall be fully responsible for compliance with all applicable statutes, laws, regulations and codes, including without limitation all approvals necessary from the San Bernardino County Department of Building and Safety and the San Bernardino Fire Department. Failure to obtain such approvals shall be grounds for cancellation of the Event by AVS. Notwithstanding the foregoing provisions of this Paragraph, Lessee shall be responsible for complying with the attached addendum entitled Venue Rules and Regulations.
- All event production plans, including diagrams and the like must be submitted to AVS whose approval shall not be unreasonably withheld seven (7) business days prior to the Event date. All such production plans, including diagrams are also subject to local county government’s approval.
- A $500 safety and clean-up deposit is required at the time of booking for the provision of fire extinguishers for use during their events. Once all extinguishers are returned and the track is cleaned at the end of the event, we will be able to refund the deposit. If the replacement or repair of any items below exceeds the deposit amount, the remaining balance will be billed to the lessee on the same payment method provided for the deposit. For any fire extinguishers used and/or damaged, the following cost will be subtracted from the initial deposit:
- B250 AFFF 2.5 Gallon Extinguishers (Silver):
- Damaged/Lost $200 each
- Used $50 each
- Dry Chem 10LB Extinguisher (Red):
- Damaged/Lost $80 each
- Used $35 each
- Lessee’s production material will not block entrance, exits and pathways which shall remain free of obstruction during the term of the Agreement. Matt ramp or fly all cables in public use areas and marked exit ways.
- All events will require that all events have a mandatory driver’s safety meeting before the track may run “hot” in order to point general safety rules, fire extinguisher locations and pit entrances/exits.
- 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 & passengers must wear a DOT approved M2005 or SA2005 rated helmet before entering the track.
- All staff & 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 opens at 8am PST and goes active at 9am PST. Any Full Day (24 hrs) rentals are from 8am-8am the following day.
- Night time events will need sufficient track lighting and are not provided by the racetrack. Please note automobile head lights are not considered as adequate lighting. If you are seeking light rentals, please contact Sunbelt Rentals.
- There will be no refunds provided on the event date due to unforeseen circumstances (weather, accident forcing early closure).
- 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.
Independent Contractor Relationship. The parties hereto are entering into this Agreement as independent contractors and no employment relationship, partnership; joint venture or other association shall be deemed created by this Agreement.
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