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032-19 - Circuit of the Northwest - ContractCircuit of the Northwest BREMERTON MOTORSPORTS PARK THIRD PARTY USER USE AGREEMENT T141S AGREEMENT is made and entered into as of the first (1) day of February, 2019, by and between the Circuit of the Northwest, (hereinafter "Circuit of the NW") and �Qy_qf Port Orchard (hereinafter) "Client". WITNESSETH WHEREAS, The Port of Bremerton, landowner of the site known as "Circuit of the Northwest", has entered into a lease agreement with Circuit of the Northwest for the use of the Runway 16/34 site to conduct motorsports activities; and WHEREAS, The purpose of this lease agreement was to authorize and hold Circuit of the NW accountable to the Port for the control, organization, operation, scheduling and administration of the Bremerton Motorsports Park site as it pertains to all other raceway users; and WHEREAS, The Port and Circuit of the NW agree to allow use of the Bremerton. Motorsports Park site by third party users that meet the conditions of this agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the parties agree as follows: 1. USE: Circuit of the NW hereby agrees to permit the Client to utilize Runway 16/34 at Bremerton National Airport on a "not -to -interfere with other users" basis during the term of this agreement for the purpose of conducting motorsport events under proper supervision. Events conducted hereunder shall be conducted at the south end. and center of Runway 16/34, hereinafter referred to as the premises. Client recognizes the need to be considerate of the surrounding residential neighborhood, and therefore, the hours of each event shall be first vehicle on course not before 9 a.m. for those without "street mufflers" and last engine noise at dusk. 2. CLEARANCE WITH AIRPORT CONTROL: Each period of use of the premises must be requested by the Client at least 14 days in advance and approval confirmed at least 24 hours in advance by Circuit of the NW, who shall be the official liaison between the Client and the Port for this, and any and all other purposes. 3. TERM: The term of this agreement shall be for a period of one (1) year, commencing January 1, 2019, and expiring December 31, 2012. Circuit of the NW shall have the sole option to renew the use agreement for additional term(s) upon its expiration. 4. RENT: Client agrees to pay to Circuit of the NW the daily use fee of FIVE HUNDRED NINETY DOLLABN_jK2M. The fee for each event _shall _be paid a Millilnu f the scheduled event. Failure to or cancelation of the event. Rates shall be reviewed on an annual basis, and may be increased during the term of this Agreement. Client will be notified in writing in the event that a change in rates is to be implemented. In the event that payment is not made on time, Client's event will be canceled and the date will be made available to other clients on a first come first serve basis at the sole discretion of Circuit of the NW. Circuit of the NW reserves the right to cancel any future scheduled events of the Client until all accounts are paid in full. Any notice to Circuit of the NW of intent to cancel an event by a Client must be received in writing or by return receipt e-mail no later than sixty (60) days before the scheduled event date, If said notice is not received by Circuit of the NW as required, Client agrees to pay full charges and any penalties for the event being cancelled. Delinquency fees will. be assessed if rent is not paid when due, at the rate of one percent (1%) per month, minimum of `THREE DOLLARS ($3,00), Client's 2019 event date(s) are: June 3-7 2019, 5. CHARGING ADMISSION AND OTHER FEES: Client, as permitted under this agreement, shall have the right to charge admission for entry, through the entry on the cast side of the Bremerton National Airport only, or as otherwise designated by Circuit of the NW and the Port, and by no other access. 6. VEHICLE CONDITION ASSURANCES: Before any vehicle is permitted to be driven through the course, it must satisfactorily pass a safety inspection by the Client, per the requirements of their sanctioning organization. While the vehicle is on the course each participant is required to wear all applicable safety related equipment as per the sanctioning body. 7. CONCESSIONS: It is agreed between the parties that Circuit of the NW shall have sole discretion. to authorize all concessions and vendors at the facility under separate contract. Failure to have made the proper arrangements will result in immediate termination of the concession or vendor's activity. Permanent Concessions will be charged a $250.00 fee. 8. CROWD CONTROL: The Client shall, during each event or use of the premises, provide such policing and supervision of the area as is necessary for the safety of the spectators and participants and for the prevention of damage to the premises. To this end, Circuit of the NW requires that the main entry area be staffed and under Clients supervision and control at all times, Client shall keep spectators and participants within the limits of the premises and prevent any interference with air traffic or aircraft, and shall prevent trespassing upon other portions of the Bremerton National Airport, Further, Client shall take such action as is necessary to inform its participants, guests, and spectators of the requirement to obey traffic laws and speed limits when using neighborhood streets to access or depart the premises, Both Circuit of the NW and The Port reserve the right to cancel this agreement without notice if, in either's sole opinion, the misuse of neighborhood streets has resulted from the actions of the Client, its participants, guests or spectators. 9. ACCESS FOR MAINTENANCE: The Client shall have the right of access to the premises for the purpose of maintenance and preparation for any event held Linder this agreement. This access will be accomplished only from the east side of the airport property on the County road referred to as "Old SW Clifton Road" or from the new gate during construction. 10. MAINTENANCE: The Client shall maintain the area in a clean and orderly manner and provide all necessary sanitary facilities and equipment sufficient for the number of participants and spectators at each event, 11. SAFETY REQUIREMENTS: The Client shall have such emergency equipment, personnel, and systems administration as to be in compliance with their insurance carrier requirements as well. as that of any sanctioning body they may operate under. When specified, ambulance and EMT equipment and personnel will be present at all times during any event held under the provisions of this Use Agreement. Spills of hazardous substances must be cleaned according to current federal, state, and local environmental regulations, and must be immediately reported to Circuit of the NW who will then also notify The Port. Expendables such as used tires (excluding safety equipment), tire shavings and petroleum products remain the responsibility of the Client and must be removed at the end of the event. Failure to do so will result in additional charges to the Client's account in an amount to be determined solely by Circuit of the NW on a case -by -case basis. 12. REMOVAL OF IMPROVEMENTS: Improvements may be placed on the premises only upon prior written request and written approval by Circuit of the NW. Any such alterations, additions and improvements consented to by Circuit of the NW shall be made at Client's expense, These improvements are categorized as permanent and temporary. Permanent improvements will be any object installed in or on the surface that cannot be removed without disrupting the surface features, i.e. buried transmission lines, building foundations or surfaces such as asphalt or concrete. Temporary improvements will be any object that is not permanently installed and is used on an event -by -event basis, The Client shall remove any temporary improvements it has placed on the premises without damage to the real property or improvements thereon, including runways, taxiways, and adjacent areas immediately following conclusion of each scheduled event. Failure to return the site to the condition it was received, including surface debris, will result in additional charges to the Client's account in an amount to be determined solely by Circuit of the NW on a case -by -case basis. Should the Client re wire markings on the, pavement to accommodate its activity. the Client agrees to use marking material that is not of a permanent nature i.e. .... chap ,_and to provide for the removal of such markings at the conclusion of the activitv. ANY markings of a permanent, nature that ma be re hired MUST be pre-ar)proved in writing by Circuit of the NW. Further, any activity where the participant vehicles are intended to leave the paved surface as part of the course also MUST be pre -approved in writing by Circuit of the NW. 13. RISK OF LOSS: Client assumes all risks, including but not lim.ited to loss or damage of.'equipment or property of the Client or of spectators or participants or any other person lawfully on the premises under the terms of this use agreement, or of equipment or property used or stored on the airport premises in connection with events or other permitted activities under the provisions of this use agreement. 14. ASSIGNMENT: All use of.'Circuit of the NW facilities must be contracted with the principle parties that will be using the site on the confirmed scheduled date. This Use Agreement may not be assigned nor may the Premises herein be sublet in any fashion by the Client to any other organization or person. 15. COMPLIANCE WITH LAWS AND REGULATIONS: Users of the Bremerton Motorsports Park under the terms of this use agreement are subject to the rules and regulations of the Federal. Aviation Administration, its agents, and/or inspectors, and all applicable Port, state, county, or federal laws, including but not limited to, those laws related to the use, handling, and disposal of oil and petroleum products. The use of the premises provided herein shall at all times be subject to suspension or cancellation for emergency air traffic situations or requirements at the sole discretion of Circuit of the NW and the Port. 16. INSURANCE AND INDEMNITY: Client shall secure comprehensive general. liability insurance (Form CG-001) for property damage and bodily injury at the premises in an amount of not less than $1 million per occurrence and $2 million aggregate. In addition, Client shall keep and maintain in full force and effect during the term of this agreement fire and extended coverage insurance on all fixed improvements located. or situated on or in the Premises to the full insurable value thereof. Proceeds from such insurance shall be used to restore the Premises. Client shall provide Circuit of the NW who will then provide to the Port of Bremerton a certificate of insurance. Certificates of insurance must be received by Circuit of the NW no less than 45 days prior to the scheduled event naming Circuit of the NW and the Port of Bremerton/Bremerton National Airport as an additional insured's (CG 2010 [I'orm B]) and the premises (Bremerton National Airport inactive runway 16/34) shall be listed as a covered site on all coverage. Client agrees to hold Circuit of the NW and the Port of Bremerton/Bremerton National Airport, its employees, agents and invitees harmless from any liability and/or suits for such inju ries ' .es or property damage as any person might receive or believe he has received from the acts or omissions of the Client, their agents, or employees, or any other person(s) using the premises under the terms of this agreement while operating at the Port of Bremerton/Bremerton National Airport, including the expenses of litigation. No occupancy or use permitted under the terms of this agreement shall commence until such evidence of insurance is presented to and approved by Circuit of the NW and the Port of Bremerton/Bremerton National Airport. Client agrees to assume full responsibility for the conduct or all persons involved in the said use of the premises. 17. All Payments will be made to Circuit of the Northwest. The Certifleate Holder shall read: Circuit of the Northwest LLC P.O. Box 5046 Bremerton WA. 98312 Location shall read: Bremerton National Air cart Inactive runway I6/ 4 AKA-��Ureme�rton motors ores Parr" The Additional insured's shall read Circuit of Northwtst LLC Part of Bremerton/Bremerton Nati2RRLAir Q2A 18. NOTICES: All notices required to be given herein shall be given to the respective parties by mail at the following addresses: Circuit of the Northwest LLC P.O. Box 5046 Bremerton WA 98312 Client: Port Orchard Police Department C/O Sgt. Jason Glantz 546 Bay St Port Orchard, WA 98366 1.9. HOLDING OVER: If the Client shall, with the consent of the Circuit of the NW, hold over after the expiration of the terms of this agreement, such use agreement shall be for an indefinite period of time on a month to month basis, and such use may be terminated at the discretion ofthe Circuit of the NW. During such. use, Client agrees to pay to Circuit of the NW the appropriate fee as set forth herein, and to be bound by all of the terms, covenants, and conditions as herein specified. 20. CANCELLATION: Circuit of the NW reserves the right, upon thirty (30) days notice, to cancel the Use Agreement in whole or in part, at the sole discretion of Circuit of the NW. In the event of an emergency, as determined by Circuit of the NW, this Agreement may be cancelled without notice. Circuit of the NW will strive to provide as much notice as possible in the case of emergency cancellation. In the event the Use Agreement is cancelled in whole, in part, or in an emergency, Circuit of the NW will reimburse Client on a prorated basis for prepaid monies for any event cancelled under this cancellation clause. IN WITNESS WIJEREOF, the parties hereto have executed this use agreement this day of/,201q For: Circuit of the Northwest, LLC a Washington Limited Liability Company By:� _. For: City of Port Orchard, Washington gip'✓ gC.1+ ,' f` « Robert Puth4nsuu Mayor Date: Attest: By: r-Pand) Rinearson, WC City Clerk APPROVED AS TO FORM: F �^ 1 'haron Cates City Attorney