HomeMy WebLinkAboutresolution.council.043-12 RESOLUTION # (/.3
(Series of 2012)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT FOR THE USA PRO CYCLING
CHALLENGE BETWEEN THE CITY OF ASPEN AND CLASSIC
BICYCLING RACING LLC AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council a contract for the
USA Pro Cycling Challenge, between the City of Aspen and Classic Bicycle
Racing LLC, a true and accurate copy of which is attached hereto as Exhibit
"A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract
for the USA Pro Cycling Challenge, between the City of Aspen and Classic
Bicycle Racing LLC a copy of which is annexed hereto and incorporated herein,
and does hereby authorize the City Manager to execute said agreement on behalf
of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City
of Aspen on the 23' day of April 2012.
Michael C. Ir lad nd, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that
the foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held, April 23, 2012.
Kautryn S. Koch, City Clerk
USA PRO CYCLING CHALLENGE
TOWN PARTICIPATION AGREEMENT
(STAGE START AND FINISH: CITY OF ASPEN)
This U.S.A. Pro Cycling Challenge Town Participation Agreement
(hereinafter referred to as the "Agreement") is entered into as of this of
, 2012, by and between Classic Bicycle Racing LLC, a Delaware
limited liability company (hereinafter "CBR"), and the City of Aspen, a municipal
corporation organized under the laws of the State of Colorado (hereinafter "Town" or
"Host"). (CBR and Town are sometimes hereinafter collectively referred to as the
"Parties" and individually as a"Party")
RECITALS:
WHEREAS, CBR owns the USA Pro Cycling Challenge TM, a multi-stage
cycling race across the State of Colorado (the "Tour");
WHEREAS, in connection with its ownership of the Tour, CBR has rights to
certain marks, logos, and other distinctive indicia of the Tour;
WHEREAS, CBR has contracted Medalist Sports ("Medalist") to assist with
presenting, organizing and coordinating the Tour and developing its route and to utilize
the Tour Marks (as hereinafter defined) in connection therewith;
WHEREAS, Town wishes to acquire the rights and benefits of hosting the Host
Stage (as that term is defined herein) and to undertake all of the obligations related to
such hosting, all under the terms and conditions of this Agreement; and
WHEREAS, the Parties wish to grant such rights to each other under the terms
and conditions of this Agreement.
NOW THEREFORE, in consideration of the promises and covenants contained
herein and for other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the Parties hereby agree as follows:
1. Designation of Host and Location of Host Stage Town. CBR licenses to
Town (the "Host") the right to host a Stage Start and Stage Finish (the"Host Stage") for
the Tour to be held in August 2012. The 2012 Tour is scheduled to be held from August
20th through 26th, 2012 and the Host Stage is scheduled to be held on August 22"d and
23" , 2012. Host accepts such license and agrees to exercise such license to host the
Host Stage and to undertake and perform the Host Obligations, as defined hereinafter and
as set forth more specifically in Section 4 of this Agreement. The Host Stage shall be
held at a location in Town which shall be subject to the prior review and approval of the
Town, CBR and Medalist Sports (the "Host Stage Location").
2. Term. The term of this Agreement shall begin as of the date first set forth
above and, unless earlier terminated in accordance with the terms set forth herein, shall
continue through and including October 14th, 2012 (the "Term").
3. CBR as Exclusive Race Promoter. The Host City agrees that, in
consideration of the opportunity host the Host Stage of the Tour, and the
economic benefits to the Host City associated with that opportunity, the Host
City will not, at any time during the Term of this Agreement, and for a period
of two (2) years following the termination of this Agreement, endorse,
sponsor or support, financially or otherwise, any "Competitive Event," as
defined below. The term "Competitive Event," as used in this Agreement
shall include any men's race involving three or more professional bicycle
racing teams, including any UCI sanctioned men's bicycle race rated 2.1, 1.1
or higher, all or any part of which takes place within the State of Colorado.
Host City agrees that failure to comply with the provisions of this paragraph
will cause CBR irreparable harm, for which money damages may not be an
adequate remedy, and consent to the entry of an injunction prohibiting such
conduct. Host City specifically consents to these restrictions and does not
believe any such restriction to be an unreasonable restriction on its future
operations. Host City understands and agrees that securing CSR's status as
the exclusive race promoter is necessary to provide the CBR with protection
for the significant initial investment that it is making to develop the Tour, and
that CBR would not enter into this Agreement with the Host City but for this
agreement.
4. TOWN. Town shall be subject to the following requirements:
a. General. At all times during the Term of this Agreement, Town will not
discriminate in any way on the basis of age, sex, race, national origin, handicap, religion
or any other characteristic protected by law, in the conduct of its activities.
b. Structure. Town will be led by one or more chairperson(s) who will be
primarily responsible to coordinate the performance of Town's obligations under this
Agreement. Such chairperson(s) shall endeavor to ensure that the Town's representatives
relating to Tour include individuals with experience in the following areas and whose
responsibilities could be as follows for the Host Stage in Town (Towns have option to
have one individual handle more than one responsibility):
Sponsorship/Sales Director
Operations Director
Finance Director
Media & Public Relations Director
Marketing Director
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Medical/EMT Coordinator
Technical Director
Volunteer Director
VIP/Hospitality Director
School/Community Outreach
Ceremony Coordinator
Ancillary Events
Health and Wellness Expo Liaison
5. Host Obligations. In consideration of the license granted by CBR to host
the Host Stage as set forth in Section 1 and the Host Benefits as set forth in Section 5 of
this Agreement and in addition to those other obligations set forth in this Agreement,
Host agrees to undertake and perform the following obligations (collectively, the "Host
Obligations"):
a. Implementation in Accordance with Planning Manual. Host shall provide
assistance in accordance with the 2012 Planning Manual for the Tour ("Planning
Manual") which will be furnished by CBR or Medalist to Host following the LOC
Symposium. To the extent that there is a discrepancy between such Planning Manual and
this Agreement, the provisions of the Agreement will govern.
b. Publicity and Promotion. Host shall use reasonable efforts to publicize
and promote the Tour and the Host Stage through all local media in coordination with
CBR master Public relations plan.
c. Host Obligation Specifications. Provide the following only as they might
occur within the Town limits of Host at the sole expense of Host in accordance with the
specifications set forth on Exhibit "A". To the extent that there is a discrepancy between
Exhibit "A" and either the Planning Manual or this Agreement, the provisions of the
Planning Manual or the Agreement will govern:
(1) Auxiliary Space and Equipment for Tour Requirements: Those
types of areas, premises and equipment for the time period designated on Exhibit "A".
Host will endeavor to locate facilities that are designated as being "adjacent to" the start
line within two blocks of the finish line.
(2) Police Services: Local (Town only) police services, but only
within the municipal boundaries, to work in coordination with the Colorado State Patrol
and Colorado Department of Transportation, as well as Tour representatives and Town
volunteers, to provide for safe road closure, fixed-post positions, traffic and crowd
control and general public safety;
(3) Public Works and Road Services: Support police efforts to
accommodate road closure and course safety within the municipal boundaries;
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(4) Permits: Waiver or payment of all Town permit fees for operation
of the Tour in Host's locale and presentation of the Host Stage, including but not limited
to special event permits, parking permits, road closure and use permits, alcohol permits,
and concession sales permits. All required permits and licenses (including sales and use
tax licenses) must be obtained by CBR. Host will reasonably assist in applying for such
permits and licenses;
(5) EMS/EMT Services: Emergency medical services and emergency
medical technicians that will be available to serve the general public within the Host's
municipal boundaries at and on the day of the Host Stage in Town, in a number and
location to be determined by Tour representatives and by the Host's emergency services
representatives;
(6) Portable and/or Public Restrooms: Portable (e.g., port-o-johns) or
public restroom facilities within the Host's municipal boundaries on the day of the Host
Stage in a number and location to be determined by Tour representatives and Host's
emergency service representatives;
Waste Management/Trash Removal/Recycling: Waste management, trash removal
services and recycling within the Host's municipal boundaries following conclusion of
the Host Stage in Town; Host city will use the services of the Tour's designated waste
management provider. CBR will make reasonable best efforts to ensure a rate to the city
within 10% of the market rate for the agreed upon services;
(7) Volunteers: Recruitment of volunteers to assist local police and
Tour personnel with various functions to be designated by Tour representatives. Host
will be responsible for the selection and training of its volunteers. All volunteers will be
expected to perform their assigned duties and services in a competent manner, to the best
and full limit of their abilities at all times and in accordance with applicable law and the
rules and regulations established by Host, Medalist and CBR. All volunteers will be
required to sign the standard Volunteer Waiver and Release of Liability, Assumption of
Risk and Indemnity Agreement form for the Tour.
(8) Parking: All parking requirements as described in the Planning
Manual and Exhibit "A". Host will endeavor to locate facilities that are designated as
being "adjacent to" the finish line within two blocks of the finish line.
(9) Hotel Accommodations: Host shall provide the hotel rooms it
proposed in its proposal to CBR.
d. Tour Course Layout and Host Stage Location. Host will assist Medalist
and CBR in obtaining a design and layout of that portion of the Town limits of Host
through which the Tour course will run and provide access to such course without
imposition of any site fees.
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e. Ambush-Free Zone. Host agrees to work with CBR and Medalist to create
a zone which consists of the Host Stage Location and a radius around the Host Stage
Location (the "Ambush-Free Zone") that shall be free from temporary merchandise
vending, temporary advertising, and temporary signs and inflatable items where such
would compete directly with the Tour, its exclusive sponsors, or the sport of bicycling.
Nothing herein shall obligate Host to take any actions as it relates to permanent retail
establishments in the Ambush-Free Zone. The Parties recognize that third parties may
have First Amendment expressive rights that neither Host nor CBR may fully control or
prevent. The parameters of the Ambush-Free Zone should be within a 1-block radius of
the Start/Finish area.
f. Merchandise Counterfeiting and Trademark Enforcement. Host shall
cooperate with CBR in preventing unauthorized use of the Tour Marks, admissions for
the Host Stage and other intellectual property and the sale or distribution of unlicensed
merchandise bearing the Tour Marks or any other reference to the Tour. Such
commitment shall apply and be in force during the Term of this Agreement, particularly
with respect to the period beginning August 1 prior to the Tour and continuing through
thirty (30) days following the Tour. Host will cooperate with CBR by permitting CBR
the right to pursue (at CBR's expense) legal enforcement measures to prevent
unauthorized use of the intellectual property regarding the Tour, including but not limited
to action against any seller or distributor of unlicensed merchandise. The decision to
pursue civil legal action or settle claims against an unauthorized user of the intellectual
property of CBR or against a seller or distributor of unlicensed merchandise will be at the
sole discretion of CBR.
g. Media and Marketing Plan Cooperation. Host will cooperate with the
media and marketing plan of CBR and its contractors, Medalist and designated public
relations entity, including accommodating television broadcasters, sponsors, and other
persons and entities to whom and to which CBR has granted and will grant rights.
h. Tour Sponsor Recognition. Host agrees that Tour sponsors shall have the
right to have recognition and visibility at the Stage Start and/or Finish and that CBR
shall determine placement of signage, recognition and visibility.
i. Ancillary Events. Before staging any ancillary events in connection with
the rights licensed by CBR as set forth in this Agreement including but not limited to
concerts, races, festivals, etc., Host shall obtain the prior written approval of CBR and
Medalist for the type, location and anticipated size of the event as well as sponsors.
j. Sale of Merchandise. Host agrees that no merchandise bearing CBR-
licensed designs other than that designated by CBR will be sold on-site by the Host at the
during the Tour without the prior written consent of CBR.
k. Reference to Name of Tour. Host shall refer to the Tour by the exact
name supplied by CBR from time-to-time, including any title or presenting sponsor
identification (should title or presenting sponsorship rights be granted), and shall include,
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in all agreements that Host may enter into with third parties, a requirement that all third
parties utilize the exact name for the Tour supplied by CBR from time-to-time.
Notwithstanding anything to the contrary herein, if CBR changes the name or logo of the
Tour after Host has created Tour related identification, Host shall not be required to
recreate the Tour related identification.
1. Guidelines and Amendments. All services and other activities required to
be performed or provided by Host described in this Agreement will be performed or
provided in compliance with all reasonable and customary guidelines, standards, policies
and directives (collectively, "Guidelines") developed and issued by Medalist and CBR
from time to time. Host recognizes that, while the contents of the Planning Manual
issued by Medalist represents the current position of Medalist and CBR on such matters,
such material may evolve as a result of technological and other changes, some of which
may be beyond the control of the Parties to this Agreement. Medalist and CBR reserves
the right to propose amendments to this Agreement to address such changes. Should
amendments to the Agreement or Guidelines result in adverse effects on the financial or
other obligations of Host, it will so inform CBR in writing and CBR will then negotiate
with Host in order to address such adverse effects in a mutually satisfactory manner.
m. Progress Reports. Except to the extent any such dates occur after the
execution of this Agreement, Host will submit to Medalist and CBR written progress
reports describing the status of its plans relating to the Host Stage and any related events,
as well as copies of committee meeting minutes. Such periodic progress reports shall
include, but not be limited to, information on: (1) the local sponsorships sold by Host and
the status of efforts to present local sponsorship opportunities to various prospects; and
(2) other revenues that Host has generated and expects to generate to pay the costs of
discharging its obligations under this Agreement.
n. Promotion of Goodwill. Host agrees to conduct the activities
contemplated by this Agreement and the Planning Manual in such a way as to promote
the goodwill associated with the Tour, the Host Stage, CBR, Medalist, the State of
Colorado, and the sponsors of the Tour, and will not at any time disparage the good
name, reputation, or image of the Tour, the Host Stage and the , CBR, Medalist, the State
of Colorado, or the sponsors of the Tour. This section shall not be interpreted to preclude
any action or proceeding by Host to enforce or defend its rights under the Agreement and
shall not preclude Host or its representatives from communicating information, which
Host reasonably determines to be factually accurate, pertaining to the Tour, its organizers
or sponsors.
o. Credentials. CBR and its contractors shall be responsible for producing
credentials of all types for the Tour, including the Host Stage, and further including
credentials for members of the media and operational personnel, which credentials shall
be produced at the sole expense of CBR. CBR shall be responsible for all decisions
regarding to whom media, VIP and operational credentials should be issued and shall
establish all rules and regulations regarding media access to the Tour and the Host Stage.
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p. Other Services. Host will provide those other services and undertake
those other obligations set forth in Exhibit "A" attached hereto and incorporated herein
by this reference.
q. Commemorative Monument. The Host City is required to produce
and display a monument or iconic representation of the USA Pro Cycling Challenge to
commemorate the presence of the Tour. Examples include wrapping a gondola car,
painting a mural on the side of a building, erecting a statue, etc. and will be mutually
agreed to by the parties.
6. Host Benefits. In consideration of the agreement by Host to undertake and
perform the Host Obligations, CBR agrees to provide the following recognition and
benefits to and for the benefit of Host(collectively referred to as the "Host Benefits"):
a. Recognition. Include recognition for Host in the official Tour Guide,
Tour web site, and in a press conference announcing that Host has agreed to serve as the
host for the Host Stage of the Tour;
b. Hospitality. An allotment of a number of credentials as set forth in the
manual for and to grant access to VIP hospitality area that CBR intends to create. In
addition, 50% of the VIP hospitality tickets will be available to the Town to the Town to
purchase at a mutually agreed upon price;
c. Local Sponsorship. Provide local sponsorship opportunities for Host to
utilize, as a means of fundraising, in accordance with the terms of Section 7 of this
Agreement; and
d. Ancillary Events. Establish activities ancillary to the Host Stage within
Town for the promotion of the State of Colorado and Host, subject to the prior review
and approval of CBR.
7. Financial.
a. Tour Revenues. Host acknowledges and agrees that CBR shall be entitled
to retain all revenues that it contracts for or generates attributable to the Tour, the Host
Stage and the Host Stage Location, except as may be specifically set forth in Sections 6c
and 7 of this Agreement.
b. Expenses. Host agrees that it shall be responsible for the entire cost and
expense of undertaking and performing those Host Obligations listed in Section 4(c) of
this document and in otherwise discharging its obligations under this Agreement.
c. Local Revenues.
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(1) Parking. Host may offer parking for spectators for the Host Stage.
Host may retain all revenues from such parking and shall be responsible for all parking
expenses.
(2) Ancillary Events. Host may create, organize and present events
ancillary to the Host Stage, provided that such ancillary events are not in violation of the
provisions of this Agreement, and Host may retain all revenues generated thereby. Host
shall be responsible for all expenses of creating, organizing and presenting such ancillary
events.
(3) Revenues derived from approved, Local Sponsors and
contributions to the Host or LOC are retained/utilized by the Host or LOC at their
discretion.
(4) Merchandise.
(a) Host has the opportunity to purchase to own official Tour
merchandise at wholesale prices. Furthermore, the same items may be purchased on
consignment at 20% over the listed wholesale price. Purchase direction must be
determined at the time of purchase. Product purchased on consignment must be returned
by August 13, 2012. CBR has the right to reduce consignment order quantities at its sole
discretion.
(b) Host may design and sell merchandise bearing an original
Host/USA Pro Cycling Challenge logo, which shall be approved by CBR. A license fee
of 10% of invoice cost will be due to CBR for all products purchased. All products must
be purchased using the Official Merchandise Partners of the Tour.
8. Local Sponsorships. Host acknowledges and agrees that CBR holds and
retains superior rights to grant sponsorships for the Tour, including for a title and
presenting sponsor as well as for sponsorships which will grant recognition for the entire
Tour (collectively, the "Tour Sponsors"). Notwithstanding the foregoing, CBR grants to
Host a license to solicit and secure local sponsors to support the activities of Host in
connection with the Host Stage, in accordance with the following terms and conditions:
a. Designation. Each local sponsor may be given the designation "Local
Stage Sponsor", to the exclusion of any other sponsorship designation. A Local Stage
Sponsor may neither be referred to nor describe its involvement with the Host Stage by
any other designation, including but not limited to a sponsor of the Tour or a local
sponsor of the Tour.
b. Sponsorship Levels. Host may create one or more sponsorship levels for
Local Stage Sponsors, including a local presenting sponsor, with price guidelines
provided by CBR.
c. Local Sponsorship Benefits. Host shall be able to provide Local Stage
Sponsors with those local sponsorship benefits to be provided by CBR as is more
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particularly set out in the Planning Manual, or which may be subsequently approved by
CBR. Host shall also be able to provide approved, Local Stage Sponsors with local
sponsorship benefits that are not provided by CBR
d. Local Sponsorship Guidelines. Sale of Local Stage Sponsor rights shall be
subject to the following guidelines:
(1) Reserved Tour Sponsor Categories. Host acknowledges that CBR
has retained the exclusive right to sell sponsorship rights in specific sponsorship
categories to Tour Sponsors ("the Tour Sponsor Categories"). A listing of the current
Tour Sponsor Categories is set forth on Exhibit `B". Exhibit `B" may be updated by
CBR to add or delete sponsor categories. Unless specifically authorized by CBR in
advance, Host acknowledges that it may not sell local sponsorship rights to become a
Local Stage Sponsor to any company whose primary business is the manufacture,
marketing or distribution of products or services in any of the Tour Sponsor Categories,
such right being reserved to CBR for Tour Sponsors.
(2) CBR Approval. CBR shall have the right of prior review and prior
approval over the identity of all proposed Local Stage Sponsors as well as recognition
and benefits to be provided to such Local Stage Sponsors, but solely for the purpose of
avoiding conflicts between Tour Sponsors and Local Stage Sponsors. Host and CBR shall
work collaboratively and proactively using their best efforts to avoid such conflicts
(3) Use of Tour Marks. Host has no authority to grant a sublicense to
and Local Stage Sponsors shall have no right to use the Tour Marks at any time.
(4) Recognition of Tour Sponsors. Host shall reasonably co-operate to
facilitate the recognition of Tour Sponsors by CBR.
(5) No Other Recognition. Local Stage Sponsors shall not receive any
endorsements from individual athletes participating in the Tour without the involved
athlete's prior permission, nor will local sponsors be guaranteed broadcast exposure of
any type.
9. Required Clauses. Host agrees that, in every written agreement of more
than $5000.00 that the Town enters into regarding the fulfillment of Host obligations for
the Tour, the Host Stage or the ancillary events, the following required clauses will be
incorporated:
a. Commercial Identification Prohibition. Unless otherwise agreed in
writing by CBR, and except for approved, Local Stage Sponsor agreements, third parties
contracting with or providing goods or services to Host in connection with the Host Stage
or the Tour and/or any ancillary events related thereto must agree that neither they nor
their affiliates, agents, representatives, employees, suppliers or subcontractors shall
commercially exploit in any mariner the nature of their transaction with goods and/or
services provided to Host for the Host Stage or the Tour, including without limitation: (1)
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by referring to the transaction or the goods or services, Host, the Host Stage or the Tour
and/or events related thereto in any sales literature, advertisements, letters, client lists,
press releases, brochures or other written, audio or visual materials; and (2) by using or
allowing the use of the Tour Marks or any other service mark, trademark, copyright or
trade name now or which may hereafter be owned or licensed to signify the Tour in
connection with any service or product; or (3) by otherwise disclosing their affiliation
with Host or the Host Stage or the Tour and/or events related thereto for a commercial
purpose.
b. Clearances and Licenses. Third parties contracting with or providing
goods or services to Host in connection with the Host Stage or the Tour or events which
Host hosts or associates with during the Host Stage and/or events related thereto must
agree that they are responsible for providing all clearances, licenses, permissions and
consents (including without limitation all music clearances, synchronization rights, union
and guild fees and the like) as may be necessary for the presentation of all such events, in
any and all media and in any and all forms, whether now known or hereafter developed.
c. Indemnification. Every party contracting with or providing goods or
services to Host in connection with the Host Stage or the Tour and/or events related
thereto must agree to indemnify, defend and hold harmless CBR, Medalist, designated
public relations entity, the State of Colorado, Union Cycliste Internationale ("UCI"), and
Tour Sponsors, and their respective parent, subsidiary, and affiliated companies and each
of their respective shareholders, members, trustees, partners, officers, directors, agents,
volunteers, employees, and other representatives (collectively, the "CBR Parties") from
and against any claims, demands, damages, liabilities, lawsuits, losses or expenses,
including without limitation, interest, penalties, reasonable attorney's fees, and all
amounts paid in the investigation, defense or settlement of any or all of the foregoing
("Claim" or "Claims") resulting from, arising out of or in connection with the contracting
parties' obligations to Host or the provision of goods or services to Host
d. Compliance with Law. Every party contracting with or providing goods
or services to Host in connection with the Host Stage or the Tour and/or events related
thereto must agree to comply with all laws, ordinances, orders, rules and regulations
(state, federal, municipal or promulgated by other agencies or bodies having or claiming
jurisdiction) applicable to the performance of such party's obligations to Host.
e. Exculpation Clause. Third parties contracting with or providing goods or
services to Host in connection with the Host Stage or the Tour and/or events related
thereto must agree to look solely to the assets of Host for any recourse, and not those of
CBR or Medalist.
f Insurance. Depending on the risk factors of the goods or services
provided, as determined by the Town, third parties contracting with or providing goods or
services to Host in connection with the Host Stage or the Tour and/or events related
thereto must agree to maintain, at no cost to CBR or the CBR Parties, appropriate
insurance coverage for Claims arising out of the contracting party's operations,
personnel, products and services. All liability insurance policies maintained by each
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contracting party shall be endorsed to name Host, CBR, and Medalist as additional
insureds. Each contracting party shall provide Host and CBR with certificates of
insurance certifying that the appropriate insurance is in place and that the policies have
been properly endorsed to meet the insurance requirements established by Town and the
additional insured requirements as set forth in this paragraph.
10. Licenses to Use Marks.
a. Tour Marks.
(1) Acknowledgements Regarding Tour Marks. CBR retains the
rights to sell title and presenting sponsorships in and to the Tour and, in such event, to
incorporate the name and/or marks of such title and/or presenting sponsor into the Tour
Marks or to develop new marks and logos for the Tour, acknowledging such title and/or
presenting sponsor's relationship with and support for the Tour. Host acknowledges the
foregoing and that the term "Tour Marks" as used herein may also refer to the Tour
Marks as such may be expanded to include the name and/or marks of a title and/or
presenting sponsor of the Tour. Upon being advised by CBR and Medalist of a change to
the Tour Marks in the event of a sale of title or presenting sponsorships, Host agrees to
utilize the updated Tour Marks with the name and/or marks of a title and/or presenting
sponsor, all as designated by CBR for any future related materials. Reclaiming materials
made obsolete by such changes, and reprinting or redistributing materials with such new
sponsorship information shall be at CBR's sole expense.
(2) License to Use Tour Marks. CBR hereby grants to Host a limited
non-exclusive license to use the name, logos, trademarks, service marks, designs, product
and service identification, artwork and other symbols and distinctive indicia associated
with the Tour and identified in Exhibit "C" (the "Tour Marks") during the Term of this
Agreement, in accordance with the terms of this Agreement and the Tour Marks
Guidelines set forth in Section 10a(5) hereinbelow, solely at or in connecting with the site
of the Host Stage. The foregoing license is subject to the right of CBR to review and
approve in advance all such uses of the Tour Marks. Host shall have no right to assign,
license or "pass-through" rights to use the Tour Marks to any other person or entity. In
exercising this license to use the Tour Marks and in each and every reference to the Tour,
Host shall utilize the Tour Marks and the exact name of the Tour designated by CBR,
which shall include the name of any title and/or presenting sponsor.
License Does Not Extend to Merchandise. Host shall not manufacture or sell, or license
the manufacture or sale of, any promotional or other merchandise which bears the Tour
Marks without prior written approval from CBR.
(3) Acknowledgements Regarding Goodwill. Host acknowledges the
great value of goodwill associated with the Tour Marks. Host acknowledges that the
goodwill attached to the Tour Marks belongs exclusively to CBR. Host agrees that any
and all goodwill and other rights that may be acquired by the use of the Tour Marks by
Host shall inure to the benefit of CBR.
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(4) No Disparagement by Host. Host will not, at any time, disparage,
dilute or adversely affect the validity of the Tour Marks or take any action, or otherwise
suffer to be done any act or thing which may at any time, in any way materially adversely
affect any rights of CBR in or to the Tour Marks, or any registrations thereof or which,
directly or indirectly, may materially reduce the value of the Tour Marks or detract from
their reputation. This section shall not be interpreted to preclude any action or
proceeding by Host to enforce or defend its rights under this Agreement and shall not
preclude Host or its representatives from communicating information, which Host
reasonably determines to be factually accurate, pertaining to the Tour, its organizers or
sponsors.
(5) Tour Marks Guidelines. Any use of the Tour Marks during the
Term shall be further subject to the following conditions and limitations (collectively, the
"Tour Marks Guidelines"):
(a) The Tour Marks shall be used in accordance with the USA Pro Cycling
Challenge Graphics Standards Manual, published by CBR from time-to-time;
(b) Host shall not use the Tour Marks in any manner that is misleading or that
reflects unfavorably upon the reputation of the Tour, CBR, Medalist, the State of
Colorado or any competitor in the Tour or in any manner that is contrary to applicable
laws and regulations, including, without limitation, those relating to truth in advertising
and fair trade practices;
(c) Without the prior approval of CBR, Host shall not (i) permit any
tradename or mark of a third party to appear in conjunction with Host's materials that
display any of the Tour Marks in a manner that could be reasonably interpreted as a
promotion or endorsement of a third party's products or services; or (ii) participate with
any third party in a promotion using the Tour Marks or permit the Tour Marks to be used
in a manner that could be reasonably interpreted as a promotion or endorsement of a third
party's products or services;
(d) Host shall not use the Tour Marks without the appropriate trademark or
copyright designation as required by CBR;
(e) Host acknowledges that its selection as a partner is not based upon the
results of any quality comparison between Host and any other municipality within the
State of Colorado and agrees that it shall not represent otherwise to any third party.
(f) Host shall not, after the expiration or termination of this Agreement, use
any slogan or graphic device that was developed for use in conjunction with the Tour
Marks if such slogan or graphic device implies an ongoing association with the Tour.
b. Host Marks.
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(1) License to Use Host Marks. Host hereby grants to CBR a limited
non-exclusive license to use the name, logos, trademarks, service marks, designs, product
and service identification, artwork and other symbols and distinctive indicia of Host and
identified in Exhibit "D" attached hereto (the "Host Marks") during the Term of this
Agreement in accordance with the terms of this Agreement and the Host Marks
guidelines in accordance with Section 10b(2) of this Agreement, specifically to provide
Host with the Host Benefits. The foregoing license is subject to the right of Host to
review and approve in advance all such uses of the Host Marks. CBR shall have no right
to assign, license or "pass-through" rights to use the Host Marks to any party, except as
necessary to fulfill its obligations set forth in this Agreement. The Parties acknowledge
and agree that, upon the expiration or termination of the Term of the Agreement, CBR
shall discontinue any use of the Host Marks and CBR may continue to use the Tour
Marks.
(2) Host Marks Guidelines. CBR shall utilize the Host Marks
pursuant to the license granted herein in accordance with those graphics standards
supplied by Host to CBR in writing from time-to-time.
11. Trademarks.
a. Tour Marks.
(1) The Tour Marks, specifically including but not limited to the
words "USA Pro Cycling Challenge", are and shall remain the property of CBR and
CBR shall take all steps reasonably necessary to protect such Tour Marks, which steps
may include registrations through the United States Patent and Trademark Office
("PTO") and foreign registrations, as it deems desirable and through reasonable
prosecution of infringements.
(2) The rights licensed by CBR to Host with respect to use of the Tour
Marks shall convey license rights only and shall convey no rights of ownership in or to
the Tour Marks.
(3) CBR represents and warrants that it has the right to use the Tour
Marks, specifically including but not limited to the words "USA Pro Cycling Challenge",
and to license the use of the Tour Marks to Host as set forth in Section l0a of this
Agreement.
(4) CBR shall own all right, title and interest in and to the Tour Marks.
CBR shall have the right to take all steps reasonable necessary to protect the Tour Marks
through PTO registrations and such foreign registrations as it deems desirable and
through reasonable prosecution of infringements. CBR shall be the record owner of all
such registrations for the Tour Marks. Host shall cooperate as reasonably necessary to
assist CBR in obtaining such trademark protection and in prosecuting any alleged
infringements of the Tour Marks except that Host shall not be obligated to expend any
funds in connection therewith.
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b. Host Marks.
(1) The Host Marks are and shall remain the property of Host and Host
shall take all steps reasonably necessary to protect such Host Marks through the PTO and
foreign registrations as it deems desirable and through reasonable prosecution of
infringements.
(2) Host represents and warrants that it has the right to use the Host
Marks and to license the use of the Host Marks to CBR for use in connection with the
Tour and to provide the Host Benefits.
(3) The rights granted to CBR by Host with respect to use of the Host
Marks shall convey license rights only and shall convey no rights of ownership in or to
the Host Marks.
12. Merchandising. The Parties acknowledge and agree that CBR shall be the
sole licensor of all Tour-related merchandise bearing the Tour Marks. Host shall have the
right to purchase Tour-Related Merchandise subject to the provisions listed above. Host
shall have no right or license to manufacture Tour-Related Merchandise or any other
merchandise bearing the Tour Marks.
13. Approvals.
a. Except for the use of the Tour Mark in the normal course of transacting
business Host agrees to submit to CBR for its prior written approval all proposed uses of
the Tour Marks that Host wishes to make pursuant to the limited license granted to Host
in this Agreement, including, if required by CBR, submission of representative samples
of advertising, promotional and other materials to be used in connection with Host's
products and services as well as any premiums that Host may wish to use containing the
Tour Marks. If Host's request is not responded to by CBR within five (5) business days
after CBR has received the material from Host, Host shall provide written notification to
CBR of such fact and CBR agrees that any such proposed materials shall be deemed
approved if Host's request is not responded to within five (5) business days following
receipt of such written notice.
b. If requested, Host shall supply to CBR for administrative and archival
purposes at CBR's expense two (2) originals of all advertising, promotional or other
materials in connection with the products and services to be used by Host in connection
with the licenses granted under this Agreement.
c. All requests for approval, including representative samples of all
advertising, promotional and other materials shall be sent to CBR at the address for
notices under this Agreement to the attention of the individual designated to receive
notices for CBR.
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14. Broadcast and Media Rights; Other Commercial Exploitation of Tour.
As between Host and CBR, CBR controls all rights to distribute, promote, market and
otherwise commercially exploit the Tour and the Host Stage by means of any and all
audio, visual and audiovisual media of all types, including but not limited to television,
radio, Internet and print, and wireless devices as well as with respect to sponsorship,
licensing, hospitality, merchandising, and other marketing rights with respect to the Tour
and that Host will not purport to grant or license any such rights to a third party without
the prior express written approval of CBR. This provision shall not prohibit or preclude
the Town from promoting itself, and including in such promotion the role that it played as
a Host Town.
15. Ownership and Protection of Intellectual Property.
a. Ownership of Intellectual Property.
(1) Subject to the terms of Section 10 of this Agreement, each Party
shall own all right, title and interest in and to all intellectual property created by or on
behalf of such Party in connection with this Agreement, including without limitation, all
logos, names, ideas, concepts, creative materials, promotional materials, advertising,
graphics, including all copyrights and proprietary rights therein, and any inventions and
discoveries first conceived or developed, whether or not protected by patent, trade secret
or copyright, subject to the ownership rights of the other Party to such other Party's
trademarks to the extent that such are incorporated into such intellectual property (such
property being collectively referred to as the "Intellectual Property"). (That Intellectual
Property which has been created by or on behalf of CBR is referred to as the "CBR
Intellectual Property".)
(2) Notwithstanding the foregoing, the Parties acknowledge and agree
that the Tour Marks and the distinctive colors, concepts, indicia and look displayed by
CBR throughout the Tour and by CBR in its regular business operations and materials
shall constitute CBR Intellectual Property and therefore be owned by CBR. Host
expressly acknowledges that the Parties have agreed that all copyrightable aspects of the
CBR Intellectual Property are to be considered "works made for hire" within the meaning
of the Copyright Act of 1976, as amended (the "Act"), of which CBR is to be the
"author" within the meaning of such Act. All such copyrightable works, as well as all
copies of such works in whatever medium fixed or embodied, shall be owned exclusively
by CBR as its creation and Host expressly disclaims any interest in any of them. Host
expressly acknowledges that it is not a joint author and that the CBR Intellectual Property
and all other work created by CBR hereunder are not joint works under the Act.
(3) In the event (and to the extent) that any CBR Intellectual Property
or any part or element thereof is found as a matter of law not to be "work made for hire"
within the meaning of the Act, Host hereby conveys and assigns to CBR the sole and
exclusive right, title and interest in the ownership to all such CBR Intellectual Property,
and all copies of it, without further consideration, and agrees to assist CBR's efforts to
register, and from time to time to enforce, all patents, copyrights, and other rights and
15
protections relating to the CBR Intellectual Property in any and all countries. To that
end, Host agrees to execute and deliver all documents requested by CBR to evidence any
assignment as well as otherwise in connection therewith.
(4) Host understands that the term "moral rights" means any rights of
paternity and integrity, including any right to claim authorship of a copyrightable work,
to object to a modification of such copyrightable work and any similar right existing
under the judicial or statutory law of any country or under any treaty, regardless of
whether or not such right is referred to as a "moral right", including, without limitation,
the rights of attribution and integrity in works of visual art pursuant to 17 U.S.C. § 106A.
Host irrevocably waives and agrees never to assert any moral rights Host may have in the
CBR Intellectual Property, even after any termination or expiration of this Agreement.
(5) The Parties agree to affix appropriate copyright and trademark
notices as reasonably designated by the other, together with their own notices as
appropriate, on the CBR Intellectual Property to identify CBR as the owner of the CBR
Intellectual Property and Host as the owner of the Host Marks.
b. Protection of Intellectual Property.
(1) Host acknowledges that it has no right, title or interest in the Tour
Marks and that nothing in this Agreement shall be construed as an assignment to Host of
any right, title or interest in the Tour Marks, except the license to use of the Tour Marks
as provided in this Agreement.
(2) Host agrees that CBR shall have the sole right to determine
whether any action should be taken to terminate unauthorized use of the Tour Marks or to
settle any proceeding brought by CBR to terminate such unauthorized use. All proceeds
from any enforcement action shall belong exclusively to CBR.
(3) CBR and Host agree to assist each other in the defense of any
proceeding or claim with respect to the use of any Tour Marks by Host in accordance
with the terms of this Agreement. CBR agrees to defend, at its expense, any such
proceeding or claim on behalf of Host. Host shall be permitted to retain, at its expense,
separate counsel in such defense.
16. Reservation of Rights. CBR reserves all rights not expressly licensed to
Host under this Agreement. Any and all rights of CBR, including those in and to the
Tour and the Tour Marks, not expressly granted to Host under this Agreement are
reserved to CBR and may be exercised, marketed, exploited or disposed of by CBR
concurrently with the Term of this Agreement in such form and manner as CBR wishes.
Host acknowledges and agrees that this Agreement does not convey or grant to it any
rights of ownership in or management of the Tour, CBR or the Tour Marks.
17. Representations and Warranties.
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a. By CBR. CBR represents and warrants that:
(1) It has the full right, power, legal authority and financial capability
to enter into and fully perform this Agreement in accordance with its terms without
violating the rights of any other person, that there are no other agreements or
commitments, oral or written, that will interfere with its full performance hereunder and
that it will fully comply with all federal, state and local laws, rules and regulations
applicable to the day-to-day conduct of its business and to its obligations and
performances hereunder;
(2) CBR owns and has authority to grant to Host a license to use the
Tour Marks;
(3) The Tour Marks do not infringe the trademarks or other proprietary
rights of any other person or entity;
(4) Any materials created under the control, direction or supervision of
CBR shall be original, shall be owned by CBR and shall not infringe any third party
copyright or trademark; and
(5) It will comply with all applicable laws, regulations and ordinances
pertaining to the promotion and conduct of the Tour.
b. By Host. Host represents and warrants that:
(1) It has the full right, power and legal authority to enter into and
fully perform this Agreement in accordance with its terms without violating the rights of
any other person, that there are no other agreements or commitments, oral or written, that
will interfere with its full performance hereunder and that it will fully comply with all
federal, state and local laws, rules and regulations applicable to the day-to-day conduct of
its business and to its obligations and performances hereunder;
(2) Host owns or has the authority to grant to CBR a license to use the
Host Marks;
(3) The Host Marks do not infringe the trademarks or other proprietary
rights of any other person or entity;
(4) Any materials created under the control, direction or supervision of
Host shall be original, shall be owned by Host and shall not infringe any third party
copyright or trademark; and
18. Indemnification.
a. By CBR. To the extent permitted by law, CBR shall indemnify, defend and
hold harmless Host, its affiliates, and their respective officers, directors, partners,
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shareholders, members, agents, employees, and other representatives
(collectively, the "Host Indemnified Parties"), from and against any and all
claims, demands, damages, liabilities, lawsuits, losses or expenses, including
without limitation, interest, penalties, reasonable attorney's fees, and all amounts
paid in the investigation, defense or settlement of the foregoing (the
"Indemnification Claim" or "Indemnification Claims") arising out of, based on
or in any other manner related to:
(1) the breach of any representation, warranty, material covenant or
obligation of CBR under this Agreement;
(2) any negligent act, negligent omission or willful conduct by CBR; and
(3) any Claim that the Tour Marks or other CBR Intellectual Property
infringe upon any patent, copyright, trademark, trade secret or any other right of
a third party.
b. By Host. To the extent permitted by law, Host shall indemnify, defend
and hold harmless CBR, Medalist, the State of Colorado, USA Cycling, UCI,
and Tour Sponsors, and their respective parent, subsidiary and affiliated
companies, and each of their respective officers, directors, partners, trustees,
shareholders, members, agents, employees, volunteers and other representatives
(collectively, the "CBR Indemnified Parties"), from and against any and all
Indemnification Claims arising out of, based on or in any other manner related
to:
(1) the breach of any representation, warranty, material covenant or
obligation of Host under this Agreement;
(2) any negligent act, omission or willful conduct by Host;
(3) the products, services, and other deliverables provided by Host and its
employees, volunteers, agents, representatives and contractors in carrying out its
obligations under this Agreement; provided, however, that Host shall not be
responsible for indemnification resulting from road conditions of State of
Colorado maintained or Host maintained highways and roads;
(4) the exercise by Host of its rights and the Host Benefits under this
Agreement, including but not limited to any parking, food and beverage
concessions, ancillary events or local sponsorships organized by Host;
(5) advertiser's liability or other claim arising out of or in connection with
the use by Host of the Tour Marks, including but not limited to any claim based
upon an allegation of sponsorship or guaranty by CBR of Town;
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(6) a claim that the Host Marks infringe upon any patent, copyright,
trademark, trade secret or any other right of a third party; and
(7) the failure or alleged failure by Host to comply with all Laws relating
to labor relations, fair employment practices, safety and similar rules and
regulations, including without limitation, all Equal Employment Opportunity
(EEO) provisions as required by law, regulation or executive order.
Notwithstanding the foregoing, this indemnification shall not extend to or
include any claims, damages, suit or attorneys fees arising out of any claim or
allegation that any of the routes, roads, trails or other parts of the Tour course
were negligently designed or selected.
c. Procedure Regarding Indemnification. Each Party shall give the other Party
prompt written notice of any Indemnification Claim coming within the scope of
any indemnity expressly set forth in this Agreement. Upon written request of any
indemnitee, the indemnitor will assume defense of any such Indemnification
Claim, action or proceeding. The indemnitee shall cooperate with the indemnitor
in the investigation, defense and/or settlement of any such Indemnification
Claim. The indemnification obligations in this Section 17 of this Agreement shall
survive the expiration and/or termination of this Agreement.
19. Termination.
a. Default. Either Party may terminate this Agreement, at its option, upon
written notice to the other Party, upon the occurrence of one or more of the following
events:
(1) Material breach of any material covenant, agreement,
representation, warranty, term or condition of this Agreement, if such breach has not been
waived in writing and if such breach is not cured or remedied by the breaching Party to
the other Party's reasonable satisfaction within thirty (30) days after delivery of written
notice specifying the nature of the breach, or if the Parties agree that the breach is not
capable of being cured or remedied within said thirty (30) days, then within the time
period mutually agreed to by the Parties in a jointly approved plan of corrective action
developed within thirty (30) days after the delivery of written notice to the breaching
Party specifying the nature of the breach;
(2) A Party becomes insolvent, fails to pay its debts or perform its
obligations in the ordinary course of its business as they become due, admits in writing its
insolvency or instability to pay its debts or perform its obligations as they become due, or
becomes the subject of any voluntary or involuntary proceeding in bankruptcy,
liquidation, dissolution, receivership or general assignment for the benefit of creditors,
provided that, if such condition is assumed involuntarily, it has not been dismissed with
prejudice within sixty (60) days after its commencement; or
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(3) By CBR, in the event that the Host is the subject of public
controversy of such a magnitude that CBR's association with the Host pursuant to this
Agreement creates a negative association for CBR, in the reasonable judgment of CBR,
in which case CBR may terminate this Agreement without cost or penalty.
(4) By CBR, in the event that, in its reasonable discretion, the Tour as
a whole, or the inclusion of the Host stage in the Tour, is no longer economically
feasible.
b. Effect of Termination. Should either Party terminate this Agreement as a
result of a Termination Event set forth in subsection a above, then upon termination of
this Agreement, Host's Host Benefits shall terminate and Host shall cease using the Tour
Marks. In addition, should such termination result from termination notice given by Host
to CBR from occurrence of a Termination Event of the type set forth in Sections 19a(1)
or (2) above, CBR shall repay to Host all amounts actually expended by Host in
performing its obligations hereunder; provided, however that in no event shall CBR be
liable for amounts in excess of $10,000. Should termination result from termination
notice given by CBR to Host from occurrence of a Termination Event of the type set
forth in Sections 19a(1) or (3) above, Host shall repay to CBR all amounts expended by
CBR in licensing to Host the right to host the Host Stage, to provide the Host Benefits,
and to relocate the site for the Host Stage; provided, however that in no event shall Host
be liable to CBR for amounts in excess of$10,000.
20. Independent Contractors. CBR and Host are independent contractors with
respect to each other and nothing herein shall be deemed or construed to create any
partnership,joint venture or agency relationship between them. Host is simply serving as
host to the Host Stage of the Tour under the license of rights granted herein and is
agreeing herein to provide certain services and to undertake certain obligations in order to
acquire certain marketing rights and benefits. Neither Party shall have any authority to
contract or bind the other Party in any manner and shall not represent itself as the agent
of the other.
21. Insurance.
a. CBR Provided Insurance. Throughout the Term of this Agreement
(including any extensions thereof), CBR (or Medalist) shall provide and maintain, at
CBR's expense, the following insurance policies which shall protect the CBR Parties on a
primary basis from any and all Claims arising out of or in connection with respect to the
staging of each Tour and the obligations of CBR pursuant to this Agreement:
(1) General Liability insurance with limits not less than $1,000,000
each occurrence and $2,000,000 in the aggregate;
(2) Auto Liability insurance covering Claims arising out of the use,
operation or maintenance of any vehicle (whether owned, non-owned, leased, hired or
20
borrowed) by CBR, with limits not less than $1,000,000 each accident combined single
limit for bodily injury and property damage
(3) Workers' Compensation insurance covering CBR's employees
with limits as required by statutory law, including Employer's Liability coverage with
limits not less than $500,000 each accident. This requirement only applies to the extent
that CBR has any employees.
(4) Umbrella and/or Excess Liability insurance with limits not less
than $4,000,000 each occurrence shall apply in excess of and on a following form basis
to the primary Commercial General Liability, Automobile Liability and Employer's
Liability policies; and
(5) Any other insurance necessary and appropriate for the staging of
the Tour as determined by CBR and Medalist.
All such insurance to be maintained by CBR shall be (1) primary with respect to Claims
arising out of the CBR's staging of each Tour and the obligations of CBR pursuant to this
Agreement; and (2) shall be written by insurance companies with ratings of"A" or better
in the latest edition of the A.M. Best key rating guide. All such coverage may not be
cancelled unless CBR provides thirty(30) days prior written notice to Host.
Policies (1), (2) and (4) above shall be endorsed to name Host and Host Indemnified
Parties as Additional Insureds with respect to the negligent acts or omissions of CBR and
Medalist.
At least 15 days prior to each Tour, CBR shall provide Host with a certificate of
insurance certifying that the appropriate insurance is in place and that the policies have
been properly endorsed to meet the insurance requirements as set forth above.
b. CBR Optional Insurance. CBR may, but shall not be obligated to, secure
Event Cancellation insurance providing reimbursement of insured losses if any Tour does
not take place, in whole or in part, due to any Act of God or other event beyond the
control of the CBR and those other circumstances set forth in Sections 21 and 22 of this
Agreement. Covered perils may include adverse weather conditions; natural disasters;
outbreak of disease; damage to or loss of venue; unavoidable transportation delays; non-
appearance of key participants due to death, injury or illness; situations which pose
significant danger to the public or Tour participants; and other causes beyond CBR's
control which are not specifically excluded under the policy. Notable exclusions will
include war, civil commotion, riot, martial law, seizure, or radioactive/nuclear
contamination; poor event planning and management; fraud, misrepresentation or
concealment. All event cancellation proceeds shall constitute the property of CBR.
CBR's obligation to secure Event Cancellation insurance is limited to the extent such
coverage is available at a reasonable cost in the sole discretion of CBR.
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c. Host Provided Insurance. Throughout the Term of this Agreement
(including any extensions thereof), Host shall provide and maintain, at its expense, the
following insurance policies (or equivalent self-insurance), which shall protect Host,
CBR, Medalist, and the CBR Parties on a primary basis from any and all Claims arising
out of or in connection with the Host's activities, operations, representations and
warranties, rights, obligations and duties of Host pursuant to this Agreement:
(1) General Liability insurance with limits not less than $1,000,000
each occurrence and $2,000,000 in the aggregate. Such insurance shall include coverage
for contractual liability, products-completed operations, personal and advertising injury,
premises damage legal liability, liquor liability (if applicable), property damage and
bodily injury liability(including death);
(2) Auto Liability & Physical Damage insurance covering Claims
arising out of the use, operation or maintenance of any vehicle (whether owned, non-
owned, leased, hired or borrowed) by Host, with limits not less than $1,000,000 each
accident combined single limit for bodily injury and property damage;
(3) Workers' Compensation insurance covering Host's employees
with limits as required by statutory law, including Employer's Liability coverage with
limits not less than $1,000,000 each accident, $1,000,000 disease-each employee and
$1,000,000 disease-policy limit;
(4) Umbrella and/or Excess Liability insurance with limits not less
than $3,000,000 each occurrence shall apply in excess of and on a following form basis
to the primary Commercial General Liability, Automobile Liability and Employer's
Liability policies Policy. Such umbrella and/or excess liability insurance shall not be
required if the primary policies of insurance afford limits of not less than $5,000,000 each
occurrence.
(5) Any other insurance necessary and appropriate for covering the
Host's activities, operations, representations and warranties, rights, obligations and duties
pursuant to this Agreement.
All such insurance to be maintained by Host shall be (1) primary to and non-contributory
with any insurance maintained by CBR and the CBR Parties; and (2) shall be written by
insurance companies with ratings of"A" or better in the latest edition of the A.M. Best
key rating guide Such coverage may not be cancelled or materially changed unless Host
provides thirty (30) days prior written notice thereof to CBR. Host's participation in a
public entity self insurance pool holding a certificate of authority from the Colorado
Insurance Commissioner shall suffice in lieu of insurance meeting the rating requirement
of this paragraph.
Policies (1), (2) and (4) above shall be endorsed to name CBR and the CBR Indemnified
Parties (as defined in Section 17b of this Agreement) as Additional Insureds with respect
to the negligent acts or omissions of Host.
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At least 15 days prior to each Tour, Host shall provide CBR with a certificate of
insurance certifying that the appropriate insurance is in place and that the policies have
been properly endorsed to meet the insurance requirements as set forth above.
22. Force Majeure. In the event that the Tour does not take place or is
rescheduled, in whole or in part, due to any Act of God or other event not reasonably
foreseeable by the Parties or beyond the control of the Parties which is generally
considered an event of force majeure ("Force Majeure"), including without limitation,
weather, fire, flood, act of public enemy or terrorism, strike or labor dispute,
governmental action or directive or local, regional or national day of mourning, whether
such event of Force Majeure has occurred in a community through which the Tour course
shall run or not, then CBR may discontinue provision of the Host Benefits to and for the
benefit of Host and Host need not continue to perform those Host Obligations which
remain unperformed as of the date of cancellation or postponement. CBR shall determine
whether the Tour is to be cancelled in whole or in part or postponed due to a Force
Majeure event. Should the Tour be cancelled in whole or in part due to an event of Force
Majeure, CBR shall have no further obligation, financial or otherwise, to Host and Host
shall have no further obligation to CBR in connection with the Tour. In the event that the
Tour is postponed in whole or in part due to an event of Force Majeure and CBR intends
to reschedule the Tour, CBR and Host shall discuss in good faith the terms under which
such rescheduling should occur. In the event of such cancellation or postponement due to
a Force Majeure event, the obligations of CBR and the rights of Host shall be as
specifically set forth in this Section 21 as the sole and exclusive remedy by virtue of such
cancellation or postponement.
23. Cancellation or Postponement of Tour for Reason Other than Force
Majeure. CBR represents and warrants that it will produce and operate the Tour and
Host Stage as generally represented to the public, the Host, and as described in this
Agreement and the Planning Manual. While deviations in the general scope of the Tour
and/or Host Stage may occur, cancellation or postponement of the Tour shall only occur
in accordance with the provisions of paragraph 19 and 22 of this Agreement.
24. Public Announcement. The Parties agree to make a joint public
announcement and press release upon in the near future following execution of this
Agreement. The Parties agree that the form and substance of such announcement and
press release shall be mutually agreed between the Parties.
25. Police Power Reserved. This Agreement embodies the intent of the parties
concerning rights and obligations of the Parties pertaining to production of the Tour and
Host Stage only. The rights granted herein to CBR shall not waive, limit or otherwise
restrict the right of the Town to exercise its police power with respect to its land use
regulatory powers, control of its property, control of its rights-of-way, enforce its laws
and ordinances, or otherwise. CBR shall comply with all laws and ordinances of the
Town and shall pay, collect and remit all municipal sales and use taxes as may be
23
required by law. This Agreement shall not be construed as an approval by the Town of
the Tour for the purpose of any regulatory approvals that are otherwise required.
26. General.
Assignment. Host may not assign any rights or obligations under this Agreement or this
Agreement itself, in whole or in part, without the prior express written consent of CBR.
Notwithstanding the foregoing, Host may retain the services of subcontractors to
discharge certain obligations under this Agreement. Further, notwithstanding the
foregoing, Host may assign benefits set forth in paragraphs 6 through 8, above, to a duly
organized non-profit corporation created and managed by the Host.
a.
b. Notices. Except as expressly provided to the contrary herein, any notice,
consent, report, documents or other item to be given, delivered, furnished or received
hereunder shall be deemed given, delivered, furnished and received when given in
writing and personally delivered to and received by an officer or designated employee of
the applicable Party, to seventy-two (72) hours after the same is deposited in the United
States mail, postage prepaid, registered or certified first class mail, return receipt
requested addressed as set forth below, or to such other address as either of the parties
shall advise the other in writing or sent by confirmed facsimile transmission:
If to Host:
City of Aspen
130 S. Galena St.
Aspen, Colorado, 81611
Attn.: Nancy Lesley
City of Aspen
130 S. Galena St.
Aspen, CO 81611
Attn: James R. True, City Attorney
If to CBR:
Classic Bicycle Racing LLC
1515 Arapahoe Street
Tower 1, 10th Floor
Denver, CO 80202
Attn; John M. Moore
c. Entire Agreement; Modifications. This Agreement constitutes the entire
agreement of the Parties hereto pertaining to the subject matter hereof and supersedes all
prior agreements and understandings between the Parties with respect to the subject
matter hereof. This Agreement may not be modified, amended or supplemented or
otherwise changed, except by a written document executed by an authorized
representative of each of the Parties hereto.
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d. No Waiver of Rights and Breaches. No failure or delay of any Party in the
exercise of any right given to such Party hereunder shall constitute a waiver thereof, nor
shall any single or partial exercise of any such right preclude other or further exercise
thereof or of any other right. The waiver by a Party of any default of any other Party
hereunder shall not be deemed to be a waiver of any such subsequent default or other
default of any Party.
e. Captions. Section headings used in this Agreement are for convenience of
reference only and shall not affect the construction of any provision of this Agreement.
£ Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and authorized assigns.
g. Governing Law. This Agreement shall be deemed to be a contract made
under the laws of the State of Colorado and for all purposes governed by and construed in
accordance with the laws of the State of Colorado without regard for its conflict of laws
rules.
h. Construction of Agreement. Each Party acknowledges that it has participated
in the negotiation of this Agreement and that no provision of this Agreement shall be
construed against or interpreted to the disadvantage of any Party hereto by any court or
other governmental or judicial authority by reason of such Party having or deemed to
have structured, dictated or drafted such provision.
i. Relationship of Parties. This Agreement shall neither be deemed nor
construed to create a joint venture or partnership between CBR and Host, nor shall this
Agreement be deemed or construed as making either Party the agent or representative of
the other Party. Neither Party shall have the authority to bind the other Party in any
respect.
j. Survival. Those covenants, acknowledgments, representations, agreements
and obligations contained in Sections 10a(4), 9a(5), , 14-18, 19b, 21-23, and 25-26 of this
Agreement shall survive the expiration and/or termination of this Agreement.
k. Compliance with Law, Rules and Regulations. The Parties agree to comply
with all federal, state and local laws, ordinances, orders, rules and regulations applicable
to the performance of their respective obligations under this Agreement, both now
existing and as such may hereinafter be adopted.
I. Time of Essence. The Parties agree that time is of the essence in performing
obligations under this Agreement.
m. Exhibits. The documents attached hereto as exhibits are incorporated by
reference herein and made a part of this Agreement as if fully set forth herein.
25
n. Severability. The determination that any provision of this Agreement is
invalid or unenforceable shall not invalidate this Agreement, all of such provisions being
inserted conditionally upon their being considered legally valid, and this Agreement shall
be construed and performed in all respects as if such invalid or unenforceable
provision(s)were omitted.
o. Exclusive Jurisdiction. The Parties agree that venue of any judicial action in
connection with this Agreement shall lie exclusively in the state courts located in Pitkin
County, Colorado, or the federal courts located in Denver, Colorado. The Parties accept,
generally and unconditionally, the exclusive jurisdiction of such courts and any related
appellate court and irrevocably agree to be bound by any judgment rendered thereby in
connection with this Agreement. The Parties further agree that they irrevocably waive
any objection they may now have or hereafter have as to the jurisdiction or venue of any
such suit, action or proceeding brought in such court or that such court is an inconvenient
forum. The Parties acknowledge that they possesses the requisite minimum contacts with
the State of Colorado sufficient to establish jurisdiction over the Parties in State and
Federal Courts in Colorado.
p. Further Assurances. The Parties agree to execute and deliver, or cause to be
executed and delivered, such instruments and documents as either Party may reasonably
request or require to carry out more effectively the purpose and intent of this Agreement.
q. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute
one and the same agreement.
r. No Third Party Beneficiaries. It is expressly understood that there are no third
party beneficiaries to this Agreement.
26
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement on their respective behalf, all as of the day and
year first above written.
CBR:
Classic Bicycle Racing LLC
B a r ■ � V■
By
Name: John Moore
Title: Manager
HOST:
CITY OF
By;
Name: C /1 y-ct 11c-IC_
Title:
27
r LISA fl1=81:3
GY NIO /®
SIVCS Y
C/iALLENGE
EXHIBITS
A Host Town 2012 Request for Proposal (Stage Start and Finish)
B Sponsorship
C Challenge Marks
D Host Marks
28
LISA
CYCLING
CI-IALLENGE
EXHIBIT A
HOST TOWN REQUIREMENTS —
STAGE START
City Services —All Stages
Police Services
Local (City and/or County) police services and related costs are the responsibility of the
host venue. In coordination with Colorado State Patrol, Colorado Department of
Transportation, as well as the Tour's motor and road marshals and in conjunction with the
LOC volunteer program, local police provide for a safe road closure, which may include
fixed-post positions, traffic control, crowd control, enforcing no-parking zones and
maintaining general public safety.
Public Works and Road Services
Local Public Works and Road Services and costs are the responsibility of the host venue.
These services are necessary to support police efforts to ensure road closure and safety of
the course. These services include:
• detour and detour equipment barricades;
• cones;
• printing/posting of No Parking signs;
• trash removal/restoration and street repair
Permit Services
All fees associated with city and county permits and permit requirements for the
operation of the event are to be procured by the host venue on behalf of the Tour. They
include, but are not limited to:
• Parking - both on and off street
• Alcohol (beer/wine)— including possibility of public consumption
contained/sampling (i.e. within Finish Festival or Start Village footprint), as well as
served in the Tour's official hospitality area.
• Road closures and use of roads for setup/racing (includes permits for construction
of staging, tents, wiring/electrical, generators, power equipment, and fork lift)
29
USA IRO /52
CYCLING
CHALLENGE
• Special and Ancillary Events - pre-event and race day
• Banners/Signs —hanging/display of pre-event, race day ads, and sponsor banners.
• Race day structures, such as branded towers and oversized way-finding structures
• Concession Sales - on-site concession stands and 10 individual peddlers serving the
spectators.
EMT/EMS Services
It is the responsibility of the host venue to provide EMT/EMS services for the general
public the day of their Stage. Please note that the Tour provides medical services for the
athletes, team support and staff personnel. Placement of EMT/EMS services will be
decided by the Tour's Technical Director.
Resident & Business Notifications
Host venues are responsible for notifying local residents and businesses of the impact of
the Tour including road closures, traffic advisories etc. within their city limits. Direct
mailers, door-to-door and association meetings are typical methods for LOCs to execute
this outreach.
Portable Toilets
Host cities will secure port-o-let services or public restrooms during the day of the Stage.
The number of units and placement of the units will be mutually agreed upon by the host
venue and the Production Director. Portable toilets are to be guaranteed to arrive the
night PRIOR to the start or finish event for the graveyard crews.
Waste Management
Host cities will provide waste management/trash removal services and recycling during
and at the conclusion of the event. Necessary supplies and services include: trash
containers, roll off containers, dumpsters, recycling containers, grey water containers &
removal coordination and the crews to remove full containers of liners, and replace them
with fresh liners. Also needed are crews to restore the venue to its original beauty,
meaning removal of trash from streets, parking lots, parking garages, curbs, city property,
county property and federal property. Street sweeping is recommended the day before the
event and the evening after tear down. Host city will use the services of the Tour's
designated Waste Management provider. The Tour will work to ensure a rate to the city
within 10% of the market rate for the agreed upon services.
30
��4�
USA MIC /®
GYGL/NG
CHALLENGE
Hotel Accommodations
The LOC is FINANCIALLY RESPONSIBLE for all costs associated with the following rooms,
including all-inclusive room rate (includes all local and state taxes/fees).
(Please note that a "single" room is a room with one bed, for one person or to be shared by two
people; a "double" is a room with two beds, to be shared by two people)
Night Before The Stage Start-Advance Crew and Staff
• 70 rooms (40/60 single/double rooms)
• Parking expenses
Hotel Requirements
• Hotel rooms must be located as close proximity to the Start Line as possible, with the
prior approval of Medalist.
• Hotel must be a minimum of a 2-3 star property.
• Individuals and Teams will be responsible for their own incidental charges; Hotels shall
not require credit card pre-authorizations in excess of$50 per person and $100 per Team.
Hotel properties will be pre-approved by the USA Pro Cycling Challenge
Site Visit/LOC Meeting Rooms
The LOC is financially responsible for providing the Tour with (60) hotel room nights to be
used anytime from October 1, 2011 to October 1, 2012.
Meals
Start Crew Breakfast
The Host City is financially obligated to provide breakfast for the start line construction crew
and start advance staff(approximately 40 people). Breakfast should be served at the Start Line
no later than 6:30 a.m. OR available at the host hotel by 5 a.m.
Media Breakfast
The Host City is financially obligated to provide a continental breakfast for approximately 50
working media in or near the media workspace.
31
USA nF70 /5®
CYCLING J,
CHALLENGE
Team/Caravan Boxed Lunches
The Host City is financially obligated to provide (600) boxed lunches for the caravan teams and
staff, to include (but not limited to): sandwich, fruit, chips, and cookies. Sandwich choices to
include three varieties of meat, plus a vegetarian (small percentage veggie). Lunches should be
dropped off 2.5 hours prior to the Start of the race. Caterer must box/bag lunches by type (i.e.
veggie, ham, turkey, etc). The Tour will provide a box lunch RFP to assist with soliciting local
caterers/restaurants.
Auxiliary Spaces And Equipment
Media Workspace
The Host City is responsible for securing and covering all costs associated with the following
ancillary needs:
• A room to accommodate media check-in and work space (for up to 50) shall be provided
in close proximity to the Start Line
• A continental breakfast of coffee,juice, and bakery items will be supplied for 35 to 40
• Wireless Internet to accommodate upwards of 50 working media should be available at
no charge
Start Village
The Host City is required to support the Tour with the START VILLAGE by assisting with the
following, including electricity:
• Allocation of a suitable area for the Start Village
• Alcohol permitting of entire footprint of Start Village for alcohol consumption
• Handle all Start Village permits and associated fees
• Provide waste management coordination, using designated Tour provider, including
receptacles, liners, liner replacement, dumpsters and grey water collection
• Upon Start Village closure, host city is responsible for the cleanup and removal of all
trash, recyclables and grey water through a contracted trash removal
• Parking for all vendors
32
LISA IW=t0 514
CYCLING /✓
CI-ALLENGE
Hospitality
The Host City is financially responsible for providing the following, as it pertains to the official
Tour VIP Hospitality area:
• Allocation of a suitable area for the Hospitality tent that can accommodate 300 to 1000
guests and provides the best overall view of the start line
• All Food and Beverage
• Ice on site for catering, Start Village and any additional race day needs
• Food &beverage for estimated 300 guests, final guest count to be confirmed by the Tour
• VIP breakfast including high-end breakfast fare for Tour official partners, VIPs, and local
VIPs that must include at least (1) hot breakfast item (*final menu subject to Tour
approval)
• Start Host City caterer should be contracted 90 days prior to the race. Host city should
provide details of catering plan to Tour staff within 60 days of the event.
• Breakfast provision must include all service ware, utensils, plates, service platters for
food, as well as ice and ice bins
• Provide waste management coordination prior to and during hospitality tent hours
including receptacles, liners, liner replacement, dumpsters and grey water collection
• Professional contracted wait/service staff to serve the breakfast (not volunteers)
• Floral arrangements and decor for tables
• Start host will have the opportunity to provide and feature localized decor to highlight
specific characteristics of the host city/region. Subject to approval.
• Front and back of house manpower
• Table linens
• The Tour will provide certain decor elements, tenting, tables and chairs, including set-up
and teardown.
• Access to a potable water connection within 150ft of the Hospitality tent
33
LISA _RO I�
CYCLING i/
CHALLENGE
• Provide electricity
• Upon hospitality tent closure, the Start Host City is responsible for the cleanup and
removal of all trash, recyclables, grey water and left-over food and beverage within the
hospitality tent through a contracted trash removal service
• The tour will provide a Catering "RFP" document, outlining detail
Parking Requirements
Team Parking and Staging Area
Requires parking for approximately 100 vehicles in close proximity to the START LINE.
VIP Parking
Requires parking located adjacent to the start area for approximately 100 vehicles for VIP's and
sponsors.
Start Village Event Parking
Requires parking within close proximity of the start area for approximately 75 vehicles for event
and festival vendors (local and national).
Media Parking
Parking for 50 local and visiting working media within close proximity of the press workspace.
Staff Event Parking
Requires parking for approximately 75 vehicles adjacent to the start line location.
Crew Parking
Parking must be secured for the construction crew vehicles at the Stage Start location with
HIRED security. Security must be provided for the build crew graveyard shift and should begin
the evening prior to the event to watch over equipment and crews.
Volunteer Program
The host LOC will be responsible for securing and organizing local volunteers for the Tour.
Volunteers will assist the Tour and the LOC with coordinating activities on the day of the event.
34
USA/=RO f�
CYCLING
CHALLENGE
Each Host City will have different volunteer requirements, but the total number of volunteers is
typically 200 to 300 per Host City.
If LOC decides that volunteer check-in, for start or finish, is at a location other than the start or
finish line location, then LOC is responsible for its own infrastructure (tents, tables, chairs,
generators). The Tour will not provide these items to satellite locations.
Ambassador Program
The host LOC will be responsible for selecting, securing and organizing a small group (approx.
10-20) of volunteers as race day Ambassadors for the Tour. These individuals should be very
familiar with the town and to be able to provide specific direction and information of the day's
events (i.e. start/finish times, location of VIP, location of Start Villages, location of media room,
hours of operation, etc...)
Recycling Program
The Tour is committed to producing a green event. As such, the LOC shall work with the
Tour's designated waste management provider to provide sufficient means of recycling for all
areas of the event. Clearly marked recycling bins should be placed at every trash receptacle to
encourage attendees to recycle.
Host Cities should provide dumpsters for recyclables only and inform Tour staff of the location
of these dumpsters to ensure proper disposal of recyclables. These dumpsters must be provided
within the entire footprint (i.e. hospitality, start/finish area, Finish Festival, etc.)
HOST TOWN REQUIREMENTS —
35
VLISA CS IM=10 J,%
CYCLING /
CI-IALLENGE
STAGE FINISH
City Services—All Stages
Police Services
Local (City and/or County) police services and related costs are the responsibility of the
host venue. In coordination with Colorado State Patrol, Colorado Department of
Transportation, as well as the Tour's motor and road marshals and in conjunction with the
LOC volunteer program, local police provide for a safe road closure, which may include
fixed-post positions, traffic control, crowd control, enforcing no-parking zones and
maintaining general public safety.
Public Works and Road Services
Local Public Works and Road Services and costs are the responsibility of the host venue.
These services are necessary to support police efforts to ensure road closure and safety of
the course. These services include:
• detour and detour equipment barricades;
• cones;
• printing/posting of No Parking signs;
• trash removal/restoration and street repair
Permit Services
All fees associated with city and county permits and permit requirements for the
operation of the event are to be procured by the host venue on behalf of the Tour. They
include, but are not limited to:
• Parking - both on and off street
• Alcohol (beer/wine) — including possibility of public consumption
contained/sampling (i.e. within Finish Festival or Start Village footprint), as well as
served in the Tour's official hospitality area.
• Road closures and use of roads for setup/racing (includes permits for construction
of staging, tents, wiring/electrical, generators, power equipment, and fork lift)
• Special and Ancillary Events - pre-event and race day
• Banners/Signs —hanging/display of pre-event, race day ads, and sponsor banners.
36
USA 1=1=10 I.
CHALLENGE
• Race day structures, such as branded towers and oversized way-finding structures
• Concession Sales - on-site concession stands and 10 individual peddlers serving the
spectators.
EMT/EMS Services
It is the responsibility of the host venue to provide EMT/EMS services for the general
public the day of their Stage. Please note that the Tour provides medical services for the
athletes, team support and staff personnel. Placement of EMT/EMS services will be
decided by the Tour's Technical Director.
Resident & Business Notifications
Host venues are responsible for notifying local residents and businesses of the impact of
the Tour including road closures, traffic advisories etc. within their city limits. Direct
mailers, door-to-door and association meetings are typical methods for LOCs to execute
this outreach.
Portable Toilets
Host cities will secure port-o-let services or public restrooms during the day of the Stage.
The number of units and placement of the units will be mutually agreed upon by the host
venue and the Production Director. Portable toilets are to be guaranteed to arrive the
night PRIOR to the start or finish event for the graveyard crews.
Waste Management
Host cities will provide waste management/trash removal services and recycling during
and at the conclusion of the event. Necessary supplies and services include: trash
containers, roll off containers, dumpsters, recycling containers, grey water containers &
removal coordination and the crews to remove full containers of liners, and replace them
with fresh liners. Also needed are crews to restore the venue to its original beauty,
meaning removal of trash from streets, parking lots, parking garages, curbs, city property,
county property and federal property. Street sweeping is recommended the day before the
event and the evening after tear down. Host city will use the services of the Tour's
designated Waste Management provider. The Tour will work to ensure a rate to the city
within 10% of the market rate for the agreed upon services.
37
Hotel Accommodations
The LOC is FINANCIALLY RESPONSIBLE for all costs associated with the
following rooms, including all-inclusive room rate (includes all local and state
taxes/fees).
(Please note that a "single" room is a room with one bed, for one person or to be
shared by two people; a "double" is a room with two beds, to be shared by two
people)
Night Before The Stage Finish
• 180 rooms (85/15 single/double rooms)
• Parking expenses
Night of the Stage Finish
• 450 rooms (50/50 ratio of single/double rooms)
• Parking expenses
Hotel Requirements
• Best effort to secure rooms in no more than three hotel properties (the
Tour is flexible based on location and lodging options)
• The Tour will work with LOC to select properties for each functional area
• Hotels must be a minimum of a 2-3-star hotel property
• Hotels must be within close proximity to the Finish line
• Hotels must be located in close proximity to each other
• Individuals and Teams will be responsible for their own incidental
charges; Hotels shall not require credit card pre-authorizations in excess
of$50 per person and $100 per Team.
The Tour will make a concerted effort to explore all opportunities to reduce
overall rooming needs, based on final entourage headcount. If any reductions
are found, the Tour will work with the LOC and respective lodging partner to
reconfigure room blocks.
The Tour must approve all properties prior to contracting and has the right of
refusal for any properties
A
Site Visit/LOC Meeting Rooms
The LOC is financially responsible for providing the Tour with (60) hotel room
nights to be used anytime from October 1, 2011 to October 1, 2012.
Meals
Team Dinner
The LOC is financially obligated to provide an organized dinner for athletes and
team support personnel only (approximately 330 people) the NIGHT OF the
STAGE FINISH, based upon the menu specifications provided by the Tour
Operations Director. The dinner should be in no more than 3 locations and be
mutually agreed upon by Town and Medalist.
Staff Per Diem
A dinner per diem of$15 (per person) should be provided for staff of 500
people. A restaurant"coupon" system may be used to cover this requirement.
Team Breakfast
The LOC is financially obligated to provide breakfast the morning AFTER the
STAGE FINISH for athletes and team support personnel only (approximately
330 people). The Tour Operations Director will provide a specific menu for the
team breakfast. The dinner should be in no more than 3 locations and be
mutually agreed upon by Town and Medalist.
Media Lunch
The LOC is financially obligated to provide a lunch the day of the STAGE
FINISH, for approximately 150 working media. The lunch should be located at
the designated media workroom.
Auxiliary Spaces And Equipment
Media Work Room- Race Day
Must be in close proximity to the finish line area (no more than one, short block
from finish line). Requires approximately 2000 square feet Workrooms will
need to remain operational until 9:00 PM.
• 150 chairs
• Fifty (50) 6'skirted tables
• Fifteen (15) 110V outlets and power strips for each table
A
• Two (2) high-speed copiers which collate and staple. Copiers will be
delivered and installed in the media office and should print a minimum of
30-50 pages per minute. Copiers should come with a service agreement
that includes on-site maintenance, if necessary
• Ability to provide a wireless network with enough bandwidth capabilities
to accommodate 150 working media. A 10 meg line (upload/download) is
preferred.
• Dish, DirectTV or Cable Service that receives VERSUS/NBC network
hooked up to each television in the media workroom.
• Two (2) televisions to project live race coverage
• Sufficient trash and recycling cans
Press Conference Area
• Requires approximately 1,500 square feet; minimum
• 100 chairs arranged theatre style
• Three (3) 8-foot skirted tables
• Four (4) 110V outlets with power strips
• One working phone line for teleconference capabilities, if needed
The Tour will provide a mult-box, microphones and a sound system.
The Tour media operations team will provide a schematic with details regarding
the press conference and media work room.
TV Compound Internet Connectivity
TIC or T2 LINES — Requires hard connections at the finish line, near the TV
compound (to be mutually determined). The requirement is a minimum of 3
mpbs upload/download speed to sustain the connectivity needed.
Medical Office
Suite or meeting room at the Team Hotel with a nearby bathroom
A
Commissaires Meeting Room
A small conference room, close to the FINISH LINE, for approximately 8-10
people. Must have access 1 hour prior to the Finish and 2 hours following the
Finish of the race.
Finish Festival
The Host City is required to support the Tour with the FINISH FESTIVAL by
assisting with the following, including electricity:
• Allocation of a suitable area for the Finish Festival
• Alcohol permitting of entire footprint of Finish Festival for alcohol
consumption
• Handle all Finish Festival permits and associated fees
• Provide waste management coordination, using designated Tour provider,
including receptacles, liners, liner replacement, dumpsters and grey water
collection
• Upon Finish Festival closure, host city is responsible for the cleanup and
removal of all trash, recyclables and grey water through a contracted trash
removal
• Parking for all vendors
• Provide entertainment for the Finish Festival Stage (Tour will provide the
stage and sound equipment). Entertainment must be approved by Tour.
Hospitality
The Host City is required to support the Tour with the Hospitality/ VIP area by
assisting with the following:
• Allocation of a suitable area for the Hospitality tent that can accommodate
300 to 1000 guests and provides the best overall view of the finish line
• Access to a potable water connection within 150ft of the Hospitality tent
• Provide electricity
A
• Provide waste management coordination including receptacles, liners,
liner replacement, dumpsters and grey water collection
• Upon hospitality tent closure, host city is responsible for the cleanup and
removal of all trash, recyclables and grey water through a contracted trash
removal
Parking Requirements
Team Parking And Mechanics Work Area
Requires a sizable portion of the Headquarter Hotel parking lot— equivalent of
10 — 15 contiguous parking spaces per Team - with HIRED overnight security.
Each team travels with a combination of vehicles such as a motor coach, trailer
and support vehicles, and additional space is needed for mechanics to work on
bikes. Must have access to water— 75 — 150 gallons of non-potable water per
team, and power— one 20-amp plug-in per team.
The Host City is financially obligated to provide on-site, overnight Security at
the Team HQ Hotel to monitor the team parking areas. Security should begin at
approximately 7:00 pm through 7:00 am the following morning.
Team Parking (Finish Line)
Requires a sizable lot (approximately (160) parking spaces) in close proximity
to the Finish Line, to accommodate team vehicles. Each team travels with a
motor coach, trailer and support vehicle.
VIP Parking
Requires parking located adjacent to the finish area for approximately 200
vehicles for VIP's and sponsors.
Finish Festival Event Parking
Requires parking within close proximity of the finish area for approximately 150
vehicles for event and festival vendors.
Media Parking
Parking for 150 local and visiting working media within close proximity of the
press workroom/press conference.
Staff Event Parking
A
Requires parking for approximately 100 vehicles adjacent to the finish line
location.
Crew Parking
Parking must be secured for the construction crew vehicles at the Stage Finish
location with HIRED security. The Host City is financially responsible for
providing Security, which should begin the evening prior to the Finish to watch
over equipment and crews.
Volunteer Program
The host LOC will be responsible for securing and organizing local volunteers
for the Tour. Volunteers will assist the Tour and the LOC with coordinating
activities on the day of the event. Each Host City will have different volunteer
requirements, but the total number of volunteers is typically 300 to 400 per Host
City.
If LOC decides that volunteer check-in, for start or finish, is at a location other
than the start or finish line location, then LOC is responsible for its own
infrastructure (tents, tables, chairs, generators). The Tour will not provide these
items to satellite locations.
Ambassador Program
The host LOC will be responsible for selecting, securing and organizing a small
group (approx. 10-20) of volunteers as race day Ambassadors for the Tour.
These individuals should be very familiar with the town and to be able to
provide specific direction and information of the day's events (i.e. start/finish
times, location of VIP, location of Finish Festival, location of media room, hours
of operation, etc...)
Recycling Program
The Tour is committed to producing a green event. As such, the LOC shall
work with the Tour's designated waste management provider to provide
sufficient means of recycling for all areas of the event. Clearly marked
recycling bins should be placed at every trash receptacle to encourage attendees
to recycle.
Host Cities should provide dumpsters for recyclables only and inform Tour staff
of the location of these dumpsters to ensure proper disposal of recyclables.
These dumpsters must be provided within the entire footprint (i.e. hospitality,
start/finish area, Finish Festival, etc.)
A
EXHIBIT B
TOUR SPONSORS
Protected Categories (Exclusivity) These categories are subject to change over the course of
the planning process and could open up for local revenue opportunities. CBR will inform all
Host cities regarding any additions/deletions made based on National Sponsorship in a timely
manner.
• Quick Service Restaurant and Fast Casual
• Soft Drink
• Auto
• Bank
• Energy
• Cable/Satellite TV
• Grocery
• Beer/Wine/Liquor
• Credit Card
• Bank/Financial Advisors
• Healthcare
• Hospital
• Energy Bar
• Energy Drink
• Alcoholic Beverages
• Lasik Surgery
• Consumer Electronics
• Airline
• Telecommunications
• Waste Management
The following categories will NOT be allowed for inclusion in the
2012 USA Pro Cycling Challenge:
• Firearms
• Pornography
• Tobacco
B