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Home My WebLink Aboutresolution.council.083-14 RESOLUTION #83 (Series of 2014) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND THE WESTIN SNOWMASS RESORT 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 guest rooms, food and event services between the City of Aspen and the Westin Snowmass Resort, 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 guest rooms, food and event services between the City of Aspen and the Westin Snowmass Resort, 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-th C' y Council of the City of Aspen on the 14th day of July 2014. Std en Ska , ayor I, Linda Manning, duly appointed and acting City Cl rk 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, July 14, 2014. AA6 Linda Manning, Cit Clerk USA PRO CHALLENGE HOST ORGANIZER PARTICIPATION AGREEMENT (Overall Start and Finish and Stage 2 Start): [City of ASPEN) This U.S.A.Pro Cycling Challenge Host Organizer Participation Agreement(hereinafter referred to as the"Agreement")is entered into as of this 1 4 _of 2014,by and between Classic Bicycle Racing LLC, a Delaware limited liability co pany(hereinafter "CBR"), and the City of Aspen an organized under the laws of the State of Colorado (hereinafter Host Organizer"Host" or"Host Organizer"). (CBR and Host Organizer Host Organizer are sometimes hereinafter collectively referred to as the"Parties" and individually as a"Party".) RECITALS WHEREAS, CBR owns the USA Pro 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,Host Organizer 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. CBR licenses to Host Organizer(the"Host")the right to host a OVERALL START/FINISH and STAGE START(the"Host Stages")for the Tour to be held in August 2014. The 2014 Tour is scheduled to be held from August 18`x'through 24h, 2014 and the Host Stage is scheduled to be held on August 18 and 19,2014. 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 5 of this Agreement. The Host Stage shall be held at a location in Aspen, Colorado, which shall be subject to the prior review and approval of the Host Organizer, 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 September 30', 2014(the"Term"). 3. CBR as Exclusive Race Promoter. The Host agrees that, in consideration of the opportunity to host the Host Stage of the Tour, and the economic benefits to the Host associated with that opportunity,the Host 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 road cycling race involving three or more professional road racing teams,including any UCI sanctioned road cycling race rated 2.1, 1.1 or higher, all or any part of which takes place within the State of Colorado. Host 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 specifically consents to these restrictions and does not believe any such restriction to be an unreasonable restriction on its future operations. Host understands and agrees that securing CBR'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 but for this agreement. 4. Host Organizer. Host Organizer shall be subject to the following requirements: a. General. At all times during the Term of this Agreement, Host Organizer 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. Host Organizer will be led by one or more chairperson(s)who will be primarily responsible to coordinate the performance of Host Organizer's obligations under this Agreement. Such chairperson(s)shall endeavor to ensure that the Host Organizer'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 Host Organizer (Host Organizers have option to have one individual handle more than one responsibility): (1) Operations Director; (2) Technical Director; (3) Media&Public Relations Director; (4) Marketing Director; (5) Volunteer Director; (6) VIP/Hospitality Director; (7) Sponsorship/Sales Director; 2 (8) Education/Community Outreach Director; (9) FestivalNillage&Ancillary Events Director. 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 2014 Planning Manual for the Tour ("Planning Manual") which will be furnished by CBR or Medalist to Host following the HOST ORGANIZER 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 Obli ag tion Specifications. Provide the following only as they might occur within the Host Organizer 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 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 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 Host Organizer 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, including providing all necessary equipment, including but not limited to fork and scissor lifts; (4) Permits: Waiver or payment of all Host Organizer 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 3 (including sales and use tax licenses) applicable to CBR partners and vendors must be obtained by CBR partner. Host will reasonably assist CBR 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 City of Aspen 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 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; Host city will provide the Tour's designated waste management provider an opportunity to bid for services and recognize it as the preferred vendor. CBR will ensure a rate to the Host within 10%of the market rate as to be mutually agreed to by the parties; (7) Waste Management/Trash Removal/Recycling: Waste management,trash removal services and recycling within the municipal boundaries following conclusion of the Host Stage in the Host city; Host city will use the services of the Tour's designated waste management provider. CBR will ensure a rate to the Host within 10%of the market rate as to be mutually agreed to by the parties; (8) 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; (9) Parkin: 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 start and finish line within two blocks of the start and finish line. If parking areas are outside of the two block designation the Host will secure parking in other areas mutually agreed upon by CBR and Host; (10) Hotel Accommodations: Host shall provide the hotel rooms it proposed in its proposal to and mutually agreed upon by 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 community 4 limits of Host Location through which the Tour course will run and provide access to such course without imposition of any site fees. 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. 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 during the Tour without the prior written consent of CBR. 5 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, 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, CBR will reserve the right for Host to reproduce tour related items at CBRs expense. 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 reserve 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, 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. 6 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, the Host Stage and related areas. 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 permanent monument or iconic representation of the USA Pro Challenge to commemorate the presence of the Tour. Host shall provide a rendering and description of the proposed display or monument, including information regarding the proposed location, for review and approval by CBR. Alumni cities that have a permanent monument on display, approved by the Tour, will be deemed to have met this requirement. 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. Provide an allotment of credentials for and grant access to VIP hospitality area that CBR intends to create; 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 the Host City 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 maybe specifically set forth in Sections 6c and 7 of this Agreement. 7 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. (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 subject to the prior approval of CBR. Host shall be responsible for all expenses of creating, organizing and presenting such ancillary events and may retain all revenues generated thereby. (3) Revenues derived from approved, Local Sponsors and contributions to the Host are retained/utilized by the Host at their discretion. (4) Merchandise. (1) The official merchandiser of the tour will process all orders of officially licensed Tour merchandise and local co-branded merchandise. a. Only local co-branded merchandise may be sold by the HOST ORGANIZER. (2) Host may purchase merchandise by the following procedure: a. Host may purchase product at wholesale(50%of retail)cost plus 20%; b. 50%deposit due at time of order and balance due at time of ship(check or credit card); c. Merchandiser must be notified of any discrepancies in what you receive versus what was ordered within 24 hours of product delivery; d. Host may sell merchandise within their community until August 17th, 2014 and after the race leaves town. Host will be financially responsible for any unsold merchandise. (3) Host may assist local retailers purchase certain officially licensed merchandise directly from Tour partners as determined by the tour. (4) RACE DAY a. Host may sell local branded merchandise on the day of the race in their city on consignment: 8 i. Consignment: The Host can provide merchandise to the official tour merchandiser on a consignment basis. HOST ORGANIZER will pay a consignment fee of 20%of gross sales net of sales tax. Merchandise must be checked in at the main merchandise tent on the day of the event to the official merchandiser. ii. Asa reminder, stage jerseys cannot be sold by the Host during the race. b. CBR will provide Host with pre-approved designs, however Host may submit original designs bearing a Host/USA Pro Challenge logo. All designs must conform to the tour guidelines and shall be approved by CBR. c. All products must be produced and 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. Desi agn tion. 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 stage sponsor, with price guidelines approved by CBR. c. Local Sponsorship Benefits. Host shall be able to provide Local Stage Sponsors with sponsorship benefits to be provided by CBR as is more 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 approved 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: 9 (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 and specific companies within 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,primarily 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 Host Organizer 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, 10 representatives, employees, suppliers or subcontractors shall commercially exploit in any manner the nature of their transaction with goods and/or services provided to Host for the Host Stage or the Tour,including without limitation: (1)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 Sports, 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 11 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 Host Organizer,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 contracting party shall be endorsed to name Host, CBR, and Medalist Sports 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 Host Organizer 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 12 Marks Guidelines set forth in Section 9a(6)herein below, 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. (3) 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. (4) 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. (5) 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. (6) 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 Challenge Graphics Standards Manual, published by CBR from time-to-time. 13 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. 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 organization or 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. (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 14 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 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 9a 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 reasonably 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. 15 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 in Section 7 (4)of this Agreement. 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 16 address for notices under this Agreement to the attention of the individual designated to receive these approvals for CBR. 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 Host Organizer from promoting itself, and including in such promotion the role that it played as a Host Organizer. 15. Ownership and Protection of Intellectual Property. a. OwnershiQof 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 17 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 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. 18 (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. 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 19 (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. 18. Indemnification. a. By CBR. To the extent permitted by law, CBR shall indemnify,defend and hold harmless Host, its affiliates and each of their respective affiliates, officers, directors,partners, 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. 20 b. By Host. To the extent permitted by law,Host shall indemnify, defend and hold harmless CBR, Medalist Sports,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 Host Organizer; (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 21 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 (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; 22 (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 18a(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 18a(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 borrowed)by CBR,with limits not less than $1,000,000 each accident combined single limit for bodily injury and property damage; 23 (3) Workers' Compensation insurance covering CSR'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; 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 Fifteen(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. c. Host Provided Insurance. Throughout the Term of this Agreement (including any extensions thereof), Host shall provide and maintain, at its 24 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, and Employer's Liability policies. 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; $1.5 million in excess car insurance; (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 25 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. At least Fifteen(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 18 and 21 of this Agreement. 24. Public Announcement. The Parties agree to make a joint public announcement and press release in the near future announcing the host city partners. The Parties agree that the form and substance of such announcement and press release shall be mutually agreed between the Parties. 26 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 Host Organizer 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 Host Organizer and shall pay, collect and remit all municipal sales and use taxes as may be required by law. This Agreement shall not be construed as an approval by the Host Organizer of the Tour for the purpose of any regulatory approvals that are otherwise required. 26. General. a. 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. 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 XX XX Attn.. XX If to CBR: Classic Bicycle Racing LLC 1515 Arapahoe Street Tower 1, 1 Oh Floor Denver, CO 80202 Attn.: John M. Moore c. Entire Agreement; Modifications. This Agreemerit 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. 27 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. f. 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 9a(4), 9a(5), 9a(6)(f), 13-17, 18b, 20- 22, and 24-25 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. 1. Time of Essence. The Parties agree that time is of the essence in performing obligations under this Agreement. 28 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. 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 possess 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. 29 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 By n Name: 011x 1 Title: HOST: [Cit70f s en By: Name: 4 c�vJ Title: 30 ADDENDUM TABLE OF CONTENTS USA PRO CHALLENGE HOST ORGANIZER PARTICIPATION AGREEMENT........... 1 Exhibit A: Host City Requirements ..........................................................................................32 RACETECHNICAL OPERATIONS.......................................................................................................................................32 Finishand Start..............................................................................................................................................................................32 FINISHFESTIVAL/START VILLAGE.................................................................................................................................34 FinishFestival.................................................................................................................................................................................34 StartVillage.....................................................................................................................................................................................35 RACE OFF-COURSE OPERATIONS.....................................................................................................................................36 Off-Course Operations Summary...........................................................................................................................................36 Overalllodging guidelines........................................................................................................................................................37 Pre-Race............................................................................................................................................................................................38 OverallRace Start.........................................................................................................................................................................38 Start........................................................................... .....................................................................................................................40 AUXILIARYSPACES.................................................................................................................................................................41 OverallStart/Finish Area.........................................................................................................................................................41 Start.....................................................................................................................................................................................................44 CONNECTIVITY.........................................................................................................................................................................44 OverallStart/Finish Area..........................................................................................................................................................44 PARKINGREQUIREMENTS..................................................................................................................................................46 OverallStart/Finish Area.........................................................................................................................................................46 Start.....................................................................................................................................................................................................47 CEREMONIES&AWARDS.....................................................................................................................................................48 VIPHOSPITALITY.....................................................................................................................................................................50 OverallStart/Finish Area.........................................................................................................................................................50 Start.....................................................................................................................................................................................................51 VOLUNTEERS.............................................................................................................................................................................52 AmbassadorProgram.................................................................................................................................................................53 Marketing...................................................................................................................................................................................53 ExhibitB: Sponsorship............................................................................................................S4 HOSTPARTNERSHIP OPPORTUNITIES..........................................................................................................................54 Local Partnership Package Formulation...........................................................................................................................54 Sponsorsolicitation approach................................................................................................................................................54 ProtectedCategories(Exclusivity).......................................................................................................................................55 RestrictedCategories..................................................................................................................................................................55 Potential Host Partnership Categories...............................................................................................................................56 HOSTBENEFIT INVENTORY...............................................................................................................................................56 Descriptionof Assets....................................................................................................................................................................57 HOSTORGANIZER Credentials................................................................................................................................................58 Exhibit C: USA Pro Challenge Marks........................................................................................60 ExhibitD: Host City Marks......................................................................................................61 EXHIBIT A: HOST CITY REQUIREMENTS As a host of the USA Pro Challenge,host venues are asked to provide, at their expense,local support in the following areas: RACE TECHNICAL OPERATIONS FINISH AND START Auxiliary Equipment Host is responsible for providing necessary additional equipment for set up as outlined in the planning manual. 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, the Tour's motor and road marshals and in conjunction with the HOST ORGANIZER volunteer program,local police provide for a safe road closure. This 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; • Fork and scissor lifts,as determined by the Tour's Production Director. 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. Tour staff will provide required information to facilitate permitting. Permits necessary include,but are not limited to: • Parking-both on and off street; • Alcohol/Special Event Liquor Permits(beer/wine/liquor)—for the Tour's official hospitality, Start Village, Festival, and any other agreed upon vending areas; 32 • Street Occupancy&Public Right of Way Permits-Road closures and use of roads for setup and racing(includes permits for construction of staging,tents, wiring/electrical, portable generators,power equipment, and fork lift); • Special and Ancillary Events -pre-event and race day; • Banners/Signs-hanging and display of pre-event, race day ads, and sponsor banners; • Race day structures, such as branded towers and oversized way-finding structures; • Assist in obtaining Special Event Sales Tax Applications for exhibitors(national and local partners); • Building permits; • Information regarding fire permits for tents and concessions. 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, within the host city and host county limits. Please note that the Tour provides medical services for the athletes,team support and staff personnel. The Tour's Technical Director will decide placement of EMT/EMS services. 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. Host city will use the preferred- rate 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. Host cities may obtain bids from local providers and are required to share bids with CBR Specific Portable Toilet needs per event stage will be provided in a separate production outline. 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, liners,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 preferred-rate services of the Tour's designated waste management provider. The Tour will work to 33 ensure a rate to the city within 10%of the market rate for the agreed upon services. Host cities may obtain bids from local providers and are required to share bids with CBR. Recycling • The Tour is committed to producing a green event. As such,the HOST ORGANIZER 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, Start Village,Finish Festival, etc). FINISH FESTIVAL/START VILLAGE FINISH FESTIVAL HOST ORGANIZER RESPONSIBILITIES OVERVIEW* The Host City is required to support the Finish Festival by assisting with the following: • Allocation of a suitable area for the Finish Festival; • Access to pre-determined roof top for placement of repeater and microwave equipment; • An minimum area of 40,000 square feet is required for the sponsor exposition area; • Provide a detailed map of festival site including ingress and egress points, landscape, benches,permanent structures, etc. in the format designated by the Tour; • Securing all Finish Festival permits and paying associated fees(including but not limited to Special Events Liquor Permit); • Electricity; • Collection of exhibitor documentation(i.e. certificates of insurance, contract,proof of permits)FOR BOOTH SPACE SOLD BY HOST ORGANIZER; • Provide onsite waste management including waste receptacles,liners, dumpsters, grey water collection and onsite clean-up crew; • Upon Festival closure, Host City is responsible for street sweeping/power washing and the cleanup and removal of all trash, recyclables and grey water through a contracted trash removal provider; • Parking for all vendors; • Provide entertainment for the Finish Festival Stage(Tour will provide the stage and sound equipment). Entertainment must be pre-approved by Tour; 34 • Securing concessions/food vendors as outlined by the Tour(pouring only product from approved Tour alcohol beverage partners); • Programming a Kids Zone within the Festival footprint; • Manage alcoholic beverage sales and revenue on-site(pouring only product from approved Tour alcohol beverage partners); • Provide royalty of 15%of net on-site alcoholic beverage sales to CBR; • Host is responsible for procuring and providing festival security. (Tour will procure and provide festival perimeter fencing as required by liquor boundary); *The same requirements &responsibilities may pertain to the opening weekend festival. START VILLAGE HOST ORGANIZER RESPONSIBILITIES OVERVIEW The Host City is responsible for the Start Village and is required to provide the following: • Allocation of a suitable area for the Start Village; • Host will do their best to provide Programming and a festival experience; • Securing all Start Village permits and paying associated fees (including but not limited to Special Events Liquor Permit-assuming Host city wishes to serve alcohol); • Electricity; • Provide onsite waste management including waste receptacles, liners, dumpsters, and onsite clean-up crew; • Upon Village closure,host city is responsible for street sweeping/power washing and the cleanup and removal of all trash,recyclables and grey water through a contracted trash removal provider; • Parking for all vendors; • Secure concessions/food vendors (pouring only product from approved Tour beverage partners); • Provide space and infrastructure for up to Five(5) Tour partners as needed (CBR will reimburse up to $200 for a 10x10 partner tent)Tour will give Host number of tents needed two weeks prior to start of race; • Collection of exhibitor documentation(i.e. certificates of insurance, contract,proof of permits) FOR BOOTH SPACE SOLD BY HOST ORGANIZER. 35 RACE OFF-COURSE OPERATIONS OFF-COURSE OPERATIONS SUMMARY *$100 all-Inclusive room rate(including local/state taxes) Monday,August 11—7 Days Out • Rooms=Twenty-four(24)*; • Team and Staff Parking. Tuesday, August 12—6 Days Out • Rooms=Thirty-six(36)*; • Team and Staff Parking. Wednesday, August 13—5 Day Out • Rooms= Seventy-Three(73)*; • Team and Staff Parking. Thursday, August 14—4 Days Out • Rooms=One Hundred-One(101)*; • Team and Staff Parking. Friday, August 15—3 Days Out • Rooms=Two Hundred-Sixty Seven(267)*; • Team and Staff Parking. Saturday,August 16—2 Days Out • Rooms=Five Hundred-Twelve(512)*; • Meals=Team Dinner for Three Hundred-Thirty(330). • Team and Staff Parking Sunday,August 17— 1 Day Out • Rooms= Six Hundred-Thirty(630); • Meals=Team Breakfast for Three Hundred-Thirty(330); • Team Dinner for Three Hundred-Thirty(330); 36 • Team and Staff Parking. Monday,August 18 • Rooms=Four Hundred-Eighty Two(482); • Meals=Team Breakfast for Three Hundred-Thirty(330); • Team Dinner for Three Hundred-Thirty(330); • Boxed Lunches Five Hundred (500); • Media Lunch for One Hundred-Fifty(150); • Per Diem-$15 =Five Hundred(500)people; • Start/Finish Crew Breakfast Eighty(80); • Team and Staff Parking. Tuesday,August 19 • Meals=Team Breakfast for Three Hundred-Thirty(330); • Boxed Lunches Five Hundred(500); • Start Crew Breakfast for Forty(40); • Media Breakfast Fifty(50). Site Visit Rooms= Sixty(60) OVERALL LODGING GUIDELINES The HOST ORGANIZER is FINANCIALLY RESPONSIBLE for all costs associated with the following rooms including all-inclusive room rate(includes all local and state taxes/fees). Based on the roles they play with the race, individuals are placed into Housing Groups. These Housing Groups are divided into three different Travel Patterns: Entourage, Start Advance and Finish Advance. Travel Pattern Room Breakdown Housing Groups must be accommodated within the same property,with one check-in location. The Operations Director will work with you to make appropriate and efficient property assignments. For Reference: a "single"room is a room with one (1) bed,for one(1)person or to be shared by two (2)people; "double"is a room with two (2) beds, to be shared by two (2)people. 37 • The Entourage Travel Pattern is Four Hundred-Sixty(460)rooms, 50% Single, 50% Double; • Finish Advance Travel Pattern is One Hundred-Seventy-Five(175)rooms, 65% Single, 35%Double; • Start Advance Travel Pattern is Sixty-Five(65)rooms,45%Single, 55% Double; PRE-RACE Site Visit Hotel Rooms The HOST ORGANIZER is financially responsible for providing the Tour with Sixty(60)hotel room nights to be used anytime from October 1,2013 to October 1,2014. Site Visit Meeting Space The HOST ORGANIZER is financially responsible for providing the Tour with appropriate meeting space for each site visit as outlined in the HOST ORGANIZER Planning Manual. Rooms Needed 7 Days Before the Overall Start The HOST ORGANIZER must secure One Thousand Two Hundred and Sixty-Five(1,265)room nights at$100, all-inclusive room rate[including local and state taxes and fees]. The room night figure is cumulative and the race is not to be obligated to the projected nightly arrival pattern and is to be obligated only to the actual number of room nights consumed. *Please note that the room block captures staggered arrival beginning Seven(7) days out. Below are the estimated rooms that will be used: • 7 days out—Monday,8/11/14—(24)rooms; Team and Staff Parking • 6 days out—Tuesday,8/12/14—(36) rooms; Team and Staff Parking • 5 days out—Wednesday,8/13/14—(73)rooms; Team and Staff Parking • 4 days out—Thursday,8/14/14—(101)rooms; Team and Staff Parking • 3 days out—Friday,8/15/14—(267) rooms; Team and Staff Parking • 2 days out- Saturday, 8/16/14—(512) rooms; Team and Staff Parking OVERALL RACE START Lodging 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 HOST ORGANIZER 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. 38 Night Before The Overall Start (Aug 17) • Six Hundred-Thirty(630)rooms (55/45 single/double rooms); • All parking expenses or complimentary self-park option at each lodging property. Night of the Overall Start(Aug 18) • Four Hundred-Eighty Two(482)rooms(50/50 ratio of single/double rooms); • All parking expenses or complimentary self-park option at each lodging property. Hotel Requirements • Best effort to secure rooms in no more than three(3)hotel properties (the Tour is flexible based on location and lodging options); • The Tour will work with HOST ORGANIZER to select properties for each functional area; • Hotels must be a minimum of a 3-star hotel property; • Hotels must be within close proximity to the Finish line; • Hotels must be located in close proximity to each other; • Team Hotel(s)must be full-service properties with banquet facilities; • Proposed condominium inventory should consist of units with no more than Two (2) bedrooms; • 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; • Complimentary wireless internet access in public areas and guestrooms is required. MEALS Team Dinner • The HOST ORGANIZER is financially obligated to provide Three(3) organized dinners for athletes and team support personnel only(approximately Three Hundred- Thirty(330)people)for Three(3) consecutive nights: Saturday, 8/16; the night BEFORE the Overall Start/Finish, Sunday, 8/17; and the night of the Overall Start/Finish, Monday, 8/19. Team dinners should be based upon the menu specifications provided by the Tour Operations Director. The dinner should be located at the Team Hotel and the space must be large enough to accommodate Thirty-Six(36) rounds of Ten(10)people each. Staff Per Diem • A Meal per diem of$15 (per person) should be provided for staff of Five Hundred (500)people on Sunday, 8/17. A restaurant"coupon"system may be used to cover this requirement. 39 Team Breakfast • The HOST ORGANIZER is financially obligated to provide Two (2)breakfasts the mornings of Monday, 8/18 and Tuesday, 8/19 for athletes and team support personnel only(approximately Three Hundred-Thirty(330)people). The Tour Operations Director will provide a specific menu for the team breakfasts. The breakfasts should be located at the Team Hotel and the space must be large enough to accommodate Thirty- Six(36)rounds of Ten (10)people each. Media Lunch • The HOST ORGANIZER is financially obligated to provide a lunch the day of the Overall Start/Finish, Monday, 8/18, for approximately One Hundred-Fifty(150) working media. The lunch should be located at the designated media workroom. Team/Caravan Boxed Lunches • The Host City is financially obligated to provide Five Hundred(500)boxed lunches for the caravan teams and staff for the Overall Start/Finish on Monday, 8/18 and the Stage Start on Tuesday, 8/19, 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. Start/Finish Crew Breakfast • The Host City is financially obligated to provide breakfast the day of the Overall Start/Finish, Monday, 8/18,for the start/finish line construction crew and finish advance staff(approximately Eighty(80)people). Breakfast should be served at the Finish Line no later than 6:30 a.m. START Meals Start Crew Breakfast • The Host City is financially obligated to provide breakfast for the start line construction crew and start advance staff(approximately Forty(40)people)the morning of the Stage Start,Tuesday, 8/19. Breakfast should be served at the Start Line no later than 6:30 a.m. Media Breakfast • The Host City is financially obligated to provide a continental breakfast for approximately Fifty(50) working media in or near the media workspace the morning of the Stage Start on Tuesday, 8/19. 40 ABILIARY SPACES The HOST ORGANIZER is financially responsible for providing the following auxiliary spaces: OVERALL START/ FINISH AREA Race Office—8/14-8/19 (Four(4) days in advance of race through Stage 2 race day)-Requires approximately Five Hundred(500) - One Thousand(1000)square feet and should be located at the Headquarter Hotel. Must have power,phone line,high volume color printer/copier and wireless Internet access. One(1)high-speed color copier that collates and staples. Copier will be delivered and installed in the Race Office and should print a minimum of Thirty(30)–Fifty(50)pages per minute. Copier should come with agreement that includes on-site maintenance, if necessary. Media Office—8/15-8/18 (Three(3) days in advance of race—could be same specs as the race-day media workroom if this space logistically works out)--Requires a minimum of 1,000 square feet of space and must be inside the headquarters hotel; -Note,this space will need to be expanded to 2,000 square feet of space on race day if it is to be the same location. • One Hundred(100) chairs; • Twenty-Five(25)6' skirted tables; • Twenty-Five(25) 110V outlets and power strips for 8' tables; • Two (2)high-speed copiers that collate and staple. Copiers will be delivered and installed in the media office and should print a minimum of 3 0-5 0 pages per minutes. Copiers should come with agreement that include on-site maintenance, if necessary. (Note, these can be moved to press day office); • Ability to provide a wireless network with enough bandwidth capabilities to accommodate One Hundred-Fifty(150)working media. A 10 MB line (upload/download)is preferred; • Trash and recycling receptacles. KICK-OFF PRESS CONFERENCE AND LUNCHEON (Occurs One(1)to Two (2) days in advance of race start)The HOST ORGANIZER is responsible for all logistical (set-up)costs for the"kick-off'press conference. CBR must approve the location of the event. Requirements • 2,500 square feet space; • One Hundred-Fifty(150) chairs in a theatre-style setup; • Two rows of three(3) 8-foot skirted tables; • Two-tier risers; 41 • 24 patch multi-box,Two (2)wireless microphones, Ten(10) additional microphones; sound system that should either be patched into the house sound or come with Two (2) speaker systems; and a DVD player; • Dedicated single hard line Ethernet internet connection with a minimum of 5mbps up/down; • Six(6) 110V outlets; • Combination of television monitors and computer projection system; • Security; • Directional signage; • Parking for media(free of charge); • Two (2)telephone lines and Getner device for teleconferencing; • Stage Lighting. Media Luncheon • Prior to press conference, the HOST ORGANIZER is financially responsible for providing a buffet-style lunch for approximately One Hundred-Fifty(150)media,prior to the kick-off press conference; • Luncheon should be in a room adjacent to press conference area; • Menu must be submitted to race organizers for approval two weeks prior to event. Staff Processing Space—8/14-8/18 (Five(5)days in advance of race through race day)Requires approximately 2,000 square feet, located in or near the HQ Hotel and must be secure space with an additional secured space adjacent to the main space. Media Work Room—(8/18-8/19) Area must be in close proximity to the finish line area(no more than 500 meters from finish line). Require approximately 2000 square feet. Workrooms will need to remain operational until 9:00 PM. • One Hundred-Fifty(150) chairs; Fifty(5 0)6'skirted tables; • Twenty-Five(25) 110V outlets and power strips for each table; • Two (2)high-speed copiers that 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 One Hundred-Fifty(150)working media. A 10 MB line (upload/download) is preferred; 42 • Sufficient trash and recycling cans. Press Conference Area (8/18) • Requires 1,500 square feet,minimum; • One Hundred (100) chairs arranged theatre style; • Three(3) 8-foot skirted tables with Six (6) chairs each; • Two-tier press riser for cameras; • Four(4) 110V outlets with power strips; • One(1)working phone line for teleconference capabilities, if needed; • Dedicated single hardline Ethernet Internet connection with a minimum of 5mbps up/down. The Tour will provide a multi-box,microphones and a sound system. The Tour media operations team will provide a schematic with details regarding the press conference and media workroom. Commissaires Meeting Room • A small conference room, close to the OVERALL START/FINISH LINE, for approximately Twelve(12)people. Must have access 1 hour prior to the Finish and 2 hours following the Finish of the stage. Additional Meeting Space Needs Medical Office—8/17-8/19 • One(1) day in advance of race through race day. Build Crew Signage Room—8/12-8/19 • Seven(7)days in advance through race day; • An indoor location, approximately 800 square feet, on the GROUND FLOOR,with easy access from the street to unload, inventory and sort a ton of signage. Preferably at the hotel for the start/finish crew. Bulk Beverage Staging Area—8/13-8/19 • Located in the Headquarters Hotel, storage space to accommodate Six(6)-Eight(8) pallets of beverage product(water, soda,isotonic, alcoholic)with easy access to loading dock or street. 43 Staff Storage Room—8/12-8/19 • Seven(7)days in advance through race day; • Requires approximately Two(2) 800-1000 square foot rooms that can be locked and secured. All-Staff Meeting Space—8/17-8/19 • One(1)day in advance of race through race day; • Requires approximately 1,500 square feet(can be the same as the kick-off press conference)with theater-style seating for Six Hundred(600)people. Ad-hoc Meeting Space—8/14-8/19 • Four(4)days in advance of race through race day; • Requires approximately 1,000 square feet at the Headquarter Hotel with classroom seating for Seventy(70)people and a podium. This room is for event managers meetings. Storage Space for Deliveries—8/12-8/19 • Seven(7) days in advance of race through race day; • Requires approximately 1,500 square feet that can accommodate all team bicycles and can be locked and secured. START Media Work Space • A room to accommodate media check-in and work space(for up to Fifty(50)people) shall be provided in close proximity to the Start Line; • A continental breakfast of coffee,juice and bakery items will be supplied for Fifty(50) people; • Wireless Internet to accommodate upwards of Fifty(50)working media should be available at no charge. CONNECTIVITY Require hard connections at the finish line,near the TV compound (to be mutually determined), Finish line official's podium, and VIP Hospitality/Box Office. The requirements are as follows: OVERALL START/FINISH AREA Production Compound 44 • Two (2) separate hard line drops to the Production Compound or single hard line drop with the total capacity of Two (2) drops; • 10 Mbps Up/10 Mbps Down per drop Minimum(more available speed the better)or 20 Mbps Up/20 Mbps Down for a single drop minimum; • Provide Static IP address per drop (our routers will provide local DHCP access) or Unlimited DHCP addresses if DHCP is provided; • Open Ports; • Local provider should provide modems or CAT 5e/6 cables for use with our Wi-Fi routers. Please provide sufficient cabling to the Production Compound; • Technical contact should be available for the duration of the race; • Drop(s)should be available no later than 7:30 AM and will be deactivated by approximately 6:30 PM(depending on race and TV deliverable schedule). Overall Start/Finish Line Officiating Stage • One(1) separate hard line drop to the finish line officiating stage; • Provide Static IP address (our router will provide local DHCP access)or Unlimited DHCP addresses if DHCP is provided; • 3 Mbps Up/3 Mbps Down per drop Minimum(more available speed the better); • Open Ports; • Local provider should provide modems or CAT 5e/6 cables for use with our Wi-Fi routers. Please provide sufficient cabling to the finish stage; • Technical contact should be available for the duration of the race; • Drop(s) should be available no later than 7:30am and will be deactivated by approximately 6:30pm(depending on race schedule). VIP Hospitality Area • One(1) separate drop/connection dedicated to the VIP Hospitality area for Will Call/Box Office; • Provide Static IP address(our router will provide local DHCP access)or Unlimited DHCP addresses if DHCP is provided; • 3 Mbps Up/3 Mbps Down per drop Minimum(more available speed the better); • Open Ports; • Local provider should provide modems or CAT 5e/6 cables for use with our Wi-Fi routers. Please provide sufficient cabling to the VIP Hospitality area Will Call/Box Office; 45 • Technical contact should be available for the duration of the race; • Drop(s) should be available no later than 7:30am and will be deactivated by approximately 6:30pm(depending on race schedule); • Our routers are standard consumer grade Wi-Fi routers.We will directly connect to our routers and distribute/control access to the rest of the compound for Static or DHCP. PARKING REQUIREMENTS OVERALL START/ FINISH AREA Host venue should provide suggested directions to each parking area and assist with providing parking staff day of the Overall Start/Finish. The Host City is responsible for securing and covering all costs associated with the following parking: All parking determinations are due back to the Production Director Forty-Five(45) days prior to the stage. Vehicle Processing Lot—8/9-8/19 Processing Building—8/11-8/19 Nine(9)days in advance of race through race day. Must have capacity for One Hundred-Fifty (150)vehicles and Twenty-Five(25)trucks with 24-hour access. Processing Building should have wireless Internet connection,tables and chairs for workstations,power,lights, and bathrooms. Trash service will be needed for the building and parking lot. Production Crew Load Lot—8/13-8/19 Five (5) days in advance of race through race day • Requires space for the Production Crew to sort through equipment and parking for the box trucks. Two (2) 5000 lb warehouse forklifts, One(1)30 yard dumpster, and two (2)portable toilets are necessary for this lot. Should be located at the construction crew's hotel. The host city is financially obligated to provide hired, overnight security. Team Parking And Mechanics Work Area (8/13-8/19) Five (5) days in advance of race through race day(8/13—8/19) • Requires equivalent of Ten(10)—Fifteen(15)contiguous parking spaces per Team- with HIRED overnight security at or in close proximity to the Team Hotel(s). 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(1) 20-amp plug-in per team. Each team should have a hose connection available to them within 50' and access to an electrical outlet within 50'. Minimum clearance for Team Parking and Mechanics Work Area is 14% 46 • The Host City is financially obligated to provide on-site, dedicated 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, starting 8/14-8/20. Opening weekend through Stage 2 Start (8/16-8/19) • Team Parking(Overall Start/Finish): Requires a sizable lot(approximately One Hundred-Fifty(150)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 start/finish area for approximately One Hundred-Fifty(150)vehicles for VIPs and sponsors; • Overall Start/Finish Festival Event Parking(Opening Weekend and Race Day) Requires parking within close proximity of the start/finish area for approximately One Hundred(100)vehicles for event and festival vendors; • Media Parking: Parking for Fifty(50)local and visiting working media within close proximity of the press workroom/press conference. Satellite news vans will be placed near the course at the finish line; • Staff Event Parking: Requires parking for approximately One Hundred(100)vehicles adjacent to the Overall Start/Finish line location; • Crew Parking: Parking must be secured for the construction crew vehicles (approximately Twenty(20)24' box trucks)at the Overall Start/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. START Host venue should provide suggested directions to each parking area and assist with providing parking staff day of the Stage Start. • The Host City is responsible for securing and covering all costs associated with the following parking: • Team Parking and Staging Area: Requires parking for approximately One Hundred- Fifty(150)vehicles in close proximity to the START LINE; • VIP Parking: Requires parking located adjacent to the start/finish area for approximately One Hundred-Fifty(150)vehicles for VIPs and sponsors; • Start Village Event Parking: Requires parking within close proximity of the start area for approximately One Hundred(100)vehicles for event and festival vendors (local and national); • Media Parking: Parking for Fifty(50) local and visiting working media within close proximity of the press work space. Satellite news vans will be placed near the course at the start area; • Staff Event Parking: Requires parking for approximately One Hundred(100)vehicles adjacent to the Start line location; 47 • Crew Parking: Parking must be secured for the construction crew vehicles at the Start location with HOST ORGANIZER-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. CEREMONIES & AWARDS Stage 1 Start Ceremonies The HOST ORGANIZER has the opportunity to allocate Six(6)dignitaries/local sponsors (includes one speaker)for recognition during the pre-ceremony and identify a Color Guard and National Anthem performer from the community as part of the official start ceremonies as well as an Official Starter; Additional details,timelines and forms regarding the OVERALL START ceremonies will be provided during the planning process. Stage 1 Finish Ceremonies The HOST ORGANIZER has the opportunity to allocate One(1)welcome speaker(i.e. Mayor or other local city official) for the pre-ceremony and Three(3) awards presenters for the official awards ceremony(1 st, 2nd and 3rd); The HOST ORGANIZER will provide Eight(8) floral bouquets to be used in the awards ceremony; In addition, the HOST ORGANIZER/host city can provide a unique gift to the stage winner; Additional details, timelines and forms regarding the start and awards ceremonies will be provided during the planning process; Please note that a time trial/prologue city hosts both a start and finish awards ceremony. Stage 2 Start Ceremonies The HOST ORGANIZER has the opportunity to allocate Six (6) dignitaries/local sponsors (includes one speaker) for recognition during the pre-ceremony and identify a Color Guard and National Anthem performer from the community as part of the official start ceremonies as well as an Official Starter; Additional details,timelines and forms regarding the START ceremonies will be provided during the planning process. Opening Gala and Team Introductions The Overall Start City has the unique opportunity to host the Gala(aka Teams Presentation/Reception); the official start of the week's festivities and the formal introduction of the riders to the public. It is also an opportunity to welcome the world to your community. The revenue and expense associated with the Opening Gala accrues to the Host City. All elements of the Gala including but not limited to venue,promotion, decor and run-of-show shall be approved by the Tour. Host city shall provide the following: 48 Stage: Needs to accommodate up to Twelve(12)individuals on stage at a time. Not necessarily as wide as our Marshal Austin Awards Stage(16x24),but we do need the length. Stairs on both sides of the stage: o For the athletes to go up/come down; o Feeding from the "green room" (or back of house staging area) to another area for gift bag handoff and photo. Distance from green room to stage as minimal as possible: o Teams are used to driving their own vehicles to and from area; o Shuttles should be provided for teams from their hotel to the athlete green room, if team parking is not available/not preferred. Step and repeat banner or signage to place as a backdrop on the stage, as well as for the athlete photos: o Photo step and repeat may be supplied by the Pro Challenge. Screens: On Stage and in room based on layout o Typically Two(2) large screens; actual number of screens depends on size of room; o Smaller screens may be used to supplement if necessary; guest experience is the key. The "UPC Sizzle Video"would normally open the program: o Can discuss what feed is shown as people are seated. Mics: Three(3)wireless mics Podium: One(1)podium Tech: A/V tech on site to manage sound/lightinglqueue video/slides etc: o To be available to assist with set up, dry run and execution that night. Run of Show:Program typically runs 6:50pm—8:30pm including speakers, video and team presentation: o Pro Challenge will drive all of the run of show and team logistics; o Pro Challenge will work with HOST ORGANIZER to incorporate local speakers. Event Design:Design of event maybe cocktail reception, dinner, or. . . o To be mutually agreed upon with the Pro Challenge; o Venue description: o Structure? Tented? Open air?; o If open air weather back up plan. o VIP and General Experience description: o Timing; o If VIP event is pre-presentation, accommodation during presentation. o Map created to identify the following: 49 • Ingress/egress; • Stage(size)bars • Catering area; • Video screens/sizes; • Green Room; • Tm photo/Rider VIP Bag distribution location; • Parking; • Other?. • Table assignments—if any: o Split between HOST ORGANIZER and UPC. • Check-in- One merged list created (guests identified by Name and/or Company with HOST ORGANIZER or UPC identification tagged): o Check-in staffed by HOST ORGANIZER and UPC to allow for quick guest service no matter the relationship. Program: Physical program to be distributed to guests: • In agreement the UPC will produce; • Program to include: • Team information; • Run of Show and Speakers; • Any HOST ORGANIZER sponsors that need to be acknowledged and how(logo v listed name); • Menu—if appropriate and vendors to be acknowledged if appropriate (HOST ORGANIZER and UPC). Volunteers: HOST ORGANIZER to assist UPC with staff/volunteers to assist escorting teams upon arrival: o Escorts from shuttle drop/parking,to green room and back to shuttle drop/parking, after each team is presented. Team Meal: Team Dinner time may be extended/adjusted based on final Team Presentation timing: o UPC Operations team will work with caterer on logistics; o Typically,team meal window extended by 30 minutes on the front and back end. VIP HOSPITALITY OVERALL START/ FINISH AREA STAGE I VIP HOSPITALITY The USA Pro Challenge is financially responsible for providing catering for the Stage 1 Founders Box. The Host City is required to support the Tour with the Hospitality/VIP area by providing the following: • Allocation of a suitable area for the Hospitality tent that can accommodate Six Hundred (600)to One Thousand(1000) guests and provides the best overall view of the start/finish line(may or may not have the need to be broken out into separate areas); 50 • Access to a potable water connection within 1508 of the Hospitality tent; • Electricity(the Tour also travels with generators); • Waste management coordination including receptacles, liners, liner replacement, dumpsters and grey water collection in coordination with the selected caterer; • Volunteers to assist Tour staff for set-up, guest relations during event, and breakdown (detailed in the Volunteer Section of manual); • 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 service and in coordination with the selected caterer. * USA Pro Challenge reserves the right to determine final placement of the start/finish line. START The Host City is required to support the Tour with the Hospitality/VIP area by assisting with the following: STAGE 2 VIP 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 provides the best overall view of the start; • All Food and Beverage outside of any VIK the Tour can provide(A detailed RFP Template is provided; any changes must be reviewed/approved by the Tour) outside of any VIK the Tour can provide; • Ice on site for catering, Start Village and any other-race day needs; • Food&beverage for estimated Three Hundred(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 One(1)hot breakfast item(*final menu subject to Tour approval); • Start Host City caterer should be contracted Ninety(90) days prior to the race. Host city should provide details of catering plan to Tour staff within Sixty(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; • Access to potable water within 150ft of Hospitality tent; • Electricity; • Waste management coordination prior to and during hospitality tent hours; 51 • Professional contracted wait/service staff to serve the breakfast(not volunteers,though a limited number of volunteers will be available to assist); • Volunteers to assist Tour staff for set-up,breakdown and during event(detailed in the Volunteer Section of manual); • Upon hospitality closure, the Start Host City is responsible for the cleanup and removal of all trash,recyclables, grey water and leftover food and beverage within the hospitality tent through a contracted trash removal service; • 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 for all buffets and guest tables (Tour provides guidance on quantity, size and color); • The Tour will provide certain decor elements, tenting,tables and chairs. *VIP Hospitality Decor— The Tour continues to offer host cities the opportunity to provide locally flavored decor for the Start Lounge VIP Hospitality area. For 2014 a limited amount of space will also be offered in the Founders Box(Circuit/FinishMme Trial cities) however it is not required. The Tour provides certain decor elements throughout the race as well. Start Cities will want to communicate with their caterers to coordinate their presentations. For the Founders Box, the Tour will advise the HOST ORGANIZER as to the caterer's buffet elements and sponsor commitments so the HOST ORGANIZER can choose to have additional decor or not —it is not required. The Stage 2 Start Lounge will offer greater opportunity,than the Stage 1 Founders Box for a local presentation. * USA Pro Challenge reserves the right to determine final placement of the start line VOLENTEERS The host HOST ORGANIZER will be responsible for securing and organizing local volunteers for the Tour.Volunteers will assist the Tour and the HOST ORGANIZER 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 Three Hundred(300)to Four Hundred (400)per Host City. If HOST ORGANIZER decides that volunteer check-in, for start or finish, is at a location other than the start or finish line location,then HOST ORGANIZER is responsible for its own infrastructure(tents,tables, chairs, generators).The Tour will not provide these items to satellite locations. 52 AMBASSADOR PROGRAM The host HOST ORGANIZER 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, ancillary events, location of media room,hours of operation, etc...). MARKETING Host's local marketing director and committee,working in conjunction with the USA Pro Challenge marketing team, is responsible for providing promotional support through pre-race events,media and advertising. Host marketing chair and committee will be expected to meet deadlines outlined in the planning manual provided by the tour. 53 EXHIBIT B: SPONSORSHIP HOST PARTNERSHIP OPPORTUNITIES The Host has the opportunity to offset costs of participating with the USA Pro Challenge and to highlight local and regional businesses/supporters through various partnership participation at the stage level. LOCAL PARTNERSHIP PACKAGE FORMULATION Partnership efforts differ in each community depending on the amount of funds to be raised, as well as the surrounding business environment. • ALL POTENTIAL PARTNERS/CATEGORIES MUST BE SUBMITTED TO AND PRE-APPROVED BY THE TOUR IN WRITING PRIOR TO SOLICITATION; • THE FOLLOWING INFORMATION MUST BE PROVIDED TO THE TOUR IN ADVANCE OF ANY CONTRACTUAL AGREEMENTS WITH LOCAL PARTNERS: • List of Prospective Partners; • List of Proposed Benefits; • Copy of Final Partnership Packages. SPONSOR SOLICITATION APPROACH There are different approaches that work very well for local solicitation of dollars. • One approach to obtaining partners begins with setting a financial goal. This goal is derived from the hard dollar costs you have attached to city services/police costs, public works, as well as any other self-determined promotional dollars your committee feels are necessary to market the event to the local public; • Once a dollar amount is determined, a list of potential partners can be formed with regard to the marketing interests of the company,based on their type of business; • Next, form basic partnership packages using the benefits inventory list provided by the Tour, with dollar amounts fixed, for a presentation to the company. The Tour will provide materials (demographics, USA Pro Challenge Fact Sheets, etc.)to the Host for solicitation needs; • The Tour's Sales Team approaches partnership on a national level. Partners on the national level may become involved locally,but it is not guaranteed. We encourage approaching local distributors of Tour national partners for possible partnership or product for other events held in conjunction with the Tour in your community; If the Tour organization has a contractual obligation,which offers exclusivity,the Tour organizers are obligated to protect the product or service category they represent. It is the obligation of the Host to inform the Tour of all possible conflicts of interest that may occur in the sponsorship area. All prospective local lead lists MUST be submitted in writing to the Tour and approved,prior to solicitation. 54 It remains the sole right of the Tour, at any time,to deny local partnership of any company unless the local partnership has been pre-approved in writing by the tour. PROTECTED CATEGORIES (EXCLUSIVITY) The following categories are currently held as exclusive by the Tour and are therefore closed for the purposes of partner solicitation. These categories are subject to change over the course of the planning process and could open up for local revenue opportunities. The Tour will inform all Host cities regarding any additions/deletions made based on National Partnership in a timely manner. The Tour will set internal deadlines to release categories over the next several months, if they are not sold at the exclusive level. • Alcoholic Beverages; • Health Insurance; • Non-Alcoholic Beverages; • Higher Education(Traditional • Auto; and Online); • Bank; • Hospital; • Consumer Electronics Devices • Lasik Surgery; (i.e. Cameras,Hand-helds, etc.); • Telecomm; • Energy Bar; • Waste Management. RESTRICTED CATEGORIES The following categories are open to Host partner solicitation with explicit written approval from the Tour. • Apparel; • IT/High Tech; • Credit Card/Financial Services; • Quick Service Restaurant and Fast • Cable/Satellite TV; Casual; • Candy; (NOTE.Burger category is off • Consumer Electronics Retailers; limits/exclusive to Smashburger) • CPG (Yogurt, Snack Foods); • Racks; • Cycling Apparel/Technical Wear; • Rental Car; • Energy/Utilities; • Sporting Goods Retailer(i.e. Sports • Fitness(i.e. 24 hour); Authority,Dick's, etc.) • Gas/Convenience; • Grocer; PLEASE NOTE: This is a working • Home Furnishings Retailer(i.e. American Furniture Warehouse); document and may be periodically • updated/edited by the USA Pro Challenge. Home Security; • Insurance(exclusive of Health); The following categories will NOT be allowed for inclusion in the 2014 USA Pro Challenge: • Firearms; • Pornography; • Marijuana and Tobacco. 55 Please continue to send ALL PROSPECTIVE PARTNER LISTS to Rick Cord and Kelly Leighton for approval BEFORE solicitation. The following must be provided to the Tour in advance of any contractual agreements with local sponsors: • List of Prospective Partners; • List of Proposed Benefits; • Copy of Final Partnership Packages. POTENTIAL HOST PARTNERSHIP CATEGORIES Below are categories that are subject to change over the course of the planning process. They are viable targets to help accomplish your local partnership initiatives. The Tour will inform all host cities regarding any additions/deletions made based on National Partnerships • Arcade; • Golf Course; • Auto Parts; • Handbag Store; • Barber Shop; • Hotel/Lodging Partner; • Blind Store; • Ice-Cream/Yogurt Store; • Book Store; • Jewelry Store; • Bridal/Tuxedo; • Kitchen Appliance; • Candle Store; • Lawyer Office; • Car Wash; • Lighting Store; • Card/Gift Shops; • Local Cable Company; • Carpet; • Local Printers/Print Chain such as • Cleaning Service(i.e. Molly Kinkos; Maid); • Massage; • Day Care Center; • Mattress Store; • Doctor Office; • Media Outlet(local Television, • Dry Cleaners; Radio,Newspaper); • Pharmacy; • Movie Theater; • Eye-Care Center(Not Lasik • Music Store; focused); • Nail Salon; • Fire Department; • Nursery; • Flower Shop; • Office Supply; • Frame Store; • Orthodontist Office. • Furniture Store; HOST BENEFIT INVENTORY The USA Pro Challenge provides a unique opportunity to garner global exposure, create economic impact, and provide priceless experiences for local residents, sponsors,visitors and spectators. Each Tour Host City will receive a package of assets to assist with local fundraising efforts, provide hospitality opportunities for key guests, and to promote/market their community and local businesses.The Tour provides assets for partnership packages, including: 56 • Pre-Race Publicity; • On-Site Festival Exposure—Festival signage,public address announcements; • VII'Hospitality and Experiences; • Festival/Start Village Booth Space; • Marketing Collateral—posters, flyers,other; • Website—partner logos, links; • Ceremonies and Awards; • Media—Local Print,TV, Radio exposure; • Merchandise Opportunities; • Big Screen Commercials; • Special Events (per approval). DESCRIPTION OF ASSETS Host City Shall Receive the Following Assets: Overall Start-August 18,2014 • Ten(10) Festival Banners featuring Host City Partners o Must use Tour provided Template • Eight(8) 15 second on-site live PA announcements read at Finish • Eight(8) 30 second rotating commercial spots with audio broadcast on the giant LED screens at Finish • Festival Booth Space • Seven(7) 10' x 10'booth spaces for Local Partners • One(1) 10' x 10'booth space for Host City/Race Information/Ambassadors Booth • One(1) 10' x 10' booth space for Host City Non-Profit • Ten(10) Local Host City partners featured on"Thank You"Board in Festival • Forty(40) Passes to Founders' Box at Respective Stage for Partner Packages • Ten(10)Passes to Founders' Box at Respective Stage for Local Dignitaries • Three(3)Awards Presenters—3`d, 2nd, I A place of designated stage • Four(4) Caravan Rides for Respective Stage from Start to Finish Stage 2 Start-August 19,2014 • Ten(10)Festival Banners featuring Host City Partners o Must use Tour provided Template • Eight(8) 15 second on-site live PA announcements read at Finish • Festival Booth Space(Unlimited Space) 57 o One(1) 10' x10' booth space for Host City/Race Information/Ambassadors Booth • Thirty(30)Passes to Founders' Box at Respective Stage for Partner Packages • Ten(10)Passes to Founders' Box at Respective Stage for Local Dignitaries • One(1)National Anthem Performer • Four(4) Caravan Rides for Respective Stage from Start to Finish Post Party-August 24,2014 • Eight(8)Post Party Passes HOST ORGANIZER CREDENTIALS Credentials are provided to Host members so that they are easily identified on race day. They allow the Host member to move about the site freely in order to execute their responsibilities. • Twenty(20)HOST ORGANIZER credentials with ALL ACCESS will be provided; • Up to Eight(8) credentials with limited access(non-hospitality)may be provided at the discretion of the USA Pro Challenge; • Anyone entering the VIP Hospitality areas, including children aged 2 and up,will need either a credential with All Access or Hospitality Access or a VIP pass for that particular start of finish; • Upon entry to the Hospitality areas each day, all guests/staff will have their passes punched and be provided a wristband. Both items will be necessary for re-entry; • Official UPC Credentials(with appropriate access icons)or Passes only, allow access to the VIP Hospitality area; • HOST ORGANIZER Credentials with All Access allow access to VIP Hospitality for the named person wearing the credential; • In most instances HOST ORGANIZER Committee members will be very busy on race day however, entertaining your guests and supporters is very important; • Credentials DO NOT have escort privileges; • A list of names for credentialing(with appropriate access/designation)must be submitted no later than July 12; • Credentials will be mailed to the HOST ORGANIZER in early August. Additional VIP Hospitality Pass/HOST ORGANIZER Credential information • Please refrain from creating"passes" or name tags that hang on lanyards,to identify city officials, dignitaries, etc.; they create confusion for the guests; • In most instances the people wearing theses passes or name tags assume that they have access to the VIP Hospitality area—and they do not,unless of course they also have a credential or VIP Pass; 58 • The guest experience is key and drives this request; other types of identifiers— magnetic nametag for instance—are suggested; • If there truly is a need for creating something,please get the approval of the Director of Hospitality in advance so that it can be incorporated into the communications to security and those working the entrances to the VIP Hospitality areas. 59 EXHIBIT C: USA PRO CHALLENGE MARKS Reference to Host City Planning Manual a 60 EXHIBIT D: HOST CITY MARKS (Insert City Logo Here) 61