HomeMy WebLinkAbout01/17/2006, C4 - AMGEN TOUR OF CALIFORNIA PARTICIPATION AGREEMENT council ?4..d.,DW
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CITY O F SAN LUIS O B I S P O
FROM: Linda Fitzgerald,Acting Parks & Recreation Director
SUBJECT: AMGEN TOUR OF CALIFORNIA PARTICIPATION AGREEMENT
CAO RECOMMENDATION
Approve agreement with AEG Cycling in substantially the same form as the attached draft version,
with the understanding that any outstanding issues are resolved to the satisfaction of the City
Attorney for the City of San Luis Obispo's participation in the Amgen Tour of California cycling
event and authorize the Mayor to execute the final agreement.
DISCUSSION
In May 2005, the City and Chamber of Commerce were approached by representatives from
Anschutz Entertainment Group (AEG) and Medalist Sports to secure the City's participation in a
world-class cycling event. The inaugural Amgen Tour of California,taking place over eight days in
February 2006, covers over 700 miles from San Francisco to Redondo Beach in a format similar to
the Tour de France. Council granted conceptual approval for participation in the event in June
2005.
During the past few months, representatives from the Parks & Recreation Department and the
Chamber of Commerce, as well as interested community members have formed a local organizing
committee, to host the Stage 4 Finish on Thursday, February 23 and the Stage 5 Start on Friday,
February 24. The cycling community has been enthusiastically supportive of the efforts by the City
to bring the"Tour"to San Luis Obispo.
A letter of participation was signed by the Mayor on October 11 with the understanding that an
agreement would be forthcoming to formalize the arrangement between the City and AEG Cycling.
The agreement, received in late November, included several items that the City Attorney's office
needed additional clarification on. Because of the time constraints involved with placing this item
on the Council's agenda and having the agreement signed before the event occurs, a draft agreement
is being presented at this time. The outstanding issues under negotiation between the City
Attorney's office and AEG Cycling's legal representatives at the time this report was prepared are
set forth in Attachment 2.
CONCURRENCES
The Fire, Police, and Public Works Departments along with the Risk Manager concur with the CAO
recommendation. The City Attorney's office is continuing to negotiate with AEG Cycling on
language to be included in a final agreement.
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Amgen Tour of California Participation Agreement
Page 2
FISCAL IMPACT
When the City conceptually agreed to participate in the Amgen Tour of California, it was
determined that service costs for Police, Fire, Public Works and Parks & Recreation during the two
days would be absorbed through each department's operating budget in light of enhanced economic
development and tourism anticipated from hosting the event. Estimated City staff costs related to
the event could be between $10,000 and $12,000, some of this in overtime costs. These funds are
available in existing budgets. The City is also waiving facility use fees estimated at $1,800 for use
of the Ludwick Center, City/County Library and Mission Plaza. There may be an estimated loss of
$2,400 in parking meter revenue during the times that the affected streets and parking lots will be
unavailable for vehicle parking, although staff is exploring options to mitigate these effects.
There are additional costs identified in the agreement, such as securing portable toilets, providing
security, hospitality items, and other necessary infrastructure needs. The local organizing
committee has been working on raising approximately$20,000 to cover those costs through in-kind
services and donations. To date, $15,000 from three major local sponsors - Prudential California
Realty, Cannon Associates and the Tribune- has been pledged with more funds expected to come in
over the next few weeks. Other than the initial costs identified for City services, the remainder of
the items in the agreement will be covered by sponsorship money.
ALTERNATIVE
If the agreement with AEG Cycling is not accepted, the action would exclude the City from being a
host location on the Tour of California. The strong community support for the event would be lost
as well as loss of tourism and additional revenues the City would garner by hosting the event. The
City could be responsible for reimbursing AEG Cycling for any costs associated with the change of
the Host city.
Attachments:
1) Amgen Tour of California City Participation Agreement
2) Outstanding Agreement Terms to be Resolved
3) Letter of support to Medalist Sports June 16,2005
4) Letter of participation—October 11,2005
Electronic File Path:
G:Admin/Council Agenda Reporw7ot r of California/CAR-TOC Agreement 010506 revised 400
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ATTACHMENT. I
AMGEN TOUR OF CALIFORNIA CITY PARTICIPATION
AGREEMENT
(Stage : fNAME OF CITYI)
This Amgen Tour of California City Participation Agreement (hereinafter
referred to as the "Agreement")is entered into as of this_day of 2005,
by and between AEG Cycling, LLC, a California limited liability company ("AEG
Cycling"), and , a municipal corporation organized under the laws of
the State of California("City"). (AEG Cycling and City are sometimes hereinafter
collectively referred to as the "Parties" and individually as a"Party".)
RECITALS:
WHEREAS, AEG Cycling owns the Amgen Tour of California, a multi-stage
cycling race across the State of California (the "Tour");
WHEREAS, in connection with its ownership of the Tour, AEG Cycling has
rights to certain marks, logos, and other distinctive indicia of the Tour;
WHEREAS, AEG Cycling-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 offered) in connection therewith;
WHEREAS, City 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, AEG Cycling wishes to grant such rights to the City 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 Venue. AEG Cycling licenses
to City (collectively, "Host") the right to host the (the "Host Stage") for the
Tour to be held in February 2006. The 2006 Tour is scheduled to be held from February
19 through 26, 2006 and the Host Stage is scheduled to be held on February_, 2006.
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ATTACHMENT 1
Host accepts such license and agrees to exercise such license to host the Host Stage and
to undertake and perform the Host Obligations, as defined hereinafter and as set forth
more specifically in Section 4 of this Agreement. The Host Stage shall be held at a
location in City which shall be subject to the prior review and approval of AEG Cycling
and Medalist Sports (the "Host Stage Venue").
2. Term. The term of this Agreement shall begin as of the date first set forth above
(the "Effective Date") and, unless earlier terminated in accordance with the terms set
forth herein, shall continue through and including March 31, 2006 (the "Term").
3. CITY. City shall be subject to the following requirements:
a. General. At all times during the Term of this Agreement, City 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. City will be led by one or more chairperson(s) who will be
primarily responsible for performance of City's obligations under this Agreement. Such
chairperson(s) shall ensure that the City'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 City (Cities have option to have one individual handle more
than one responsibility):
(1) Sponsorship/Sales Director;
(2) Operations Director
(3) Finance Director;
(4) Media& Public Relations Director;
(5) Medical/EMT Coordinator;
(6) Technical Director;
(7) Volunteer Director;
(8) VIP/Hospitality Director;
(9) School/Community Outreach/Ancillary Events Director; and
(10) Liaison with Lifestyle Festival (if applicable)
4. Host Obligations. In consideration of the license granted by AEG Cycling 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 2006 Planning Manual for the Tour to be furnished by
AEG Cycling.
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ATTACHMENT I
b. Publicity and Promotion. Host shall use its best efforts to publicize and
promote the Tour and the Host Stage through all local media.
c. Host Obligation Specifications. Provide the following for the Host Stage
in City, at the sole expense of Host, all in accordance with the operational and technical
specifications set forth in Exhibit "A" (collectively, the "Host Venue Requirements"):
(1) Auxiliary Space and Equipment for Tour Requirements: Those
types of areas, premises and equipment for the time period designated on Exhibit "A";
(2) Police Services: Local police services to work in coordination
with the California State Patrol and California Department of Transportation, as well as
Tour representatives and City 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 ensure
road closure and course safety;
(4) Permits: All local permits 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;
(5) EMS/EMT Services: Emergency medical services and emergency
medical technicians to serve the general public at and on the day of the Host Stage in
City;
(6) Portable and/or Public Restrooms: Portable (e.g., port-o johns) or
public restroom facilities on the day of the Host Stage in a number and location to be
determined by Tour representatives;
(7) Waste Management/Trash Removal: Waste management and
trash removal services following conclusion of the Host Stage in City; and
(8) Volunteers: Recruitment of that number of volunteers
designated on Exhibit"A"to this letter 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 professional and highly competent manner, to the
best and full limit of their abilities at all times and in accordance with the highest quality
standards, applicable law and the rules and regulations established by Host, Medalist and
AEG Cycling. 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.
d. Tour Course Layout and Host Stage Venue. Host will assist Medalist and
AEG Cycling in obtaining a design and layout of that portion of the City and county (if
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ATTACHMENT I
applicable) 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 AEG Cycling and Medalist
to create a zone which consists of the Host Stage Venue and a radius around the Host
Stage Venue (the "Ambush-Free Zone") that shall be free from temporary merchandise
vending,temporary advertising, and temporary signs and inflatable items. Nothing
herein shall obligate Host to take any actions as it relates to permanent retail
establishments in the Ambush-Free Zone. The parameters of the Ambush-Free Zone
should be within a 1-block-radius of the Start/Finish area.
f. Ambush Marketing. Host agrees to use its commercially reasonable
efforts to: (1) minimize the "ambush marketing" of Tour sponsors and local sponsors in
and around City and the Host Stage Venue during the Tour; (2) prevent Commercial
Exploitation Rights (as hereinafter defined) identified with City from being granted by
any governmental agency to any entity that is not a Tour sponsor during the period
commencing two (2) weeks prior to, through Tuesday following the conclusion of the
Tour; and (3) prevent other City-controlled and conflicting major sporting, civic or
cultural events from being scheduled in City during the week prior to, through the week
following, the Tour, unless such major sporting, civic or cultural events are approved in
writing by AEG Cycling and under such conditions as Medalist and AEG Cycling may
specify.
g. Merchandise Counterfeiting and Trademark Enforcement. Host shall
cooperate with AEG Cycling 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 February 1 prior to the Tour and
continuing through thirty (30) days following the Tour. Host will cooperate with AEG
Cycling by permitting AEG Cycling the right to pursue (at its 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. Host, in conjunction with such appropriate governmental entities, will help
to identify and communicate information to AEG Cycling regarding unauthorized use of
the intellectual property of the Tour, including but not limited to sales or distribution of
unlicensed merchandise. The decision to pursue civil legal action or settle claims against
an unauthorized user of the intellectual property of AEG Cycling or against a seller or
distributor of unlicensed merchandise will be at the sole discretion of AEG Cycling.
h. Media and Marketing Plan Cooperation. Host will cooperate with the
media and marketing plan of AEG Cycling and its contractors, Medalist and GolinHarris,
including accommodating television broadcasters, sponsors, and other persons and
entities to whom and to which AEG Cycling has granted and will grant rights.
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ATTACHMENT 1
i. Tour Sponsor Recognition.tion. Host agrees that Tour sponsors shall have the
right to have recognition and visibility at the Host Stage Venue and that AEG Cycling
shall determine placement of signage, recognition and visibility.
j. Ancillary Events. Before staging any ancillary events in connection with
the rights licensed by AEG Cycling as set forth in this Agreement, Host shall obtain the
prior written approval of AEG Cycling and Medalist for the type, location and anticipated
size of the event as well as sponsors.
k. Sale of Merchandise. Host agrees that no merchandise other than that
designated by AEG Cycling will be sold on-site at the Host Stage Venue during the Tour
without the prior written consent of AEG Cycling.
1. Reference to Name of Tour. Host shall refer to the Tour by the exact
name supplied by AEG Cycling 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 AEG Cycling from time-
to-time. Notwithstanding anything to the contrary herein, if AEG Cycling changes the
name or logo of the Tour after Host has created Tour related identification, Host shall not
be required to recreate the Tour related identification.
in. Proposed Host Contracts. Host shall submit to AEG Cycling for prior
review and approval, such approval not to be unreasonably withheld, denied or
conditioned, all material contracts that Host proposes to enter into with respect to: (1) the
obligations undertaken by Host in connection with the Tour; and (2)Host's organization
of any ancillary events. All such proposed Host contracts shall be subject to the terms of
Section 8 of this Agreement.
n. Anti-Gouging Provisions. Host shall exercise best efforts to make sure
that hospitality services (including lodging and restaurants) are provided at reasonable
prices for visitors and tenants.
o. Cycling Requirements. Host will undertake to respect the minimum
requirements [BOB TO CONVEY THESE MINIMUM REQUIREMENTS TO
CITIES] for the sport of cycling as defined by the various governing organizations over
the sport of cycling.
p. 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 AEG
Cycling from time to time. Host recognizes that, while the contents of the Planning
Manual issued by Medalist represents the current position of Medalist and AEG Cycling
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
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ATTACHMENT �
AEG Cycling reserves the right to propose amendments to this Agreement to address
such changes. Should amendments to the Agreement or Guidelines result in adverse
effects on the financial or other obligations of Host, it will so inform AEG Cycling in
writing and AEG Cycling will then negotiate with Host in order to address such adverse
effects in a mutually satisfactory manner.
q. Progress ss Reports. Except to the extent any such dates occur after the
execution of this Agreement, on November 31, December 31 and January 28, during the
Term of this Agreement, Host will submit to Medalist and AEG Cycling written progress
reports describing the status of its plans relating to the Host Stage and the Host Stage
Venue 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.
r. 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 and the Host Stage Venue, AEG
Cycling, Anschutz Entertainment group, Inc. ("AEG"), Medalist, the State of California,
and the sponsors of the Tour, and will not at any time disparage the good name,
reputation, or image of the Tour, the Host Stage and the Host Stage Venue, AEG
Cycling, AEG, Medalist, the State of California, 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.
s. Credentials. AEG Cycling and its contractors shall be responsible for
producing credentials of all types for the Tour, including the Host Stage and Host Stage
Venue and further including credentials for members of the media and operational
personnel, which credentials shall be produced at the sole expense of AEG Cycling;
AEG Cycling 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 the Host Stage Venue..
t. Intentionally Omitted.
u. 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, as well as those that may be reasonably requested by AEG Cycling
after consultation with Host.
5. Host Benefits. In consideration of the agreement by Host to undertake and
perform the Host Obligations, AEG Cycling agrees to provide the following recognition
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ATTACNrdENT i
and benefits to and for the benefit of Host (collectively referred to as the "Host
Benefits"):
a. Recoanition. 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 a designated number of credentials for and grant
access to VIP hospitality area that AEG Cycling 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
City for the promotion of the State of California and Host, subject to the prior review and
approval of AEG Cycling.
6. Financial.
a. Tour Revenues. Host acknowledges and agrees that AEG Cycling shall be
entitled to retain all revenues attributable to the Tour, the Host Stage and the Host Stage
Venue, except as may be specifically set forth in Sections 6c and 7 of this Agreement.
b. Expenses. Host agrees that it shall be responsible for the entire cost and
expense of undertaking and performing those Host Obligations listed in Section 4(c) of .
this document and in otherwise discharging its obligations under this Agreement.
c. Local Revenues.
(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) Food and Beverage Concessions. Subject to certain VIP
hospitality to be offered exclusively by AEG Cycling, Host may offer food and beverage
concessions at the Host Stage Venue for purchase. Host may retain all revenues derived
from food and beverage concessions and shall be responsible for all expenses attendant to
such concessions.
(3) Ancillary Events. Host may create, organize and present events
ancillary to the Host Stage, provided AEG Cycling and Medalist has approved such
events in advance in writing, and Host may retain all revenues generated thereby. Host
shall be responsible for all expenses of creating, organizing and presenting such ancillary
events.
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ATTACHMENT 9
7. Local Sponsorships. Host acknowledges and agrees that AEG Cycling 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, AEG Cycling
grants to Host a license to solicit and secure local sponsors to support the activities of
Host in connection with the Host Stage, in accordance with the following terms and
conditions:
a. Designation. Each local sponsor may be given the designation "Local
Stage Sponsor", to the exclusion of any other sponsorship designation. A Local Stage
Sponsor may neither be referred to nor describe its involvement with the Host Stage by
any other designation, including but not limited to a sponsor of the Tour or a local
sponsor of the Tour.
b. Sponsorship Levels. Host may create one or more sponsorship levels for
Local Stage Sponsors, including a local presenting sponsor.
. c. Local Sponsorship Benefits. Host shall be able to provide Local Stage
Sponsors with those local sponsorship benefits set forth in Exhibit"B" ("Local
Sponsorship Formulation") attached hereto.
d. Local Sponsorship Guidelines. Sale of Local Stage Sponsor rights shall be
subject to the following guidelines in Exhibit `B"-(the "Local Sponsorship Formulation
Package"):
(1) Reserved Tour Sponsor Categories. Host acknowledges that AEG
Cycling has retained the exclusive right to sell sponsorship rights in specific sponsorship
categories to Tour Sponsors ("the Tour Sponsor Categories"). A listing of the Tour
Sponsor Categories is set forth on Exhibit "C". Host acknowledges that it may not sell
local sponsorship rights to become a Local Stage Sponsor to any company which
manufactures, markets or distributes products or services in any of the Tour Sponsor
Categories, such right being reserved to AEG Cycling for Tour Sponsors.
(2) AEG Cycling Approval. AEG Cycling shall have the right of prior
review and prior written approval over the identity of all proposed Local Stage Sponsors
as well as recognition and benefits to be provided by Host to such Local Stage Sponsors.
Host acknowledges that such review and approval is necessary to avoid conflicts between
Tour Sponsors and Local Stage Sponsors.
(3) Sponsorship Priority. The title sponsor of the Tour as well as all
other sponsors of the Tour designated by AEG Cycling shall have priority over and rights
superior to that of any local sponsor.
(4) Submission of Materials to AEG Cycling. Host must submit all
prospective sponsor lists and packages, art work, copy and designs to AEG Cycling for
approval in advance.
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(5) 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.
(6) Recognition of Tour Sponsors. Host shall facilitate that
recognition of Tour Sponsors as designated by AEG Cycling and Benefits List.
(7) 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.
8. Required Clauses. Notwithstanding the obligations of Host pursuant to Section
41n of this Agreement, Host agrees that, in each and every transaction that either City or
LOC enters into with regard to the Tour, the Host Stage, the ancillary events, or rights
related to either 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 AEG Cycling, all parties contracting with or providing goods or services to
Host in connection with the Host Stage or the Tour and/or any ancillary events related
thereto must agree that neither they nor their affiliates, agents, representatives,
employees, suppliers or subcontractors shall commercially exploit in any 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. All 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, to the
extent permitted by AEG Cycling, 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 AEG Cycling, AEG,
Medalist, GolinHarris, the State of California, Union Cycliste Internationale ("UCP'),
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ATTACHMENT �
Amgen, Inc., 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 "AEG Cycling 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, offense 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. Exculvation Clause. 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 look solely to the assets of Host for any recourse, and not those of
AEG Cycling or the AEG Cycling Parties (as defined in Section 8c above).
f. Insurance. 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 maintain, at no cost to AEG Cycling or the AEG Cycling Parties, appropriate
insurance coverage for Claims arising out of the contracting party's operations,
personnel, products and services. All such insurance provided by each contracting party
shall be (1)primary to and non-contributory with any insurance maintained by Host,
AEG Cycling and the AEG Cycling Parties; (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; and
(3) shall provide that coverage may not be materially changed, reduced or cancelled
unless thirty (30) days prior written notice thereof is furnished to Host and AEG Cycling.
All liability policies shall be endorsed to name Host, AEG Cycling, Medalist, Amgen,
Inc., and the AEG Cycling Parties as Additional Insureds, and shall include a waiver of
subrogation in favor of the Additional Insureds. Each contracting party shall be solely
responsible for the costs of all deductibles under such policies and shall remain solely and
fully liable for the full amount of any Claims not covered by insurance. Each contracting
party shall provide Host and AEG Cycling 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 as set forth above.
9. Licenses to Use Marks.
a. Tour Marks.
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ATTACIgAENT
(1) Acknowledgements Regarding Tour Marks. AEG Cycling 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 AEG Cycling 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 AEG Cycling.
(2) License to Use Tour Marks. AEG Cycling hereby grants to Host a
limited non-exclusive license to use the name, logos, trademarks, service marks, designs,
product and service identification, artwork and other symbols and distinctive indicia
associated with the Tour and identified in Exhibit"C" (the "Tour Marks") during the
Term of this Agreement, in accordance with the terms of this Agreement and the Tour
Marks Guidelines set forth in Section 9a(6) hereinbelow, solely at or in connecting with
the site of the Host Stage, including the Host Stage Venue. (Such Exhibit "C" to be
provided within reasonable timeframe upon execution of this Agreement). The foregoing
license is subject to the right of AEG Cycling 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 AEG Cycling, which shall
include the name of any title and/or presenting sponsor. The Parties acknowledge and
agree that, upon the expiration or termination of the Term of the Agreement, Host shall
cease to use the Tour Marks.
(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.
(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 AEG Cycling. 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 AEG Cycling.
(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 AEG Cycling 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
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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
Amgen Tour of California Graphics Standards Manual, published by AEG Cycling from
time-to-time;
(b) Host shall not use the Tour Marks in any manner that is
misleading or that reflects unfavorably upon the reputation of the Tour, AEG Cycling,
AEG, Medalist, Amgen, Inc., the State of California 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;
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 AEG Cycling;
(e) Host acknowledges that its selection as a partner is not
based upon the results of any quality comparison between Host and any other
municipality within the State of California and agrees that it shall not represent otherwise
to any third party or use the expressions "selected", "approved", "warranted",
"preferred", or"consented to" by AEG Cycling or AEG, or the Tour or any similar
endorsement;
(f) Host shall not use the license granted under this Agreement
in any comparative advertising;and
(g) Host shall not, after the expiration or termination of this
Agreement, use any slogan or graphic device that was developed for use in conjunction
with the Tour Marks if such slogan or graphic device implies an ongoing association with
the Tour.
b. Host Marks.
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ATTACHMENT I
(1) License to Use Host Marks. Host hereby grants to AEG Cycling 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 9b(2) of this Agreement, specifically to provide
Host with the Host Benefits. The foregoing license is subject to the right of Host to
review and approve in advance all such uses of the Host Marks. AEG Cycling 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, AEG Cycling shall discontinue any use of the Host Marks and AEG Cycling
may continue to use the Tour Marks.
(2) Host Marks Guidelines. AEG Cycling shall utilize the Host Marks
pursuant to the license granted herein in accordance with those graphics standards
supplied by Host to AEG Cycling in writing from time-to-time.
10.Trademarks.
a. Tour Marks.
(1) The Tour Marks, specifically including but not limited to the
words "Amgen Tour of California", are and shall remain the property of AEG Cycling
and AEG Cycling 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 AEG Cycling 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) AEG Cycling represents and warrants that it has the right to use the
Tour Marks, specifically including but not limited to the words "Amgen Tour of
California", and to license the use of the Tour Marks to Host as set forth in Section 9a of
this Agreement.
(4) AEG Cycling (as well as Amgen) shall own all right, title and
interest in and to the Tour Marks. AEG Cycling shall have the right to take all steps
reasonable necessary to protect the Tour Marks through PTO registrations and such
foreign registrations as it deems desirable and through reasonable prosecution of
infringements. AEG Cycling shall be the record owner of all such registrations for the
Tour Marks. Host shall cooperate as reasonably necessary to assist AEG Cycling in
obtaining such trademark protection and in prosecuting any alleged infringements of the
Tour Marks.
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b. Host Marks.
(1) The Host Marks are and shall remain the property of Host and Host
shall take all steps reasonably necessary to protect such Host Marks through the PTO and
foreign registrations as it deems desirable and through reasonable prosecution of
infringements.
(2) Host represents and warrants that it has the right to use the Host
Marks and to license the use of the Host Marks to AEG Cycling for use in connection
with the Tour and to provide the Host Benefits.
(3) The rights granted to AEG Cycling 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.
11.Merchandising. The Parties acknowledge and agree that AEG Cycling shall be
the sole licensor of all Tour-related merchandise bearing the Tour Marks and/or
otherwise relating to the Tour in any way (the "Tour-Related Merchandise"). Host shall
have the right to purchase Tour-Related Merchandise from the licensee for such Tour"-
Related Merchandise at amount to be agreed upon by and among AEG Cycling, Host and
such licensee,but shall have no right or license to manufacture or distribute Tour-Related
Merchandise or any other merchandise bearing the Tour Marks.
12. Approvals.
a. Host agrees to submit to AEG Cycling 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 but not limited to submission of
representative samples of all 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 AEG
Cycling within ten (10) business days after AEG Cycling has received the material from
Host,Host shall provide written notification to AEG Cycling of such fact and AEG
Cycling agrees that any such proposed materials shall be deemed denied if Host's request
is not responded to within five (5) business days following receipt of such written notice.
Host shall not distribute any material without the prior written approval of AEG Cycling.
b. Host shall supply free of charge to AEG Cycling for administrative and
archival purposes 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 AEG Cycling at the address
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ATTR c I41 LI 9- to�
for notices under this Agreement to the attention of the individual designated to receive
notices for AEG Cycling.
13.Broadcast and.Media Rights; Other Commercial Exploitation of Tour. As
between Host and AEG Cycling, AEG Cycling 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("Commercial Exploitation Rights") and that Host will not purport to
grant or license any such rights to a third party without the prior express written approval
of AEG Cycling.
14. Ownership and Protection of Intellectual Property.
a. Ownership of Intellectual Property.
(1) Subject to the terms of Section 10 of this Agreement, each Party
shall own all right, title and interest in and to all intellectual property created by or on
behalf of such Party in connection with this Agreement, including without limitation, all
logos, names, ideas, concepts, creative materials, promotional materials, advertising,
graphics, including all copyrights and proprietary rights therein, and any inventions and
discoveries first conceived or developed, whether or not protected by patent, trade secret
or copyright, subject to the ownership rights of the other Party to such other Party's
trademarks to the extent that such are incorporated into such intellectual property (such
property being collectively referred to as the "Intellectual Property"). (That Intellectual
Property which has been created by or on behalf of Host is referred to as the "Host
Intellectual Property" and that Intellectual Property which has been created on behalf of
AEG Cycling is referred to as the "AEG Cycling 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
AEG Cycling throughout the Tour and by AEG Cycling in its regular business operations
and materials shall constitute AEG Cycling Intellectual Property and therefore be owned
by AEG Cycling. Host expressly acknowledges that the Parties have agreed that all
copyrightable aspects of the AEG Cycling 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 AEG Cycling is to be the "author" within the meaning of such Act. All
such copyrightable works, as well as all copies of such works in whatever medium fixed
or embodied, shall be owned exclusively by AEG Cycling 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 AEG Cycling Intellectual Property and all other work
created by AEG Cycling hereunder are not joint works under the Act.
(3) In the event (and to the extent) that any AEG Cycling Intellectual
Property or any part or element thereof is found as a matter of law not to be "work made
- 15 -
i
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for hire" within the meaning of the Act, Host hereby conveys and assigns to AEG
Cycling the sole and exclusive right, title and interest in the ownership to all such AEG
Cycling Intellectual Property, and all copies of it, without further consideration, and
agrees to assist AEG Cycling to register, and from time to time to enforce, all patents,
copyrights, and other rights and protections relating to the AEG Cycling Intellectual
Property in any and all countries. To that end, Host agrees to execute and deliver all
documents requested by AEG Cycling 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
AEG Cycling 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 AEG Cycling Intellectual Property to identify AEG Cycling as the
owner of the AEG Cycling Intellectual Property and Host as the owner of the Host
Marks.
b. Protection of Intellectual Property.
(1) Host acknowledges that it has no right, title or.interest in the Tour
Marks and that nothing in this Agreement shall be construed as an assignment to Host of
any right, title or interest in the Tour Marks, except the license to use of the Tour Marks
as provided in this Agreement.
(2) Host agrees that AEG Cycling 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 AEG Cycling to terminate such
unauthorized use. All proceeds from any enforcement action shall belong exclusively to
AEG Cycling.
(3) AEG Cycling and Host agree to assist each other in the offense of
any proceeding or claim with respect to the use of any Tour Marks by Host in accordance
with the terms of this Agreement. AEG Cycling 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 offense.
15.Reservation of Rishts. AEG Cycling reserves all rights not expressly licensed to
Host under this Agreement. Any and all rights of AEG Cycling, including those in and to
- 16 -
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AT
the Tour and the Tour Marks, not expressly granted to Host under this Agreement are
reserved to AEG Cycling and may be exercised, marketed, exploited or disposed of by
AEG Cycling concurrently with the Term of this Agreement in such form and manner as
AEG Cycling 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, AEG
Cycling or the Tour Marks.
16. Representations and Warranties.
a. By AEG Cycling. AEG Cycling 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) The Tour Marks do not infringe the trademarks or other proprietary
rights of any other person or entity;
(3) Any materials created under the control, direction or supervision of
AEG Cycling shall be original, shall be owned by AEG Cycling and shall not infringe
any third party copyright or trademark; and
(4) 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 AEG Cycling a license
to use the Host Marks;
(3) The Host Marks do not infringe the trademarks or other proprietary
rights of any other person or entity;
(4) Any materials created under the control, direction or supervision of
Host shall be original, shall be owned by Host and shall not infringe any third party
copyright or trademark;and
- 17 -
(5) It will exercise its best efforts to ensure that City officials,
employees and other representatives and Host officers, directors; employees, volunteers,
agents,representatives, and contracted parties promote and protect the goodwill of the
Tour and not engage in conduct which is detrimental to the Tour, its Sponsors, AEG
Cycling, Medalist and/or the AEG Cycling Parties. 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.
17.Indemnification.
a. B AEG G Cycling. AEG Cycling shall indemnify, defend and hold
harmless Host, its affiliates, and their respective 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, offense or settlement
of the foregoing (the"Claim"or"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 AEG Cycling under this Agreement; (2) any negligent act, negligent
omission or willful conduct by AEG Cycling; and (3) any Claim that the Tour Marks or
other AEG Cycling Intellectual Property infringe upon any patent, copyright, trademark,
trade secret or any other right of a third party.
b. By Host. Host shall indemnify, defend and hold harmless AEG Cycling,
AEG, Medalist, the State of California, UCI, Amgen, Inc., 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 "AEG Cycling Indemnified
Parties"), from and against any and all 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 California 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 AEG
Cycling of City; (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
- 18 -
cy a�
failure by Host to comply with all Laws relating to labor relations, fair employment
practices, safety and similar rules and regulations, including without limitation, the
requirement of the Occupational Safety and Health Act (OSHA)of 1970 and with 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, constructed, maintained or selected by an entity other than the
Host. Prior approval by AEG Cycling of the use of the Tour Marks or other matters as to
which AEG Cycling approval is required under this Agreement shall not affect AEG
Cycling's right to indemnification as to such usage.
c. Procedure Regarding Indemnification. Each Party shall give the other
Party prompt written notice of any Claim coming within the scope of any indemnity
expressly set forth in this Agreement. Upon written request of any indemnitee, the
indemnitor will assume offense of any such Claim, action or proceeding. The indemnitee
shall cooperate with the indemnitor in the investigation, offense and/or settlement of any
such Claim. The indemnification obligations in this Section 17 of this Agreement shall
survive the expiration and/or termination of this Agreement.
18. 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 (the "Termination Events"):
(1) Material breach of any 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) A Party is the subject of public controversy of such a magnitude
that such Party's association with the other Party pursuant to this Agreement creates a
- 19 -
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negative association for such other Party, in the reasonable judgment of such other Party,
in which case the other Party may terminate this Agreement without cost or penalty.
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 AEG Cycling from occurrence of a Termination Event of the type set forth in Sections
18a(1) or(2) above, AEG Cycling shall repay to Host all amounts actually expended by
Host in performing its obligations hereunder; provided, however that in no event shall
AEG Cycling be liable for amounts in excess of$10,000 in the aggregate for any
particular Tour. Should termination result from termination notice given by AEG
Cycling to Host from occurrence of a Termination Event of the type set forth in Sections
18a(1) or(2) above, Host shall repay to AEG Cycling-all amounts expended by AEG
Cycling 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.
19. Independent Contractors. AEG Cycling 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.
20. Insurance.
a. AEG Cycling Provided Insurance. Throughout the Term of this
Agreement (including any extensions thereof),AEG Cycling shall provide and maintain,
at its expense, the following insurance policies which shall protect the AEG Cycling
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 AEG Cycling pursuant to this
Agreement:
(1) Event Liability insurance (inclusive of CGL as well as auto
liability) of with limits not less than $1,000,000 each occurrence and $2,000,000 in the
aggregate;
(2) Workers' Compensation insurance covering AEG Cycling's
employees with limits as required by statutory law, including Employer's Liability
coverage with limits not less than $500,000 each accident;
(3) Umbrella and/or Excess Liability insurance with limits not less
than $5,000,000 each occurrence shall apply in excess of and on a following form basis
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r:�I ;—� Li�6 Nva ud i�J nt7�d� y G
to the primary Commercial General Liability, Automobile Liability and Employer's
Liability policies; and
(4) Any other insurance necessary and appropriate for the staging of
the Tour as determined by AEG Cycling and Medalist.
All such insurance to be maintained by AEG Cycling shall be (1)primary with respect to
Claims arising out of the AEG Cycling's staging of each Tour and the obligations of
AEG Cycling pursuant to this Agreement; (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; and
(3) shall provide that coverage may not be materially changed, reduced or cancelled
unless thirty (30) days prior written notice thereof is furnished to Sponsor.
Policies (1) and(2) above shall be endorsed to name Host as Additional Insureds with
respect to the negligent acts or omissions of AEG Cycling.
At least 15 days prior to each Tour, AEG Cycling 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. AEG Cycling Optional Insurance. AEG Cycling 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 AEG Cycling 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 AEG Cycling's control which are not specifically
excluded under the policy. Notable exclusionswill 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 AEG Cycling. AEG Cycling'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 AEG Cycling.
c. Host Provided Insurance. Throughout the Term of this Agreement
(including any extensions thereof), Host shall provide and maintain, at its expense, the
following insurance policies which shall protect Host, AEG Cycling,Medalist, Amgen,
Inc. and the AEG Cycling 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,
- 21 -
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premises damage legal liability, liquor liability (if applicable), property damage and
bodily injury liability (including death);
(2) Auto Liability &Physical Damage insurance covering Claims
arising out of the use, operation or maintenance of any vehicle (whether owned, non-
owned, leased, hired or borrowed)by Host, with limits not less than $1,000,000 each
accident combined single limit for bodily injury and property damage;
(3) Workers' Compensation insurance covering Host's employees
with limits as required by statutory law, including Employer's Liability coverage with
limits not less than.$1,000,000 each accident, $1,000,000 disease-each employee and
$1,000,000 disease-policy limit;
(4) Umbrella and/or Excess Liability insurance with limits not less
than $3,000,000 each occurrence shall apply in excess of and on a following form basis
to the primary Commercial General Liability, Automobile Liability and Employer's
Liability policies;
(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 AEG Cycling and the AEG Cycling Parties; (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; and(3) shall provide that coverage may not be materially
changed, reduced or cancelled unless thirty (30) days prior written notice thereof is
furnished to AEG Cycling.
Policies(1) and(2) above shall be endorsed to name AEG Cycling and the AEG Cycling
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 15 days prior to each Tour,Host shall provide AEG Cycling 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.
21.Force Maieure. 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 AEG
Cycling 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
-22 -
41,;kyy, t�
D i4UN
of the date of cancellation or postponement. AEG Cycling 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, AEG
Cycling shall have no further obligation, financial or otherwise, to Host and Host shall
have no further obligation to AEG Cycling 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 AEG
Cycling intends to reschedule the Tour, AEG Cycling 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 AEG Cycling 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.
22. Cancellation or Postponement of Tour for Reason Other than Force
Majeure. AEG Cycling shall have the sole and unfettered right to cancel or postpone the
Tour or any Host Stage. In such event,Host acknowledges and agrees that AEG Cycling
shall have no financial responsibility to Host as a consequence of such cancellation or
postponement. In the event of such cancellation or postponement for a reason other than
Force Majeure, the obligations of AEG Cycling and the rights of Host shall be as
specifically set forth in this Section 22 as the sole and exclusive remedy by virtue of such
cancellation or postponement. Upon providing notice of cancellation or postponement,
AEG Cycling shall have no further obligation to provide Host with any of the Host
Benefits as set forth in this Agreement.
23. Public Announcement. The Parties agree to make a joint public announcement
and press release upon in the near future following execution of this Agreement. The
Parties agree that the form and substance of such announcement and press release shall be
mutually agreed between the Parties.
24. Arbitration. The Parties agree that any dispute between them arising out of,
based upon, or relating to this Agreement, shall be resolved exclusively by arbitration
conducted in accordance with the Commercial Rules then in effect of the American
Arbitration Association. Such arbitration shall be held in Los Angeles, California.
Judgment upon the award rendered shall be final and non-appealable and may be entered
in a court having jurisdiction. Each Party shall bear its own expenses arising out of any
such proceeding, except that the fees and costs of any arbitrator(s) shall be borne equally
by the Parties. Notwithstanding the obligations set forth in this Section, AEG Cycling
shall be permitted to seek equitable relief to prevent the unauthorized uses of the Tour
Marks.
25.Liability of City. City acknowledges and agrees that it shall be responsible for
each and every obligation under this Agreement and, therefore, that any liability for
breach of any obligation of Host hereunder shall constitute an obligation of City
hereunder.
26. Specific Performance. The duties, obligations and responsibilities of the Parties
under this Agreement are unique, and, therefore, the Parties agree that monetary damages
- 23 -
/'YZ/
will not be an adequate remedy for breach of this Agreement. The Parties acknowledge
and agree that, in the event of a breach by Host, AEG Cycling will suffer irreparable
harm. Therefore, AEG Cycling shall be entitled to the remedy of specific performance,
which shall not be the exclusive remedy for any violation of breach of this Agreement.
27. 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 AEG Cycling. Notwithstanding the foregoing, AEG Cycling may retain the
services of subcontractors to discharge certain obligations under this Agreement.
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:
NAME OF CITY
Address
City, State Zip
Attn.:
If to AEG Cycling:
AEG Cycling, LLC
1100 S. Flower St, Suite 3200
Los Angeles, CA 90015
Attn: Bob Colarossi
with a copy to:
AEG Cycling, LLC
1100 S. Flower St, Suite 3200
Los Angeles, CA 90015
Attn: Shervin Mirhashemi, Esq.
c. Entire Agreement; Modifications. This Agreement constitutes the entire
agreement of the Parties hereto pertaining to the subject matter hereof and supersedes all
prior agreements and understandings between the Parties with respect to the subject
matter hereof. This Agreement may not be modified, amended or supplemented or
- 24-
�y
otherwise changed, except by a written document executed by an authorized
representative of each of the Parties hereto.
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 California and for all purposes governed by and construed
in accordance with the laws of the State of California.
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 AEG Cycling 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)(g), 13-16, 17, 18b, 20-22, and
24-27 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.
- 25 -
c gTACHMEN T I
in. 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, subject to the provisions of
Section 24, venue of any judicial action in connection with this Agreement shall lie
exclusively in the state or federal courts located in Los Angeles, California. Host
accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any
related appellate court and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement. Host further agrees that it irrevocably waives
any objection it 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. Host acknowledges that it possesses the requisite minimum contacts with the
State of California sufficient to establish jurisdiction over Host in State and Federal
Courts in California.
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. Intentionally Omitted.
r. 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..
s. No Third Party Beneficiaries. It is expressly understood that there are no third
party beneficiaries to this Agreement.
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.
AEG CYCLING:
AEG CYCLING,LLC
- 26 -
jj
By:
Name:
Title:
HOST:
[NAME OF CITY]
By:
Name:
Title:
- 27 -
cy�9
EXHIBITS
A Host Venue Requirements
B Sponsorship Formulation:
- Benefits List
- Tour Sponsor Categories
C Tour Marks
D Host Marks
28
EXHIBIT A
Host Venue Requirements
Host Venue Requirements— Stage Finish with a Stage Start
Below are the requirements of a community and its Local Organizing Committee (LOC) to host a Stage
Finish with a Stage Start of the 2006 Tour de California. Please note that the Tour will make ever effort
possible to reduce these requirements through its planning process.
Operational Requirements
1. Accommodations
• The host venue is required to assist the Tour in securing accommodations for the entourage, teams
and team personnel(549 people), advance finish construction crew and advance staff(65 people)
and advance start construction crew and advance start staff(36 people), totaling approximately 650
en ogle.
This applies to the following:
• Night before Stage Finish (advance crew and staff—65 people), requires 40 rooms (15 singles and
25 doubles). Rooms should be at one hotel within close proximity of the Finish Line area.
• Night of Stage Finish—585 people(entourage plus start crew -329 people, athletes and team
personnel—256 people),requires 360 rooms in the following room configuration: 4 suites, 133
single, 223 double rooms. Rooms should be in no more than 3 properties with at least one hotel
having enough capacity for 175 rooms.
2.Meals
The host venue is required to assist the Tour in securing a dinner meal the night of the Stage Finish, based
on menu specifications provided by the Tour's Operations Director, for the entire entourage of 585 people.
The dinner meal should be served at the Headquarters Hotel.
• Excluding athletes and team support personnel, a dinner per diem of.$15 (per person) may be
provided for staff(approximately 329 people)in lieu of participating in the organized dinner meal
that is required for all teams.
The host venue should provide a lunch meal the day of the Stage Finish, for the working media
(approximately 35 people). The lunch meal should be located at the designated Media Office. The Tour
encourages a host venue to consider a local restaurant/vendor to assist with this meal in-kind or as a
potential sponsor.
The host venue is required to assist the Tour in securing a breakfast meal the morning after the Stage
Finish for the following groups:
• Athletes and team support personnel only(approximately 256 people). Breakfast should be served
at the headquarters hotel.
• Start Crew staff(approximately 36 people breakfast should be served at 6:00 AM or 6:30 AM.
Based upon early hours, a cash per diem of$6 (per person) is recommended.
3.Auxiliary Space
The Tour requires the following auxiliary spaces for use within 24 hours leading up to the Stage Finish:
Race Office
• Approximately 500— 1,000 square feet
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• Must have power,phone line,and wireless internet access.
Operational Requirements Continued
Media Office
• Approximately 500— 1,000 square feet
• Must have power,phone line, fax line and DSL and wireless internet access
Press Work Room
• Approximately 500— 1,000 square feet.-or can be co-mingled with Media Office
• Must have power, DSL and wireless internet access
Press Conference
• Approximately 1,500 square feet
• Theater-style seating for 300 people
• Sound System with 7 Microphones and mult-box
Medical Office
• Suite at the Headquarter Hotel or a meeting room at the Headquarter Hotel with a nearby bathroom
Team Parking and Mechanics Work Area
• A sizable portion of the Headquarters Hotel parking lot is required
• Each team travels with a motor coach,trailer and support vehicle and additional space is needed for
mechanics to work on bikes
• Access to water and power
Staff Parking
• Approximately 75 vehicles
Bicycle Storage
• Approx 1,500 square feet—can accommodate all teams and can be locked
Commissaires Meeting Room
• Small Conference Room for approx. (8-10)people
High-Speed Copiers
• The Tour requires the host venue to provide two (2) high-speed copiers, which collate and staple.
• Copiers should be delivered and installed in the 1.) Race Office and 2.) Media Office
• A copier technician must be on-hand each day,24-hours per day to assist Tour staff with trouble-
shooting situations.
5. Flowers
u The Tour requires of the host venue eight(8) flower bouquets to be used during the Awards
Ceremony.
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Technical Requirements
1. Police
o Local (City and/or County)police services are the responsibility of the host venue. In
coordination with California Highway Patrol (CHP), CalTrans, as well as the Tour's motor and
road marshals and in conjunction with the LOC volunteer program, local police provide for a
safe road closure, which may include fixed-post positions, traffic control, crowd control,
enforcing no-parking zones and maintaining general public safety.
2. Public Works and Road Services
❑ Local Public Works and Road Services 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 may necessary include detours and detour equipment,barricades, cones,
printing/posting of No Parking signs, removal/restoration and street repair.
3. Permits
❑ All city permits and permit requirements for the operation of the event are to be procured by the
host venue on behalf of the Tour. They include,but are not limited to:
- Special Event Permits Concession Sales
Parking Permits Alcohol Permit
Road Closure and Use Permits Sound Amplification
Banner and Sign Permits Material Distribution
Sponsor Expositions
4. Security
❑ It is the responsibility of the host venue to provide outdoor overnight security at each of the
hotel properties being utilized by the Tour's entourage. In addition to attractive vehicles, the
equipment of the staff and teams is very expensive.
5. EMT/EMS Services
❑ It is the responsibility of the host venue to provide EMT/EMS services for the general public
the day of the Stage Finish and the Stage Start.
❑ Please note that the Tour provides medical services for the athletes,team support and staff
personnel.
❑ Placement of EMT/EMS services will be decided by the Tour's Technical Director.
B/7- ff
Technical Requirements Continued
6. Port-o-Johns
❑ It is the responsibility of the host venue to provide port-o john services, or public restrooms,
during the day of the Stage Finish and the Stage Start.
❑ Number of units(approx. 25,plus 2 handicap for Finish and 10 units, 2 handicap for Start)and
placement of units to be mutually agreed upon by the host venue and the Tour's technical
Director.
7. Waste Management/Trash Removal
❑ In consultation with the Tour, it is the responsibility of the host venue to provide waste
management/trash removal services following the conclusion of the Stage Finish and Stage
Start.
❑ It is the responsibility of the host venue to have this trash removed from the event site (it is
recommended that the host venue may want to have a dumpster delivered to the site the day
before the event—placement of this dumpster determined by the Tour's Technical Director).
Volunteer Program
❑ Each race scenario must have volunteers to assist the local police and Tour personnel in
providing a safe road closure. A typical Stage Finish venue will require approx. 250-300
volunteers and a Stage Start requires approximately 100-150 volunteers. The number of
volunteers will be decided once the course has been finalized and properly approved by local
authorities.
❑ In addition to providing volunteer course marshals, volunteers will also be assigned to assist
with the following functions:
> Media Office
> Working Press Room
> Press Conference
> Awards
> Hospitality
> Anti-Doping/Drug Control
> Economic Impact Survey-takers
> Race Office
> Site Decoration/Restoration
❑ The Tour's Volunteer Coordinator will conduct an Orientation for the Course Marshals and a
separate meeting for the other Volunteer roles,prior to the Stage Start and Finish, as well as
assist the host city Volunteer Coordinator on-site with assignment and T-shirt distribution.
❑ It is suggested that the host venue designate a visible and publicized check-in location that is in
immediate proximity of the Tour's start/finish event site.
,E,rfliBir��f
Local Organizing Committee
❑ In order for the Tour to be successful at the local level, in terms of support, planning and
execution, the following positions are required for your host venue's Local Organizing
Committee(LOC).
Local Organizing Committee Positions
Chairperson
Sponsorship/Sales Director
Operations Director
Finance Director
Media&Public Relations Director
Medical/EMT Coordinator
Technical Director
Volunteer Director
VIP/Hospitality Director
Community Outreach/Ancillary Events Director
Economic Impact Survey Liaison
Health and Wellness Expo Liaison
❑ Typically, community members from your local CVB, Chamber of Commerce, Sports Council,
City Special Events office, local bike/track clubs, sponsors, etc. make excellent LOC members.
In addition,because the Tour of California promotes a health and wellness platform, LOC
membership from local health care and fitness organizations and hospitals is encouraged.
❑ It is suggested that the LOC meet on a monthly basis, followed by a bi-weekly basis as the Tour
approached, in order to maximize communication and planning. Tour representatives will also
attend your LOC meetings in order to provide planning updates.
Cy�s
7
EXHIBIT B
LOC Sponsorship Formulation Package
Protected Categories (Exclusivity)
*As of November, 2005
• Pharmaceutical/Biotech • Tire/Wheels
• Automobile • Game Station
• Gas/Convenience Store • Airline
• Soda Lottery
• Water • Mortgage
• Home Builder • Life Insurance
• Financial Services (Bank, • Home Improvement
investments, credit card) • AutoClub
• QSR • Camera
• Nutrition Bar • Beer/Wine
• Computer Sciences • Home Security
• Jerseys Apparel • Copier/Printer
The following categories will NOT
be allowed for inclusion in the
2006 Amgen Tour of California:
• Gaming/Gambling
• Firearms
• Tobacco
• Spirits/Hard alcohol
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EXHIBIT B
LOC Sponsorship Formulation Package
2006 LOC Benefit Inventory
Finish Venue/Time Trial Venue
Promotional
o Local kick-off Press Conference announcing course details, sponsors, etc.
(conducted in conjunction with Tour officials)
o Official Tour of California Flyers (amount TBD)
o Official Tour of California Posters(amount TBD)—customizable/tagged with
local sponsor logos (additional printing costs responsibility of LOC)
o Sponsor `Thank Yous' listed in Tour's Official Program
o Sponsor `Thank Yous' on Official Amgen Tour of California Website—Logo and
Hotlink
o Official Amgen Tour of California City"Welcome Banner"to be placed in
prominent location—produced by Tour
o Official Amgen Tour of California "Podium Hostess Program"
o Educational Handbook and Curriculum(amount TBD)
Hospitality
o Twenty-five(25)Hospitality invitations (for day of race only)
o Access to Finish Line VIP-viewing area
o One(1)Amgen Tour of California Leader's Jersey Autographed by 2006 winner
o Four(4)tickets provided to Tour's Post Race Celebration on February 26th
(location TBD)
On-Site
o Six(6) 30-second commercial units to be shown on large-screen television at
finish line
o Eight(8) PAA's (read at Finish line)
o Five(5) Health and Wellness Expo booths— 10' x 10' (finish line expo area only)
o Sponsor Volunteer Employee Program—implemented in conjunction with the
Tour- subject to approval by the Tour
34
C��7
EXHIBIT C
Tour Marks
31
Cy-�
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EXHIBIT D
Host Marks
- city of
`j san lues osispo
•
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1
I
ll6aFn RSA 2006
ICEN'��'
32
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Outstanding Agreement Terms to be Resolved
Note: some of the outstanding terms listed below have been amended in the latest revised
agreement, which is being presented at this time to Council. Until a final agreement is
received, these items are being listed for informational purposes.
1. Introductory agreement language: The City's Parks and Recreation Department is
serving as the LOC, so the City and the LOC are the same entity. Additionally, San Luis
Obispo needs to be identified as a Charter City.
2. Host Obligations,paragraph e: Ambush-Free Zone. The City's Host Stage area will be
surrounded by permanent retail establishments that frequently use temporary signs and
merchandise as part of their seasonal displays. Some clarifying language needs to be
included indicating that the City has no authority or responsibility to require removal of
these materials and that the Agreement is not intended to include displays incidental to
existing businesses.
3. Host Obligations,paragraph f: Ambush Marketing. The City is asking for clarification
of the meaning of f(2)and eliminate the language relating to City obligations to regulate the
conduct of the County or other unspecified governmental agencies. Additionally, the last
sentence [f(3)],be modified to reflect that the City will use best efforts prevent the
scheduling of other City authorized or sponsored events that conflict with or detract from the
Tour, which would allow regularly scheduled events, such as Farmers'Market,to proceed
without prior approval.
4. Host Obligations,paragraph g: Merchandise and Counterfeiting and Trademark
Enforcement. City is requesting the elimination of the language re Host obligations to
obtain cooperation of other governmental agencies. The revised language should read
something like "Host will cooperate with AEG in preventing....
5. Host Obligations, paragraph m: Proposed Host Contracts. The City is requesting the
language be modified to reflect that incidental contracts (garbage,porta potties,etc.) are not
subject to prior approval. Additionally, language to be added to make explicit that AEG
approval will not be unreasonably withheld.
6. Host Obligations,paragraph o: Cycling Requirements. The City is asking AEG Cycling
to provide clarification as to the nature and scope of the referenced cycling requirements and
requesting some language indicating that AEG has inspected and accepted the course,
surface, location,etc.
7. Host Obligations, paragraph q: Progress Reports. The City is asking for a correction of
the due dates on the progress reports and to whom these reports should be submitted.
8. Host Obligations,paragraph r: The City is requesting the following revision to the anti-
disparagement provisions in this and other sections:
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ATTACHMENT 2
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.
9. Host Obligations,paragraph t: No disclosure. All non-disclosure provisions will be
removed from the agreement, as a municipality cannot legally withhold such information.
(Note: this item is omitted in the revised agreement being presented to Council but is being
noted as an issue until the final agreement is received)
10. Host Obligations,paragraph u: Other Services. The City is requesting that the language
be qualified to include a consultation requirement with the Host City,or a provision that the
City is agreeing to provide additional services,to the extent practicable,which may be
incidental to its obligations under the agreement.
11. Financial,paragraph a: Tour Revenues. The "except" provisions should include
revenues from ancillary events,which can simply include a reference to paragraphs 6c(3)
(ancillary events).
12. Required Clauses,paragraph c: Indemnification. The City wishes to have it stated that
the City is part of a self insurance pool and asked to incorporate language reflecting that.
Also,asked to correct language relating to the indemnification of the State of California and
spell out the UCI indemnitee. (Note: some of these items have been resolved but is being
noted as an issue until the final agreement is received.)
13. Required Clauses, paragraph f: (also,Insurance, paragraphs a(1)-a(3) and c(1)-c(5):
The City is asking that concerns be addressed about the insurance being required of the City
was greater in both scope and amount than that being provided by the AEG parties.
Additionally, asked that AEG revise the provisions to reflect the insurance actually in place.
Also,the provision should reflect the insurance pool issue previously referenced.
14. Licenses to Use Marks,paragraph a(5):No Disparagement by Host. The City is
requesting that the paragraph be revised to include the anti-disparagement qualification
previously referenced.
15. Licenses to Use Marks,paragraph a(6)(a): Tour Marks Guidelines. The City is asking
for verification that the referenced Graphics Standards Manual has been provided to the
LOC representatives.
16. Ownership and Protection of Intellectual Property,paragraph a(3): The City is
requesting clarification that the Host City is not assuming any affirmative obligation to
register or enforce AEG's intellectual property rights,but is merely agreeing reasonably to
cooperate with AEG should AEG find it necessary to initiate an action.
17. Representations and Warranties,paragraph b(5).(By Host): This paragraph should
include the non-disparagement qualification language previously set forth.
ATTACHMENT 2
18. Indemnification,paragraph b. (By Host): The City is asking AEG to add the previously
provided language regarding the indemnification of the State of California for road
conditions,etc.
19. Termination,paragraph b: Effect of Termination. The City is asking for an increase in
the AEG liability limit and provide a revised number that is more equitable in light of the
extent of the Host obligations. Also,the City is asking for limitation on the Host City's
liability to AEG should termination result from a notice of termination from AEG and a
more equitable allocation of liability resulting from termination.
20. Cancellation or Postponement of Tour for Reason Other than Force Majeure. This
provision essentially provides AEG with the unilateral ability to cancel the Tour for any
reason or no reason at all with no financial consequence. Thus,the City has less protection
against a cancellation without cause than it does against a cancellation for a "termination
event." The City should be protected against such a unilateral cancellation at least to the
same extent that it is protected against a cancellation for cause.
21. Liability of City and LOC Joint and Several. This provision should be removed in its
entirety as the City and the LOC are one and the same in this instance. (Note: this has been
modified in the revised agreement but is being noted as an issue until the final agreement is
received.)
22. General, paragraph q: Confidentiality. This paragraph must be deleted as the City
cannot legally agree to a confidentiality provision. (Note: this item is omitted in the revised
agreement being presented to Council but is being noted as an issue until the final
agreement is received)
23. Exhibit C—Tour Marks: Not received
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1
ATTACHMENT
June 16, 2005
Ms. Kelly Greene, Venue Director
Medalist Sports
P.O. Box 415
Tyrone, GA 30290
Dear Ms. Greene:
On Tuesday June 7, 2005,the City Council unanimously approved the City's participation as a"Host City"
for the Tour of California,the new world-class professional cycling event being coordinated by Medalist
Sports and scheduled to take place in California from February 19-26, 2006. We are excited not only about
the event but also with the opportunity to showcase our beautiful City during the two days you will be in
San Luis Obispo (February 23 and 24, 2006).
In approving the City's participation in the event, we are committed to the following in-kind services to
assure that the event is safe and successful for all involved. These include:
1. Development of and participation in a Local Organizing Committee.
2. City services: Police, Public Works and Parks and Recreation staff, 300 volunteers, street sweeper,
trash collection services.
3. Road closures in the immediate area of the finish and start location (one-block area) for
approximately 12 hours for the finish line and 8 hours for the start line. Road closure equipment
(cones,barriers,etc.).
4. Overnight secure location (if appropriate)for team vehicles, equipment,etc.
5. Waiving of permit fees.
6. Possible use of City-owned auxiliary space, if in close proximity to finish line (i.e. location for
press conference,race office).
7. Assistance with local/city relationships in terms of other TOC requirements (i.e. portable toilets,
hotels,catering,etc.).
8. Costs associated with creating other events to support the TOC(optional).
9. Other services, as negotiated during the development of a formal agreement with the City.
We look forward to working with Medalist Sports during the next eight months to see that the portion of
the Tour of California taking place in the City of San Luis Obispo is the best and most professionally run
event that it can be.
Sincerely,
Mayor David F.Romero
Cc: Chris Aronhalt,Managing Partner,Medalist Sports
Dave Garth,President,SLO Chamber of Commerce
Paul LeSage,Parks&Recreation Director
Wolf Knabe,Fire Chief
Deb Linden,Police Chief
Jay Walter,Public Works Director
� r
ATTACHMENT
TotIV- f fo
October 11, 2005
Mayor David F. Romero
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
Re: 2006 Tour of California
Dear Mayor Romero:
This letter shall serve to confirm the terms and conditions under which City of Ban Luis
Obispo (hereinafter referred to as "Host") has been conditionally offered the opportunity to host the
Stage 4 Finish and Stage 5 Start (the "Host Stages")for the 2006 Tour of California(the"Tour"),
subject to signature and return of a counterpart of this letter containing an original si¢nature on
behalf of Host within ten (10) days of the date of this letter. Should Host fail to return a
counterpart of this letter containing an original signature on behalf of Host within ten (10) days of the
date of this letter, AEG,LLC ("AEGC")may revoke the conditional offer set forth herein and
conditionally award the right to host the Host Stage to another municipality or other entity. Upon
receipt by AEGC of a counterpart of this letter containing an original signature on behalf of Host
AEGC will forward to Host the more comprehensive agreement that memorializes the parties' rights
and obligations. This letter and its terms represent a non-binding expression of the parties' intent,
upon.the conditions set forth herein, and do not convey any rights of any type. The more
comprehensive agreement which will be presented subsequently will constitute the binding legal
document.
The 2006 Tour will be held from February 19 through 26, 2006 and the Host Stages
conditionally-offered to Host shall be held on February 23 and 24 , 2006. This conditional offer is
made specifically made subject to AEGC entering into an agreement acceptable to AEGC- regarding
the terms under which AEGC will operate the Tour as well as to the following terms and conditions:.
In conjunction with hosting of the Host Stages for the Tour,Host agrees generally that it will
cooperate with AEGC and AEGC's designees and use its best efforts to assist and to facilitate
presentation of the Tour. More specifically, Host agrees that:
1. It will provide assistance in accordance with the 2006 Planning Manual to be
furnished by Medalist Sports ("Medalist");
2. It will form a local organizing committee(the "LOC")with specific responsibility
for the Host Stages to be held in San Luis Obispo, to designate a chairperson for
the LOC, and to ensure that the LOC includes individuals with experience in the
following areas and whose responsibility would be as follows for the Host Stages in
San Luis Obispo:
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ATTACHMENT 4
a. Sponsorship/Sales Director;
b. Operations Director;
c. Finance Director;
d. Media&Public Relations Director;
e. Medical/EMT Coordinator;
f. Technical Director;
g. Volunteer Director;
h. VIP/Hospitality Director;
i. Community Outreach/Educational Director; and
j. Ancillary Events Director ;
3. Host and LOC will assist the Tour in securing the following for the Host Stages in
San Luis Obispo:
a. Accommodations: That number and type of hotel rooms for the night(s)
designated on Exhibit"A" within those further specifications to be provided
by the Tour;
b. Meals: That number and type of meals for those day(s) designated on
Exhibit"A";
c. Auxiliary SRace and Equipment for Tour Requirements: Those types of
areas,premises and equipment for the time period designated on Exhibit
«A„
Host and LOC will provide the following at the sole expense of the
Host and LOC:
d. Police Services: Local police services to work in coordination with the
Caltrans and California Highway Patrol, as well as Tour representatives and
LOC volunteers, to provide for safe road closure, fixed-post positions,
traffic and crowd control and general public safety;
e. Public Works and Road Services: Support police efforts to ensure road
closure and course safety;
f. Permits: All local permits for operation of the Tour in Host's locale and
presentation of the Host Stages, including but not limited to special event
permits, parking permits,road closure and use permits, alcohol permits, and
concession sales permits;
g. Security Services: Outdoor overnight security at each of the hotel properties
being utilized by the Tour's official party;
h. EMS/EMT Services: Emergency medical services and emergency medical
technicians to serve the general public at and on the days of the Host Stages
in San Luis Obispo;
i. Portable and/or Public Restrooms: Portable(e.g., port-o johns)or public
restroom.facilities on the day of the Host Stages in a number and location to
be determined by Tour representatives;
j. Waste Management/Trash Removal: Waste management and trash removal
services following conclusion of the Host Stages in San Luis Obispo; and
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ATTACHMENT 4
k. Volunteers: Recruitment of that number of volunteers designated on Exhibit
"A" to this letter to assist local police and Tour personnel with various
functions to be designated by Tour representatives.
4. Host and LOC will assist AEGC and Medalist in obtaining a design and layout of
that portion of San Luis Obispo through which the Tour course will run;
5. As between Host/LOC and AEGC; AEGC controls all.rights to distribute,promote,
market and otherwise commercially exploit the Tour by means of any and all audio,
visual and audiovisual media of all types, including but not limited to television,
radio, Internet and print, 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 AEGC. Further, Host will cooperate with the
media and marketing plan of AEGC, including accommodating television
broadcasters, sponsors, and other persons and entities to whom and to which AEGC
has granted and will grant rights;
6. Before staging any ancillary events in connection with the rights granted by AEGC
as set forth in this letter, Host and LOC shall obtain the prior written approval of
AEGQ
7. Host and LOC shall refer to the Tour by the precise name supplied by AEGC 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
name for the Tour supplied by AEGC from time-to-time;
8. Host and LOC shall submit to AEGC for prior review and approval all contracts
that Host proposes to enter into with respect to the obligations undertaken by Host
in connection with the Tour;
9. Host and LOC shall procure appropriate insurance in amounts and types of
coverage underwritten by carrier(s) acceptable to AEGC in connection with claims
p arising from performance of the obligations,products and services provided by
Host and LOC in connection with both hosting the Host Stages and this Agreement
and AEGC and Medalist will be added as additional insureds under the applicable
insurance policies;
10. Host and LOC shall indemnify and hold harmless AEGC,Medalist and designated
other parties of and from any liabilities, damages, losses, and other claims arising
from the performance of the obligations,products and services by Host and LOC in
connection with hosting the Host Stages and in connection with this Agreement;
11. Host and LOC shall exercise their best efforts to make sure that hospitality services
(including lodging and restaurants) are provided at reasonable prices for visitors and
tenants;
12. Host and LOC will undertake to respect the minimum requirements for the sport of
cycling as defined by the various governing organizations over the sport of cycling;
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ATTACHMENT d
13. Neither Host nor LOC will make any public disclosure of the terms of this letter or
this offer to host the Host Stages in connection with the 2006 Tour; and
14. Host and LOC will provide those other services and undertake those other
obligations set forth in Exhibit"A" attached hereto and made a part of this letter by
this reference.
Host agrees,both on its behalf and on behalf of the LOC, that it shall undertake those obligations set
forth above as well as those to be set forth in the more definitive and comprehensive agreement
between Host and AEGC, all at the agreed expense of Host and LOC.
In consideration for Host and LOC agreeing to undertake such obligations at their expense,
AEGC will:
1. Include recognition for Host in the official Tour Magazine, Tour web site; and in a
press conference announcing that Host has agreed to serve as the host for Host
Stage for the Tour;
. 2. Provide a designated number of credentials for VIP hospitality that AEGC intends
to create; and
3. Provide local sponsorship opportunities for Host to utilize as a means of fund-
raising. It is the obligation of the LOC to inform the Tour's Managing Director of
all possible conflicts of interest that may occur in the sponsorship area. It remains
the sole right of the Tour Managing Director, at any time, to deny local sponsorship
of any company in direct conflict with a national sponsor.
The foregoing principal business terms will be incorporated into the definitive and more
comprehensive agreement, which would also specify legal terms and conditions customary to an
agreement of this type, including, without limitation,representations and warranties and termination
provisions.
We are excited to make this conditional offer to Host to be a part of the Tour in 2006. To
accept this conditional offer, to recognize Host's undertaking and AEGC's-award of this hosting
opportunity,please cause one counterpart of this letter to be signed on behalf of Host and return a
counterpart containing an original signature to:
AEG Cycling,LLC
1100 S. Flower St, Suite 3200
Los Angeles,CA 90015
Attn: Bob Colarossi
As previously noted,Host must return a counterpart of this letter containing an original signature on
behalf of Host within ten (10)days of the date of this letter. Should AEGC not receive such a
counterpart within ten (10)days of the date of this letter, AEGC may revoke this conditional offer.
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ATTACHMENT 4
Upon receipt by AEGC of a signed counterpart of this letter, we will forward the more
comprehensive agreement for signature by Host. In the interim,Host should not make any disclosure
of this conditional offer or of the terms and conditions of this letter.
Sincerely,
AEG Cycling, LLC
By:
Name: Robert V. Colarossi
Title: Managing Director
Agreed to this day of , 2005.
City of San Luis Obispo
By:
Name:
Title:
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EXHIBIT A
Services to be Provided and/or Obligations to be Undertaken by Host
Host Venue Requirements- Stage Finish with a Stage Start
Below are the requirements of a community and its Local Organizing Committee (LOC) to host a .
Stage Finish with a Stage Start of the 2006 Tour de California. Please note that the Tour will make
ever effort possible to reduce these requirements through its planning process.
Operational Requirements
1. Accommodations
• The host venue is required to assist the Tour in securing accommodations for the entourage,
teams and team personnel (549 people), advance finish construction crew and advance staff(65
people) and advance start construction crew and advance start staff(36 people),totaling
approximately 650 people.
This applies to the following:
• Night before Stage Finish (advance crew and staff—65 people),requires 40 rooms (15 sin es
and 25 doubles). Rooms should be at one hotel within close proximity of the Finish Line area.
• Night of Stage Finish—585 people (entourage plus start crew -329 people, athletes and team
personnel—256 people), requires 360 rooms in the following room configuration: 4 suites, 133
single, 223 double rooms. Rooms should be in no more than 3 properties with at least one hotel
having enough capacity for 175 rooms.
2.Meals.
The host venue is required to assist the Tour in securing a dinner meal the night of the Stage Finish,
based on menu specifications provided by the Tour's Operations.Director, for the entire entourage of
585 people. The dinner meal should be served at the Headquarters Hotel.
• Excluding athletes and team support personnel, a dinner per diem of$15 (per person) may be
provided for staff(approximately 329 people)in lieu of participating in the organized dinner
meal that is required for all teams.
The host venue should provide a.lunch meal the day of the Stage Finish, for the worldng media
(gpproximately 35 people).The lunch meal should be located at the designated Media Office. The
Tour encourages a host venue to consider a local restaurant/vendor to assist with this meal in-kind or
as a potential sponsor.
The host venue is required to assist the Tour in securing a breakfast meal the morning after the Stage
Finish for the following groups:
• Athletes and team support personnel only (approximately 256 people). Breakfast should be
served at the headquarters hotel.
• Start Crew staff(approximately 36 ve2ple breakfast should be served at 6:00 AM or 6:30 AM.
Based upon early hours, a cash per diem of$6 (per person) is recommended.
3.Auxiliary Space
The Tour requires the following auxiliary spaces for use within 24 hours leading up to the Stage
Finish:
Race Office
• Approximately 500— 1,000 square feet
• Must have power,phone line, and wireless internet access.
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Operational Requirements Continued
Media Office
• Approximately 500— 1,000 square feet
• Must have power, phone line, fax line and.DSL and wireless internet access
Press Work Room
• Approximately 500— 1,000 square feet.- or can be co-mingled with Media Office
• Must have power, DSL and wireless internet access
Press Conference
• Approximately 1,500 square feet
• Theater-style seating for 300 people
• Sound System with 7 Microphones and mult-box
Medical Office
• Suite at the Headquarter Hotel or a meeting room at the Headquarter Hotel with a nearby
bathroom
Team Parking and Mechanics Work Area
• A sizable portion of the Headquarters Hotel parking lot is required
• Each team travels with a motor coach, trailer and support vehicle and additional space is
needed for mechanics to work on bikes
• Access to water and power
Staff Parking
• Approximately 75 vehicles
Bicycle Storage
• Approx 1,500 square feet—can accommodate all teams and can be locked
Commissaires Meeting Room
• Small Conference Room for approx. (8-10) people
High-Speed Copiers
• The Tour requires the host venue to provide two (2)high-speed copiers, which collate and
staple.
• Copiers should be delivered and installed in the 1.) Race Office and 2.)Media Office
• A copier technician must be on-hand each day, 24-hours per day to assist Tour staff with
trouble-shooting situations.
5. Flowers
❑ The Tour requires of the host venue eight(8)flower bouquets to be used during the
Awards Ceremony.
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Technical Requirements
1. Police
❑ Local (City and/or County) police services are the responsibility of the host venue. In
coordination with California Highway Patrol (CHP), CalTrans, as well as the Tour's motor
and road marshals and in conjunction with the LOC volunteer program, local police
provide fora safe road closure, which may include fixed-post positions, traffic control,
crowd control,enforcing no-parking zones and maintaining general public safety.
2. Public Works and Road Services
❑ Local Public Works and Road Services 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 may necessary include detours and detour equipment, barricades,
cones, printing/posting of No Parking signs, removallrestoration and street repair.
3. Permits
❑ All city permits and permit requirements for the operation of the event are to be procured
by the host venue on behalf of the Tour. They include, but are not limited to:.
Special Event Permits Concession Sales
Parking Permits Alcohol Permit
Road Closure and Use Permits Sound Amplification
Banner and Sign Permits Material Distribution
Sponsor Expositions
4. Security
❑ It is the responsibility of the host venue to provide outdoor overnight security at each of the
hotel properties being utilized by the Tour's entourage. In addition to attractive vehicles,
the equipment of the staff and teams is very expensive.
5.EMT/EMS Services
❑ It is the responsibility of the host venue to provide EMT/EMS services for the general
public the day of the Stage Finish and the Stage Start.
❑ Please note that the Tour provides medical services for the athletes, team support and staff
personnel.
❑ Placement of EMT/EMS services will be decided by the Tour's Technical Director.
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Technical Requirements Continued
6. Port-o-Johns
❑ It is the responsibility of the host venue to provide port-o john services, or public
restrooms, during the day of the Stage Finish and the Stage Start.
❑ Number of units (approx. 25, plus 2 handicap for Finish and 10 units, 2 handicap for Start)
and placement of units to be mutually agreed upon by the host venue and the Tour's
technical Director.
7. Waste Management/Trash Removal
❑ In consultation with the Tour, it is the responsibility of the host venue to provide waste
management1trash removal services following the conclusion of the Stage Finish and Stage
Start.
❑ It is the responsibility of the host venue to have this trash removed from the event site(it is
recommended that the host venue may want to have a dumpster delivered to the site the day
before the event—placement of this dumpster determined by the Tour's Technical
Director).
Volunteer Program
❑ Each race scenario must have volunteers to assist the local police and Tour personnel in
providing a safe road closure. A typical Stage Finish venue will require approx. 250-300
volunteers and a Stage Start requires approximately 100-150 volunteers. The number of
volunteers will be decided once the course has been finalized and properly approved by
local authorities.
❑ In addition to providing volunteer course marshals, volunteers will also be assigned to
assist with the following functions:
> Media Office
> Working Press Room
> Press Conference
> Awards
> Hospitality
> Anti-Doping/Drug Control
> Economic Impact Survey-takers
> Race Office
> Site Decoration/Restoration
❑ The Tour's Volunteer Coordinator will conduct an Orientation for the Course Marshals and
a separate meeting for the other Volunteer roles, prior to the Stage Start and Finish, as well
as assist the host city Volunteer Coordinator on-site with assignment and T-shirt
distribution.
❑ It is suggested that the host venue designate a visible and publicized check-in location that
is in immediate proximity of the Tour's start/finish event site.
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Local Organizing Committee
❑ In order for the Tour to be successful at the local level,in terms of support, planning and
execution,the following positions are required for your host venue's Local Organizing
Committee (LOC).
Local Organizing Committee Positions
Chairperson
Sponsorship/Sales Director
Operations Director
Finance Director
Media&Public Relations Director
Medical/EMT Coordinator
Technical Director
Volunteer Director
VIP/Hospitality Director
Community Outreach/Ancillary Events Director,
Economic Impact Survey Liaison
Health and Wellness Expo Liaison
❑ Typically, community members from your local CV13, Chamber of Commerce, Sports
Council, City Special Events office, local bike/track clubs, sponsors,etc. make excellent
LOC members. In addition, because the Tour of California promotes a health and wellness
platform, LOC membership from local health care and fitness organizations and hospitals is
encouraged.
❑ It is suggested that the LOC meet on a monthly basis, followed by a bi-weekly basis as the
Tour approached, in order to maximize communication and planning. Tour representatives
will also attend your LOC meetings in order to provide planning updates.
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c o u n c i L m E m o Qa n O u m
January 17, 2006
FRECEIVED
TO: City Council 006
VIA: Ken Hampian, City Administrative Officerrd, LER
K
FROM: Linda Fitzgerald, Acting Parks & Recreation.Director ;
SUBJECT: Amgen Tour of California Participation Agreement- Update
On Thursday, January 12, the City received a revised participation agreement for the Tour of
California. The final agreement is substantially the same as the document given to Council in the
January 17 agenda packet.
The City Attorney and the Parks & Recreation Department have reviewed the agreement and are
satisfied with the terms outlined in the document. All of the issues identified in the "Outstanding
Agreement Terms to be Resolved" attachment have been addressed to the City's satisfaction.
41qre,o 06;W E
® COUNCIL I-CDD DIR
CAO aFIN DIA RED FILE
ACAO PS FIRE CHIEF
A77ORNEY Q5-PWOIR MEETING AGENDA
® CLERIVORIa �T
CF CHF DATE 7 ITEM # Cy
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council. M.WgD ` Jap 17, 2006
j ac,Enaa Report G5
CITY OF SAN LUIS OBISPO
FROM: Jay D. Walter, Director of Public Works
Prepared By: Jennifer Lawrence,Engine ring Technician
SUBJECT: TRENCH REPAIR 2006, SPECIFICATION NO. 90618
CAO RECOMMENDATION
1. Approve plans and specifications for"Trench Repair 2006, Specification No. 90618."
2. Authorize staff to advertise for bids and authorize the CAO to award the contract if the lowest
responsible bid is within the Engineer's Estimate of$105,000.
DISCUSSION
Throughout the year, City Utilities Department staff makes emergency repairs to pipelines in City
streets. At the time of repair, temporary asphalt patches are placed at the surface of the street
where trenches have been dug. These temporary patches eventually need to be replaced with a
stronger and more permanent asphalt patch.
The Public Works Department accumulates a list of the temporary patch locations from the
Utilities Department and periodically issues a construction contract to make the permanent
repairs. This project will "repair approximately 114 trenches and 1.6 meters of curb and gutter
throughout the city. A complete plan of all locations is included in the Special Provisions.
CONCURRENCES
The Community Development Department has given this project a categorical exemption.
FISCAL IMPACT
This trench repair project is funded as part of the Water Distribution System Improvements
approved in the 2005-2007 Financial Plan.
Engineer's Estimate: $ 105,000
10% Contingencies: $ 10,500
Total for Construction: $ 115,500
Miscellaneous (incl. printing): $ 1,000
Total Project Cost: $ 116,500
Funds Available: $ 1,123,600
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Trench Repair 2006 Page 2
AVAILABLE FOR REVIEW IN THE COUNCIL OFFICE
Special Provisions
is\_=reporfs\2006\dp\90618 tw&repa eSM18 aay.doc
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