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HomeMy WebLinkAbout06/20/2006, BUS 4 - AMENDED REIMBURSEMENT AGREEMENT WITH COSTCO FOR REALIGNMENT OF CALLE JOAQUIN counat MefigDn 6-20-06 j acEnaa nEpont CITY OF SAN LU I S O B I S P O FROM: Jonathan Lowell, City Attorney Shelly Stanwyck, Assistant City Administrative Officer SUBJECT: AMENDED REIMBURSEMENT AGREEMENT WITH COSTCO FOR REALIGNMENT OF CALLE JOAQUIN CAO RECOMMENDATION Approve an amended reimbursement agreement with Costco Wholesale Corporation (Costco) for the realignment of Calle Joaquin south of Los Osos Valley Road and authorize the Mayor to execute the agreement. REPORT-IN-BRIEF As detailed below, a number of legitimate cost increases have arisen since the Council approved the Reimbursement Agreement with Costco for the realignment of Calle Joaquin sixteen months ago in February 2005. While recognizing these unforeseen cost increases, the key components of the existing Reimbursement Agreement remain in place: 1. Costco will continue to serve as the "bank" for the project, fronting all costs for the realignment (which are significantly greater than Costco's "fair share" of the project cost). 2. There is no General Fund impact to the revised agreement: all reimbursements to Costco will be made from sub-area fee collections. 3. Costco will pay its full "fair share" of the interchange costs, including the higher costs for the Calle Joaquin realignment. Moreover, because Costco is paying their fair share of the higher project costs and will continue to serve as the "bank" for the project, no change in the current sub-area fee for other properties in the area will be required. The key changes to the Reimbursement Agreement are fair to the City, Costco and other properties in the LOVR sub-area, and will allow this important improvement to the City's circulation system to go forward in a timely manner, on July 5, 2006, so that work is completed prior to the next rainy season. DISCUSSION Requirement to realign Calle Joaquin In September 2005, Costco completed and opened a new 140,000 square foot warehouse store and service station off Los Osos Valley Road (LOVR). The Final Environmental Impact Report for this store (the Costco EIR) was certified by the Council on November 4, 2003. Included in the Costco EIR were several traffic mitigation measures, including the requirement that Calle y/ Amended Reimbursement Agreement with Costco for Realignment of Calle Joaquin Page 2 Joaquin South be realigned with Calle Joaquin North to improve traffic flow (the Calle Joaquin realignment). Because of permit delays by other agencies relating to the possible presence of vernal pool fairy shrimp on the property, the Council revised this mitigation measure on November 16, 2004 in the Addendum to the Costco EIR to allow Costco to complete the mitigation after the store opened. Costco has assumed all responsibility for the realignment of Calle Joaquin including: (1) obtaining all necessary permits for the road realignment; (2) entering into a construction contract for the realignment; (3) posting a completion bond in the amount of$1,930,000; (4) completing the realignment within two years of their store opening; and (5) satisfying all Army Corps of Engineers (ACOE) permit requirements. Why is a reimbursement agreement with Costco needed for the realignment of Calle Joaquin? On October 7, 2003, the Council established a "sub-area" fee to assist in funding improvements to the LOVR/US 101 Interchange (the LOVR sub-area fee program). The LOVR sub-area fee program allows the City to pass-on appropriate costs for interchange improvements to development projects located near the interchange through a fair share contribution program. The program assumes the successful receipt of outside funding (such as state transportation funding) for about half of the total project cost when all improvements are constructed. The remainder of the costs will be covered by the LOVR sub-area fees and a pro rata share of city- wide transportation impact fees (TIF).. As required by the Costco EIR, the Calle Joaquin realignment must be constructed to mitigate various project impacts; simply paying the LOVR sub-area fee alone will not satisfy the EIR requirements. Because the Calle Joaquin realignment qualifies as part of the LOVR interchange improvements, Costco's costs in excess of its sub-area fee are reimbursable by other properties in the sub-area. It was therefore determined that a reimbursement agreement between Costco and the City was the appropriate means to define costs eligible for reimbursement and one was adopted by Council on February 15, 2005. Why does the reimbursement agreement need to be amended? The realignment of Calle Joaquin has been plagued by challenging and changing conditions. Construction has been delayed. Construction methodology has had to be revised to reflect a wetter site than was bid for by the contractor. Costs of materials have increased dramatically due to external factors. These factors resulted in Costco representatives alerting the City of a"change order' of large magnitude. I. Time Delays The project was first delayed when the ACOE, in connection with the U.S. Fish and Wildlife Service, required additional biological surveys for the presence of vernal pool fairy shrimp. The ACOE permit was not issued until June 20, 2005 and Costco was not able to satisfy all ACOE conditions for allowing access to the site until August 3, 2005. Because the ACOE permit allowed for earthwork activities only between April 15th and October 31st of any year, and because the anticipated project duration is approximately seven months, the start of construction was delayed until 2006. y � Amended Reimbursement Agreement with Costco for Realignment of Calle Joaquin Page 3 2. Revision of Construction Methods In addition to creating time delays, the conditions of the ACOE permit have created unanticipated construction changes. Unfortunately, because of restrictions imposed by the ACOS, the general contractor was not allowed access to the site for testing until all ACOE permits were received in June 2005. Once the contractor accessed the site in September 2005, it was confirmed that the original plan for construction did not take into account the dual-fed nature of the wetland area in the project site. The site must be dewatered at the subsurface level as well, which was not anticipated in the original bids. Further, trench dewatering must also occur as utilities trenches are installed. Finally, two other ACOE permit requirements have resulted in additional costs and those are for storm water prevention measures and a wetland revegetation plan. All result in cost increases. 3. Construction Costs In anticipation of this year's construction "season," the general contractor(L.edcor) re-bid the job and updated all of its "soft cost" estimates (such as architectural, legal, and engineering services). At the time of re-bid, the revised total estimate was $6,641,108, an increase of$3,547,890 over the approved budget amount. The Reimbursement Agreement allowed for: a three percent inflation adjustment if the work was delayed to the second year (2006) and provides for a change order process, which requires the City to not unreasonably withhold its approval, "provided it shall be reasonable for the City to deny any change order resulting from a cause other than unforeseen conditions or City-initiated changes." Unforeseen and unprecedented cost increases are being seen throughout the building industry in the areas of oil, asphalt, cement, and steel. As we have seen with some of our City projects, they have significantly outpaced historical inflationary increases. The delay to the project has caused the bids to come in higher partly due to changed work, but also due to higher prices. The general contractor did not "lock-in" pricing with its subcontractors at the time the reimbursement agreement was entered into. The subcontractors therefore have no obligation .to honor their pricing for work or supplies. 4. City Requirements and Design Changes The bid estimate for the original Reimbursement Agreement relied upon plans that did not adequately take into consideration the complex site conditions. The City made some minor changes to the design including: the reclaimed water line, upsizing our force main, landscaping and other specific items that were a condition of the final project approval but not a part of the 2005 bid. Additional costs have therefore resulted from this better understanding of site conditions and City requirements. Proposed Amendments to the Reimbursement Agreement City, Ledcor and Costco staff have negotiated for several months regarding the requested "change order" or increased costs. The goal has been to find a reasonable way to appropriately fund the higher costs without further increasing the already high fees required of other LOVR sub-area property owners. In establishing the costs eligible for reimbursement in the proposed agreement, many City staff members reviewed, in great detail, information provided by Costco to properly categorize the //-3 Amended Reimbursement Agreement with Costco for Realignment of Calle Joaquin Page 4 added costs. Staff from the Utilities and Public Works Departments, as well as the Natural Resources Program Manager and City Biologist, have been extensively involved in the process, and ultimately in crafting the recommendations for a revised amended agreement. The Madonna Family (which owns a majority of the developable property in the LOVR sub-area fee program) has also been advised of the proposed amendments. The attorneys for Costco and the City continue to finalize the terms of the amended Reimbursement Agreement. At the time of the printing of this report, they had not completed those revisions. The final amended agreement will be provided to Council via "red file" and made available to the public (on the City's website and through the City Clerk). Outlined below are the key changes that will be reflected in the amended agreement. The changes accomplish the goal of supporting appropriate, unanticipated added costs while avoiding further sub-area fee increases. 1. Costco pays its new, higher fair share of the LOUR sub-area fee When the City and Costco entered into the Reimbursement Agreement in February 2005, their then "fair" share of the LOVR sub-area fee was calculated at $910,000. Costco has agreed to assume their current fair share of the LOVR sub-area fee and will increase the fee by a total of $771,000. Thus, $1,681,000 of the Calle Joaquin realignment work undertaken by Costco is not eligible for reimbursement and represents their new, higher proportionate share of the LOVR sub-area costs. 2. Costco pays increased soft costs Costco has agreed to pay for increased soft costs, for various services provided by their architects, legal counsel, and engineering consultants since the original reimbursement agreement was entered into which total $127,554.. 3. Costco has agreed to continue to finance the costs of the Calle Joaquin Realignment When Costco originally entered into the Reimbursement Agreement for the City, they agreed to serve as the "bank" for this project: they would front the total costs of the improvements (which are significantly greater than their"fair share"); and would be reimbursed for the difference over time from sub-area fees collected from other new development in the area, Although they provided a completion bond of $1,930,000, this amount would be woefully inadequate to cover the actual costs of the realignment. Costco has honored the intent of their obligation and has worked hard to facilitate a solution to this predicament. The costs to them for serving as the "bank" range from $1.5 to $2 million dollars, depending upon how long it takes for them to be reimbursed under the agreement. 4. Increased construction costs are part of the reimbursement agreement Staff and Costco have conducted exhaustive evaluations of the increased costs to this project.. Many are costs that the City, if this was our project, would typically have to assume. The reasons for these costs include: City initiated changes during the final permitting process; further evaluations of the site conditions resulting in changes in construction methods and increased construction costs; significantly higher than normal increase in the costs of materials and services; Costco's inability to realize cost savings from concurrent construction to the warehouse store due to the delay in starting construction; and the satisfaction of ACOE imposed requirements. y-y Amended Reimbursement Agreement with Costco for Realignment of Calle Joaquin Page 5 Timing Considerations In order for Costco to complete the construction of the realignment in 2006 (within the ACOE permitted time period),construction must start no later than July 5, 2006. How will payments be made to Costco? When other participating properties in the LOUR sub-area fee program develop, they will pay their sub-area fees to the City upon issuance of a building permit. The City will reimburse Costco only from fees collected (some properties may have credits associated with in-kind improvements) within 30 days of receiving the sub-area fees. Disputes over reimbursable costs will be subject to resolution in the same manner that the City resolves claims for other construction projects. CONCURRENCES As outlined above, staff members from several departments have been extensively involved in the review of added costs and developing the proposed revised agreement. FISCAL IMPACT There is no General Fund impact associated with the proposed agreement. Moreover, since Costco is paying its fair share of the higher project costs, and continues to serve as the "bank"for the project, no change in the current sub-area fee for other properties in the area will be required._ However, funding the comprehensive LOVR interchange improvement project will be made even more challenging by these cost increases, since a large portion of sub-area fees, at least initially, will be used to fund the Calle Joaquin realignment. This will place even greater pressure on the need for success in gaining outside funding sources to complete the interchange improvements. Staff will continue to work closely with others, both from a design and funding standpoint, to address the longer term interchange funding challenge. ALTERNATIVES 1. Drop the realignment project and allocate all Costco and LOVR sub-area fees for a comprehensive LOVR interchange project. While this is an option the Council could choose, and at one point was discussed by staff, it is not recommended. The Calle Joaquin realignment project is an EIR mitigation, and therefore it cannot simply be "dropped." There would be a significant process associated with changing the mitigation, with no guarantee of success in doing so. In addition, some reimbursement costs already incurred would be due to Costco, even if the project were dropped. These tasks would need to be repeated for the project to be done at a later date, most likely at a higher cost. Moreover, improvements in traffic circulation and freeway access are needed now, and should not be deferred to some unknown time. The reality is that the larger interchange project has no doubt risen in costs, too, given the sharp rise in construction costs experienced virtually everywhere. While the City will need to continue to work to meet this longer term er —.� � I Amended Reimbursement Agreement with Costco for Realignment of Calle Joaquin Page 6 LOVR challenge (both from a design and funding standpoint), the realignment will at least serve to significantly improve an important aspect of traffic flow in the area, right away. Separately, this summer Caltrans is also working to complete a re-striping plan for the interchange deck itself to create two west-bound lanes which will greatly alleviate "stacking" for northbound traffic exiting Highway 101 at LOVR. Also, as programmed in the 2005-07, we have received a grant for $479,000 to overlay and rehabilitate the paving on LOVR from Madonna Road to Highway 101, which is scheduled to occur after the Calle Joaquin realignment. Therefore, there are a number of significant improvements that will occur in this important area of the City's circulation system by moving forward with this project now. 2. Revise the amended agreement. Refinements to the proposed agreement may be necessary as identified by Council in its review. However, substantive changes are not recommended at this stage because what is before Council has been heavily negotiated. Furthermore, the changes have undergone extensive review by Costco's staff and have received the necessary approvals from Costco, including presentation to and approval by its CEO. 3. Disapprove the amended agreement. The approval of the amended agreement is necessary for Costco to start the construction of the Calle Joaquin realignment. If the Council does not approve the amended agreement Costco will not proceed with the necessary improvements because they will not assume the full cost of the improvements., Furthermore, without the improvements, the existing traffic issues in the LOVR interchange area will continue to impact residents and visitors for the foreseeable future. ATTACHMENTS 1. Vicinity Map 2. 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G �7 hr' � �r..,-. � rn ?�r�y II��-.._fir ''r.•J / � f'.• � {N 'Sr- y- � �p 9 COUNCIL �CDD DIR yoSSpNLaIs�e6r ACA00 @FIN DIR RECEIVED c ®ATTORNEY �rFIRE CHIEF 7am% �. ® CLERK ORIG 92 POUCE 0 FW DIR .IUN 1 6 2006 13 DEPT HEADS 8 REC DIRCHF SLO CiTY CLERK Er>�E� raj LI DIR Ties '"rE $ HR DIA MEMORANDUM -W-i4 4 o From the Office of the City Attorney June 15, 2006 RED FILE To: Mayor and City Council MEETING AGENDA DA 4 � 04TEM #_Ly _ Via: Ken Hampian, City Administrative Officer From: Jonathan P. Lowell, City Attorney Shelly Stanwyck, Assistant City Administrative Officermt Subject: Business Item 4, City Council Meeting of June 20, 2006, Amended Reimbursement Agreement with Costco for Realignment of Calle Joaquin Attached is the First Amendment to Reimbursement Agreement for Realignment of Calle Joaquin South. Here is a brief synopsis of its terms to assist you as you review the document. 1. The recitals explain why the parties are modifying the current agreement. 2. Section 1 provides that we are replacing current Exhibits A and B to the original agreement with new ones. New Exhibit A contains the Los Osos Valley Road/U.S. 101 Interchange Sub Area reflecting the addition of the Avila Ranch property and the new Los Osos Valley Road/U.S. 101 Interchange Sub Area Fees adopted by the Council in September 2005. New Exhibit B is a spreadsheet reflecting the latest estimates of costs associated with the project. 3. Section 2 clarifies that Costco's Sub Area TIF payment shall be $1,681,000, which is Costco's fair share under the new sub area fees in Exhibit A. 4. Section 3 provides that the City approves the updated cost estimate for design and permit costs for the wetlands mitigation associated with the realignment, and that if those costs increase, Costco shall bear those increased costs without reimbursement. Increased land acquisition costs, however, will be subject to reimbursement by the City if such costs are advanced by Costco. 5. Section 4 further clarifies that the land acquisition costs will exceed the previously anticipated$186,000 amount and will be subject to reimbursement by the City if such costs are advanced by Costco. 6., Section 5 addresses costs of wetlands mitigation monitoring if the ACOE does not allow City personnel to perform this work. The anticipated cost to be advanced by Costco and reimbursed by the City is $243,363. 7. Section 6 sets forth the agreed upon new cost for the project. 8. Section 7 is a slightly modified change order process. Smaller change orders are to be addressed at the staff level within 10 days. Change orders above$100,000 must be considered by the City Council within 45 days. Page 2 Re: Business Item 4; City Council Meeting of June 20, 2006 9. Section 8 makes clear that fees collected from other benefited properties shall be collected in accordance with new Exhibit A;and reimbursed to Costco pursuant to the terms of the Reimbursement Agreement. 10. Section 9 modifies the current Reimbursement Agreement to provide that sub area fees shall be increased annually in the same manner as other City fees. Under the existing Reimbursement Agreement, the increase is tied to the San Francisco-Oakland CPI index, thus necessitating additional calculations for this particular fee.. 11. Section 10 makes a minor convection and provides that the parties will meet to discuss an additional amendment to the Reimbursement Agreement concerning a potential plan to allow auto dealers to finance payment of sub area TIF fees differently, e.g. through partial deferral of fees upfront with a later balloon payment. This plan was briefly mentioned to Council in the TIF update provided at the May 2, 2006 City Council meeting. (By the way,pro tanto is Latin for"to that extent",.) Attachments 1 1 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT FOR REALIGNMENT OF CALLE JOAQUIN SOUTH THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT FOR REALIGNMENT OF CALLE JOAQUIN SOUTH ("First Amendment") is made effective as of June _, 2006, by and between THE CITY OF SAN LUIS OBISPO, a charter city .and municipal corporation of the State of California (the "City") and COSTCO WHOLESALE CORPORATION, a Washington corporation ("Costco"). As a condition of approval of its warehouse project in the City (the "Costco Project"), Costco was required to (i) obtain all necessary permits for the Calle Joaquin Realignment of Calle Joaquin South (the "Calle Joaquin Realignment"), (ii) enter into a construction contract for the Calle Joaquin Realignment, (iii) post a completion bond, and (iv) complete the Calle Joaquin Realignment within two (2) years following satisfaction of all Army Corps of Engineers permit conditions necessary to the commencement of construction of the Calle Joaquin Realignment. The Calle Joaquin Realignment is the first phase of a larger Los Osos Valley Road/Highway 101 interchange project (the "Interchange.Improvements"), for which the City has established a sub-area traffic impact fee program (the "Sub-Area TIF"). The parties agreed that Costco would advance the costs incurred in connection with obtaining right of way for, designing, entitling and permitting, and constructing the Calle Joaquin Realignment, including, without limitation, costs of wetland and other mitigation measures. The parties acknowledged that the costs that would be advanced by Costco would substantially exceed the costs associated with the Calle Joaquin Realignment and the Interchange Improvements that were fairly attributable to the fair share impacts of the Costco Project (the "Costco Sub-Area TIF"). The City and Costco entered into that certain Reimbursement Agreement for Realignment of Calle Joaquin South, dated February 25, 2005 (the "Reimbursement Agreement"), pursuant to which the City agreed to reimburse Costco from collection of fees under the Sub-Area TIF for costs incurred in connection with the Calle Joaquin Realignment in excess of the Costco Sub-Area TIF. The Reimbursement Agreement determined the amount of reimbursable costs in connection with the Calle Joaquin Realignment, subject to a change order procedure for cost increases under which the City shall not unreasonably withhold its approval, provided that it is reasonable for the City to deny any change order resulting from a cause other than unforeseen conditions or City-initiated changes. Since the execution of the Reimbursement Agreement, anticipated costs for the Calle Joaquin Realignment and for the Interchange Improvements have increased at higher rates than anticipated by the parties; construction to accommodate recognition of more complex site conditions; permit requirements and other cost factors for the Calle r ) J Joaquin Realignment have changed from those anticipated in the Reimbursement Agreement; and the City has requested certain design changes. As a result of these circumstances, Costco has requested a change order to increase the reimbursable costs of the Calle Joaquin Realignment. The City has questioned whether some items included in Costco's proposed change order should have been foreseen at the time of the Reimbursement Agreement, whereas Costco has presented evidence to support its position that the increased costs result from circumstances that could not have been foreseen at the time of the Reimbursement Agreement. The parties have agreed to resolve these differences by Costco not seeking a change order with respect to certain soft costs incurred or to be incurred in connection with the Calle Joaquin Realignment, by the City approving the change order with respect to other increased costs of the Calle Joaquin Realignment, and by Costco agreeing to have the Costco Sub-Area TIF re-calculated to reflect the recently revised Sub-Area TIF currently applicable to other property owners in the area. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Costco hereby amend the Reimbursement Agreement as follows: 1. Exhibits. Exhibits A and B to the Reimbursement Agreement are replaced by Exhibits A and B attached hereto. 2. Costco Sub-Area TIF. The Costco Sub-Area TIF shall be $1,681,000, and this number shall apply for the purposes of and replace the $910,000 amount previously specified in the Reimbursement Agreement. 3. Costs of Calle.Joaauin Realignment and Wetlands Mitigation: Design and Permitting Costs. Section 1(a) of the Reimbursement is revised to read as follows: Costco has submitted, and the City approves, the design, permitting and acquisition costs incurred or quantified through February 2005, in the amount of $1,050,900 for the Calle Joaquin Realignment as shown on line 11 of Exhibit B (the "Spreadsheet"). While Costco anticipates incurring future costs for design and permitting in at least the amount shown on lines 41 through 48 of the Spreadsheet, Costco agrees to bear all such cost increases without reimbursement. Line Item 19 is for fees to City acquisition consultants advanced by Costco for future reimbursement by the City in Reimbursement Payments. Costco may advance these costs for City acquisition consultants, with right of reimbursement, upon approval and submission to Costco by the City Attorney of invoices from the City's acquisition consultants; these costs and the costs of the actual land acquisition shall be exempt from the change order procedures provided in the Reimbursement Agreement as amended by the First Amendment. 2 4. Costs of Calle Joaquin Realignment and Wetlands Mitigation: Acquisition Costs. Section l(b)(i) is revised to read as follows, with subsections (ii) and (iii) remaining unchanged: The parties acknowledge that the sum of $186,000 included within the total Soft Costs at Line 11 of the Spreadsheet is an amount for acquisition of right of way based on an appraisal of the interest to be acquired from one affected landowner(Hansen), and it is subject to adjustment beyond the control of the City or Costco. Accordingly, Costco shall advance and the City shall reimburse Costco for the actual acquisition cost for the Hansen property, and the amount thereof shall be exempt from the change order procedure under the Reimbursement Agreement as amended by the First Amendment. 5. Costs of Calle Joaquin Realignment and Wetlands Mitigation: Miti ag tion Monitoring. Contrary to the assumptions made at the time that the Reimbursement Agreement was entered into, the ACOE has not approved the City undertaking and performing much of the mitigation monitoring activities for the Calle Joaquin Realignment, and the ACOE substantially increased the mitigation and .monitoring requirements above anticipated levels. On the other hand, no fairy shrimp mitigation is required. Accordingly, Section 1(c) of the Reimbursement Agreement is revised to read as follows: The amount of $243,363 per line 33 of the Spreadsheet is approved as of the date of this First Amendment as the cost of wetland mitigation monitoring, subject to change orders as provided in Section 2 of the Reimbursement Agreement as amended by the First Amendment. 6. Costs of Calle Joaquin Realignment and Wetlands Mitigation: Construction Costs. Section 1(d) of the Reimbursement Agreement is revised to read as follows: The amount of$5,160,970 per line 7 of the Spreadsheet is approved as of the date of this First Amendment as the aggregate of the Calle Joaquin Construction Budget and the Wetlands Construction Budget, subject to change orders as provided in Section 2 of the Reimbursement Agreement as amended by the First Amendment. 7. Change Order Procedure. Following satisfaction of ACOE permit conditions for site access, Costco and its consultants have had access to the site that was not available at the time the Reimbursement Agreement was executed. Investigations enabled by this access have revealed the conditions that have resulted in much of the increased costs reflected in Exhibit B to this First Amendment. With the investigations since the ACOE permit conditions were satisfied, the site of the Calle Joaquin Realignment has been studied carefully, and the parties expect that most unforeseen conditions have been eliminated. Nevertheless, some unforeseen conditions might arise. 3 Accordingly, and consistent with other provisions of this First Amendment, Section 2 of the Reimbursement Agreement is revised to read as follows: There shall be no increase in cost from the amount shown on Line 35 of the Spreadsheet as the aggregate of the Calle Joaquin Construction Budget, the Wetlands Construction Budget and the wetlands mitigation monitoring costs unless the increase is reflected in a change order approved by Costco and City or excepted from such approval pursuant hereto. The only change orders excepted from City approval are (a) those in which Costco shifts cost savings from one line item of a component of the Line 35 total to another line item, (b) those for which Costco does not seek reimbursement from the City, and (c) those incurred by City acquisition consultants and as the cost of acquiring right of way pursuant to Section 3 (with respect to Line Item 19) and Section 4 of this First Amendment. Costco and the City Engineer together may approve a cost change order (as opposed to a design change order) if the cost increase above the Line 35 total is Twenty-Five Thousand Dollars ($25,000). Costco and the City Administrative Officer together may approve a cost change order (as opposed to a design change order) if the cost increase above the Line 35 total is One Hundred Thousand Dollars ($100,000) or less. Any change order in excess of $100,000 shall be submitted to the City Council for its consideration. If Costco is prepared to approve a change order not excepted from City approval pursuant to the foregoing, Costco shall submit the change order proposal to the City for approval with a categorization of those changes necessitated by unforeseen conditions and those necessitated by City-initiated conditions. The City's approval shall not be unreasonably withheld, delayed or conditioned; provided it shall be reasonable for the City to deny any change order resulting from a cause other than unforeseen conditions or City-initiated changes. The City shall accompany any rejection with a written statement of the basis therefor. To the extent the change order does not require City approval of a design revision, Costco may proceed with the work covered by the change order pending City approval of the change order, or even after City rejection of the change order, but Costco shall do so at its own risk to the extent that the City raises valid objections to the change order proposal. Any change order that is submitted to the City for approval shall be deemed accepted if not accepted or rejected by the City within ten (10) days of such submittal, provided, however, any change order submitted to the City Council for consideration shall be deemed accepted if not accepted or rejected by the City Council within forty five (45) days of such submittal. 8. Collection of Sub-Area.TIF Fees. The second sentence of Section 3 of the Reimbursement Agreement is revised to read as follows: "Such Sub-Area TIF fees shall be the amount for each Benefited Property indicated on the Reimbursement Map and Rate Sheet attached as Exhibit A to the First Amendment, adjusted in accordance with Section 4 of the Reimbursement Agreement or any adjustment provisions within or modifications to the Sub-Area TIF program, whichever is greater." 4 r 9. Apureciation Factor. Section 4 of the Reimbursement Agreement is revised to read as follows: Without limiting any right of the City otherwise to modify the Sub-Area TIF program, the Sub-Area TIF fees for each Benefited Property will be automatically adjusted on July 1, 2006, and on July 1 of each subsequent year by the annual percentage change in the U.S. Consumer Price Index, All Urban Consumers (or comparable successor index, if applicable) for the prior calendar year. Similarly, the balance of the Reimbursement Payments remaining due hereunder as of July 1 of any year will be automatically adjusted on the July 1 following substantial completion of the Calle Joaquin Realignment and on July 1 of each subsequent year by the annual percentage change in the U.S. Consumer Price Index, All Urban Consumers (or comparable successor index, if applicable) for the prior calendar year. 10. Time of Reimbursement. In the second sentence of Section 5 of the Reimbursement Agreement, the reference to the appreciation factor in "Section 6" is corrected to "Section 4". Additionally, Costco and the City agree to meet and confer within ninety (90) days after the date of this First Amendment regarding a possible further amendment to the Reimbursement Agreement to allow a City program for partial deferral and financing of Sub-Area TIF fees that would be collected from automobile dealers locating in the Sub-Area, with a resulting pro tanto deferral of Sub-Area TIF fees available for the Reimbursement Payments. 11. Notices. The address for a copy of the notice to Costco is revised to read as follows: Preston Gates &Ellis LLP 55 Second Street, Suite 1700 San Francisco, CA 94105 Attention: David B..Franklin Fax No.: (415) 882-8119 12. Commencement of Construction. Provided this First Amendment has been approved and executed by and is binding on both of the parties by June 23, 2006, Costco shall commence construction of the Calle Joaquin Realignment by July 5, 2006. 13. Construction of this.First.Amendment. Except as expressly modified by the First Amendment, the Reimbursement Agreement shall continue in full force and effect. Unless otherwise defined in this First Amendment, all terms defined in the Reimbursement Agreement shall have the same meaning when used in this First Amendment. 14. Counterpart and Faxed Sianatures. This First Amendment may be executed in multiple counterparts, each of which shall be deemed a duplicate original, and all of which, taken together, shall constitute one and the same instrument. This First 5 Amendment may be executed and delivered by facsimile or email transmission and such facsimile or email transmission shall have the same effect as the delivery of original counterparts. [SIGNATURES FOLLOW ON NEXT PAGE] 6 THIS FIRST AMENDMENT is executed as of the date and year first above written. CITY: CITY OF SAN LUIS OBISPO By: Ken Hampian City Administrative Officer ATTEST: Audrey Hooper, City Clerk APPROVED AS TO FORM: Jona ian P. Lowell, City Attorney COSTCO: COSTCO WHOLESALE CORPORATION a Washington corporation By: Its: 7 i �i dt i Vnn � �. oil ►, �: _�II�IA7�„/`)) �I i •`1 �,j,.� 111 :��_ �` 1 � • EXHIBIT "Aff TRANSPORTATION B4PACT FEES LOS OSOS VALLEY ROADIUS 101 INTERCHANGE SUB AREA FEES Land(he UriiE N¢v'T�ee Witri:etvMA iltineh SFR DweMng Unit $4,972 MFR Dwelling Unit 1 $3,266 Retail Square foot $ 12.00 Retail Auto Square foot $9.78 Motel/Hotel Room $2,710 Business Park Square Foot $6.30 Manufacturing Square Foot $3.61 Service Commercial Square Foot $7.31 Other PM Trip $4,874 Nota Due to the variety of uses possible in Service Commercial,fee is based upon nE Land Us&l)rip Estinntes for Office Park Designation. Calle Joaquin Off-Site Reimbursement Agreement Cost Spreadsheet Exhibit "B" Construction Related Costs Amount Calle Joaquin Realignment Construction Costs (based on 5-2-06 bid) $ 4,651,781 Wetland Mitigation Construction Required by ACOE (Boysen Ranch Wetland Construction) $ 99,022 PG&E/AT&T Utility Construction $ 22,000 Construction Sub Total $ 4,772,803 7% Construction Contingency $ 334,096 3% Inflation Factor (amt. from original agreement) $ - 54,071 Total Calle Joaquin Construction Costs $ 5,160,970 Soft Costs (Contained in Reimbursement Agreement of 2/21/05) Amount Soft Costs contained in Reimbursement Agreement and Incurred as date of the original agreement of 2/21/05 $ 1,050,900 Total.Soft Cost Incurred to Date $ 1,050,900 Soft Costs (Est. Future Expenses based on ACOE Permit Req. per 2/21/05 Agreement) Fixed Costs Preston Gates& Ellis (formerly Berg & Parker) $ 20,000 MulvannyG2 Architecture $ 8,800 Morro Group $ 22,020 Cannon Associates (Agency Permitting Services) $ 7,000 Cannon Associates (Engineering & Const. Admin. Services) $ 73,000 Property Acquisition Consultants- City contract (Note: work is still ongoing by city's— consultant and additional cost will be incurred) $ 49,945 Construction Sub Total $ 180,765 7% Construction Contingency (applies to Cannon Const. Admin Services only) $ 5,110 Total Calle Joaquin Soft Costs $ 185,875 Wetland & Fairy Shrimp Soft Costs (Add. costs to be absorbed_ by the City as a reim_b_. expense, or in-kind service) Amount Fairy Shrimp Fairy Shrimp Mitigation Construction & Mitigation $ _ Fairy Shrimp mitigation construction $ _ Fairy Shrimp 5-yr. post construction monitoring $ _ Wetland Mitigation Monitoring Boysen Ranch Wetland 5-Year Monitoring Requirement $ 123,898 3-Yr. Monitoring of temp. disturbed wetland area for Calle Joaquin construction $ 9,000 ---- - — - Calle Joaquin wetland impact monitoring required by ACOE during construction (Balance Hydrologics hydrology monitoring, materials testing of street construction by Kleinfelder, Morro Group const. monitoring and revegetation assistance) 1 $ 110,465 Total of Additional Costs $. 243,363 TOTAL OF ABOVE COSTS $ 6,641,108 LESS REVISED TIF OBLIGATION ($910,000 + $771,000) $ 1,681,000 NET REIMBURSEMENT AMT. $ 4,960,108 6/7/2006 9:52 AM Page 1 of 2 EXHIBIT „Br► J ESTIMATED SOFT COSTS TO BE ABSORBED BY COSTCO Estimated (Costco will be responsible for all additional soft costs) Amount Preston Gates & Ellis (formerly Berg & Parker) _ $ 37,654 MulvannyG2 Architecture $--- 41,200 Morro Group $ 25,230 Cannon Associates (Agency Permitting Services) $ 8,000 Cannon Associates (Engineering & Const. Admin. Services) $ 10,370 --- -- -= Boysen Ranch Wetland 5-Year Monitoring Requirement $ - 3-Yr. Monitoring of temp. disturbed wetland area for Calle Joaquin construction $ - Calle Joaquin wetland impact monitoring during construction (Kleinfelder geotechnical s_tu_d_ies of existing conditions) $ 5,100 TOTAL ESTIMATE OF FUTURE SOFT COST $ 127,554 ADDITIONAL TIF FEE TO BE PAID BY COSTCO (amount already included in"Less Revised TIF Obiligabon"line item) $ 771,000 TOTAL OF EST.ADDITIONAL COSTS TO BE INCURRED BY COSTC01 $ 898,554 6!7/2006 9:52 AM Page 2 of 2 council ua✓E 200 aGEnaa gepom CITY OF SAN LUIS OBISIP/O FROM: Audrey Hooper, City Clertr SUBJECT: NOVEMBER 7,2006, GENERAL MUNICIPAL ELECTION CAO RECOMMENDATIONS: 1) Adopt a resolution calling and giving notice of a General Municipal Election on Tuesday, November 7, 2006, and adopting regulations pertaining to candidates' statements. 2) Adopt a resolution requesting the San Luis Obispo County Board of Supervisors to consolidate the November 7, 2006, General Municipal Election with the Statewide General Election to be held on that date. DISCUSSION Background Section 302 of the City Charter establishes the first Tuesday after the first Monday in November of even-numbered years as the date for the City's General Municipal Election for the election of Mayor and two Council Members. In addition; provisions of the State Elections Code and the City Election Campaign Regulations (M.C. § 2.40.090) contain provisions related to the printing and distribution of candidates' statements in the ballot pamphlet. Resolutions The resolution calling the election also includes provisions related to candidates' statements. In particular, Section 2 of the resolution allows for the filing of a 200 word candidate's statement. In accordance with Council action at its meeting of June 7, 2005, Section 3 of the resolution includes language requiring that candidates pay for the inclusion of his/her candidate's statement in the ballot pamphlet. The estimate for printing a candidate's statement in the ballot pamphlet in English is $330 and for printing in Spanish is$490. The resolution requesting consolidation allows the City to combine its election with the Statewide election and avoid duplication of printing and mailing of sample ballots, computer tabulation, precinct workers and canvassing results. Other requirements, including additional City legal advertising as called for in the City's Election Campaign Regulations will be performed by the City Clerk. All filings, including Candidates' Statements of Qualifications, Statements of Economic Interests, and Campaign Disclosure Statements,will be processed through the City Clerk's Office. General Municipal Election-November 7, 2006 2 FISCAL IMPACT The cost of the election will be influenced by the number of candidates filing for elected office. It is estimated that the election will cost approximately$30,000. This estimate is based on eight candidates and one ballot measure. There is sufficient money set aside in the City Clerk's Election budget to pay those costs. Attachments: 1. Excerpt from Election Campaign Regulations(M.C. § 2.40.090) 2. Excerpt from June 7, 2005, Council Meeting Minutes 3. Resolution Calling Election 4. Resolution Requesting Consolidation Cz - z GA702-01 Elections\ELECTION 2006\Election Staff Reports\Agenda Report Calling Election 06-20-06.doc ATTACHMENT 1 Excerpt from Municipal Code§ 2.40 -Election Campaign Regulations 2.40.090 Responsibilities of city clerk. A. Duties.In addition to any other duties required of the city clerk under this chapter,the city clerk shall: I. Prescribe and furnish,without charge,appropriate forms for all campaign statements,documents and reports required to be filed by this chapter. 2. Determine whether required statements and declarations have been filed and,if so,whether they conform on their face with the requirements of this chapter. 3. Promptly notify all persons who have failed to file a statement in the form and at the time required by this chapter. 4. Report, in writing,apparent violations of this chapter to the city attorney. 5. Place a timely advertisement(s)in a newspaper of general circulation in the city of San Luis Obispo advising the public that a person(s)supporting or opposing a candidate(s)or a measure(s)through newspaper or other advertisements may be subject to city reporting requirements. 6. Compile and maintain a current log of all filed statements pertaining to each reporting committee. 7. Provide an appropriate form,,and prescribe a date for submission,which allows any candidate to , / file a two-hundred-word ballot statement of qualifications and/or descripfion of his/her stand on issues. V/ Such statement shall be on a form provided by the city clerk in accordance with any other provision as set forth by Elections Code Section 13307 et seq. R '- ATTACHMENT 2 City Council Meeting Page 6 Tuesday, June 7,2005, 6:30 p.m. Rob Bronte, San Luis Obispo,suggested the time should be 11 p.m. Lydia Mourenza, San Luis Obispo,expressed concern about the impact of the district on Luneta residents. Jim.Anderson, San Luis Obispo,supported the district but agreed that the time should be changed to 10 p.m. Kathy Shapiro,San Luis Obispo, opposed the parking district, but said if it is established,the restriction should begin at 10 or 11 p.m. Noelle Middlecamp,San Luis Obispo,read a letter from Jay Wolf in support of the proposed district. Nelma Anderson, San Luis Obispo,expressed concern about the area of Serrano where the road narrows,which will limit parking availability,and said she favors the 10 p.m.to 6 a.m. restriction. —end of public comments— Staff responded to the concerns raised,discussed the results of the survey which prompted staff to recommend the 6 p.m. parking restriction,and explained that the proposed parking district would not preempt the current parking situation where the road narrows on Serrano. ACTION: Moved by Settle/Brown to 1. Adopt Resolution No. 9691 (2005 Series) establishing a residential parking permit district on the 80 to 100 block of Palomar and the 500 to 600 block of Serrano from 10:00 p.m.to 6:00 a.m.,7 days a week. 2. Appropriate$1,300 from the un-appropriated Parking Fund working capital reserve to fund the installation of appropriate signs, posts, permits and other miscellaneous costs to install the district; motion carried 5:0. Council recessed from 9:19 to 9:30 p.m.and reconvened with all members present. 3. CONTINUED REVIEW: PRELIMINARY 2005-07 FINANCIAL PLAN. Finance Director Statler presented the staff report. He reviewed the workshops and hearings held prior to this meeting on the 2005-07 Financial Plan, referenced the follow-up items indicated below,and said that the only action requested of Council at this meeting is related to the issue of candidate statements. 1. Candidate Statements. During the discussion that ensued, Council concurred with establishing a.200-word limit for the candidate statements, with the Spanish translation provided by the City Clerk's office upon request. However, Council Member Settle explained why he did not support the majority position of requiring candidates to pay the costs for their own statements. ACTION: Moved by Mulholland/Ewan to adopt a 200-word limit on candidate statements,to require candidates to pay the costs, and to direct the City Clerk to provide a Spanish translation to voters upon request at no charge; 4:1 (Settle opposed). 2. Response to SLOPOA Budget Reduction Alternatives. C2 JT ATTACHMENT 3 RESOLUTION NO. (2006 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO CALLING AND GIVING NOTICE OF THE HOLDING OF A GENERAL MUNICIPAL ELECTION TO BE HELD TUESDAY,NOVEMBER 79 2006, FOR THE ELECTION OF CERTAIN OFFICERS AS REQUIRED BY THE PROVISIONS OF THE CHARTER AND ADOPTING REGULATIONS FOR CANDIDATES' STATEMENTS WHEREAS, under the provisions of the Charter, a General Municipal Election shall be held on Tuesday,November 7, 2006, for the election of Municipal Officers; NOW,THEREFORE, BE IT RESOLVED that the Council of the City of San Luis Obispo does declare, determine and order as follows: SECTION 1. Pursuant to Section 302 of the City Charter, a General Municipal Election shall be held Tuesday, November 7, 2006, for the purpose of electing a Mayor for the full term of two years and two Council Members for the full term of four years each. SECTION 2. Pursuant to Election Code Section 13307 and Municipal Code Section 2.40.090(A)(7), each candidate may submit with the nomination papers a Statement of Qualifications of the candidate of no more than 200 words, which statement will be printed and mailed out with the sample ballot. SECTION 3. The candidate shall be required to pay for the cost of printing the candidate's statement in the voters' pamphlet. The City Clerk shall estimate the total cost of printing, handling, and mailing the candidates' statements filed pursuant to this section, and require each candidate filing a statement to pay in advance to the City his or her estimated pro rata share as a condition of his or her statement in the voters' pamphlet. Accordingly, the City Clerk is not bound by the estimate and may, on a pro rata basis, bill the candidate for any additional actual expense or refund any excess amount paid depending on the final actual cost. Said amount will include the cost for the translation and printing in the voters' pamphlet the statement in Spanish, if requested by the candidate. In the event of overpayment, the Clerk shall prorate the excess amount among the candidates and refund the excess amount paid within 30 days following notification by the Registrar of Voters office of the exact cost. The City Clerk will, however, at no extra cost, make copies available in the City Clerk's office of a Spanish translation of the candidates' statements upon request. SECTION 4. That the ballots to be used at the election shall be in form and content as required by law. ATTAcFIMENT 3 Resolution No. (2004 Series) Page 2 SECTION 5. That the polls shall be open at seven o'clock a.m. of the day of the election and shall remain open continuously from that time until eight o'clock p.m. of the same day when the polls shall be closed, except as provided in Section 14401 of the Elections Code of the State of California. SECTION 6. That the City Clerk shall certify to the passage and adoption of this resolution. Upon motion of , seconded by and on the following roll call vote: AYES: NOES: ABSENT: The foregoing resolution was adopted this 20th day of June 2006. David F. Romero,Mayor ATTEST: Audrey Hooper City Clerk APPROVED AS TO FORM: Jonathan P. Lowell City Attorney 4!�lz - � ATTACHMENT 4 RESOLUTION NO. (2006 SERIES) A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS OBISPO REQUESTING THE SAN LUIS OBISPO COUNTY BOARD OF SUPERVISORS TO CONSOLIDATE THE GENERAL MUNICIPAL ELECTION ON TUESDAY, NOVEMBER 79 2006, WITH THE STATEWIDE GENERAL ELECTION TO BE HELD ON THAT DATE WHEREAS, the City Council of the City of San Luis Obispo has called a General Municipal Election to be held on November 7, 2006, for the purpose of the election of certain officers; and WHEREAS, Section 302 of the City Charter establishes November of even-numbered years as the date for conducting the City's General Municipal Election; and WHEREAS, it is desirable that the General Municipal Election be consolidated with the Statewide General Election to be held on the same date and that within the City the precincts, polling places and election officers of the two elections be the same, and that the County Election Department of the County of San Luis Obispo canvass the returns of the General Municipal Election and that the election be held in all respects as if there were only one election; NOW,THEREFORE,BE IT RESOLVED that the Council of the City of San Luis Obispo does declare, determine and order as follows: SECTION 1. Pursuant to the requirements of the Section 10403 of the Elections Code, the Board of Supervisors of the County of San Luis Obispo is hereby requested to order the consolidation of the General Municipal Election with the Statewide General Election to be held on Tuesday,November 7, 2006. SECTION 2. The Board of Supervisors is requested to certify the results of the canvass of the returns of the General Municipal Election to the Council of the City of San Luis Obispo, which shall thereupon declare the results thereof. SECTION 3. The Board of Supervisors is hereby requested to issue instructions to the County Clerk and Registrar of Voters to take any and all steps necessary for the holding of said General Municipal Election. The City will pay its pro rata share of extra costs incurred by the County in consolidating the elections pursuant to Section 51350 of the Government Code. SECTION 4. The City Clerk is hereby directed to file certified copies of this resolution with the Board of Supervisors, the County Clerk and the Registrar of Voters of the County of San Luis Obispo. ATTACHMENT 4 Resolution No. (2006 Series) Page 2 SECTION 5. The City Clerk shall certify to the passage and adopt of this resolution. Upon motion of seconded by and on the following roll call vote: AYES: NOES: ABSENT: The foregoing resolution was adopted this 20th day of June 2006. David F. Romero,Mayor ATTEST: Audrey Hooper City Clerk APPROVED AS TO FORM: Jonathan P. Lowell City Attorney cz-� council Mw,D� j acEn6a Pepont '�Nu ju. cc3 CITY OF SAN LUIS OBISPO FROM: John Moss, Utilities Director Prepared By: Ron Munds, Utilities Conservation Coordinator SUBJECT: COLLECTION OF DELINQUENT SOLID WASTE COLLECTION AND DISPOSAL ACCOUNTS CAO RECOMMENDATION Adopt a resolution authorizing the San Luis Obispo County Assessor to assess the amounts due to San Luis Garbage Company on delinquent accounts for provision of solid waste collection and disposal services as described within Municipal Code Section 8.04.070 as liens against the properties involved. DISCUSSION Based on the need to protect public health and safety, the Municipal Code determines that occupants of all developed properties within the City benefit from regular periodic collection of solid waste. Section 8.04.070 of the Municipal Code establishes the following: 1. That all developed properties in the City must use the solid waste collection and disposal service provided by the City's franchisee. 2. That the franchisee is responsible for collecting all fees for the service. 3. That owners of developed properties are ultimately responsible for paying for the service. 4. That once each year the franchisee may take actions to collect from delinquent solid waste collection and disposal accounts. 5. That, after the franchisee has completed the actions established within the Municipal Code, the City will adopt a resolution authorizing the San Luis Obispo County Assessor to assess the amounts due on delinquent accounts as liens against the properties. San Luis Garbage Co. has taken the actions prescribed within the Municipal Code to collect delinquent solid waste collection and disposal accounts. In adherence with the Municipal Code, the San Luis Garbage Company has presented to the City a list of property owners whose accounts are more than 120 days past due,has sent certified letters to these property owners requesting payment, and has presented the City with a list of property owners as reflected in the resolution whose accounts are still past due. Additionally, Utilities Conservation staff has sent a separate notification to property owners on the list to inform them of the action being taken by the Council. The attached resolution authorizes the San Luis Obispo County Assessor to assess the amounts due on delinquent accounts as liens against the properties. L/1 Council Agenda Report—Delinquent Solid Waste Accounts Page 2 CONCURRENCES This process is consistent with the procedure prescribed within the Municipal Code Section 8.04.070. FISCAL IMPACT There is no fiscal impact to the City. The Municipal Code states that the costs of any fees charged by the San Luis Obispo County Assessor to lien the affected properties will be borne by the franchisee. ATTACHMENTS Resolution C.3 -z Attachment l RESOLUTION NO. (2006 Series) RESOLUTION OF THE CITY OF SAN LUIS OBISPO AUTHORIZING THE SAN LUIS OBISPO COUNTY ASSESSOR TO ASSESS AMOUNTS DUE ON DELINQUENT SOLID WASTE COLLECTION AND DISPOSAL ACCOUNTS AS LIENS AGAINST THE PROPERTIES WHEREAS, Section 8.40.070 of the San Luis Obispo Municipal Code establishes that all developed properties in the City must use the solid waste collection and disposal service provided by the City's franchisee, that the franchisee is responsible for collecting fees for the service, and that owners of developed properties are responsible for paying for the service; and WHEREAS, Section 8.04.070 of the Municipal Code further provides a method by which, once each year, the franchisee may take actions to collect fees from the owners of developed properties involved in delinquent solid waste collection and disposal accounts; and WHEREAS, The franchisee, San Luis Garbage Company, has taken the actions required within the Municipal Code to collect fees from delinquent accounts as certified by franchisee and incorporated herein. BE IT RESOLVED that the City Council of San Luis Obispo hereby authorizes the San Luis Obispo County Assessor to assess the amounts due on delinquent accounts as established and certified by the franchisee San Luis Garbage Company as liens against the developed properties listed below. c3 - .� Resolution-Liens on Delinquent Solid Waste Accounts Attachment 1 Page 2 Property Owner Parcel Number Property Address Amount James H.Benner _1003-581-031 !1910 Fixlini _ $ 226.46 Cathy_Betts 1052-125-008_ 2011 Hays — $$ 96.36 ,joys.D. Clogston 052-291-001 —_ {301 Cerro Romauldo ( $ 143.34 Valana Woodward x001-124-023 __j6l8,lohnson $ 199.66 GaryCully 1053-245-001_ — _ 1945 Del Rio $ 500.50 E duardo &Maria De ado 004-413-015 '1867 Huasna �$ 403.52 ,john F.Fitzpatrick Jr. 001-182-008 1397 Broad $ —248.90 Steve P.&Regina C.Goss 003-625-004 11721 Nipomo $ 157.34 Doris Greenwood 052-504-018 1550 Highland $ 167.50 Robert Gonzales 003-571-011 11156 Iris $ 115.08 Laura M.King 1053-300-024 11283 Chaparral $ 374.76 Paul R&Diane Kwong 1004-912-032 1556 Mitchell $ 89.14 BanyLajoie 1004-782-020 12608 Augusta $_141.90 ,john P. SherryA.Merino 1003.566-018 1780 johnson $ 763.84 Skene Moody 003-687-071 12151 Sierra _ $ 130.16 Dona K.Noe 052-041-065 1748 Foothill $ 301.68 Dona Noe 052-133-029 _ 12176 Santa Ynez $ 108.18 Vernon&Midtelle Phillips 002-415-002 857 mill $ 226.74 Robin L.Rossi 002-434-002 1009Monterey $ 907.64 Anthony A. &Gloria Sarins003-722-025 1266 Sandercodt $ 148.34 Gene A.&Laura E.Stewart 004-671-002 13114 Rose Avenue $ 437.22 Eric B.Tomac 001-184-007 1755 Center $ 238.80 Marcus We Vonengel1001-132-0241710 California �371.84 ason&Rebecca Waddel 004-401-018 11536 New ort 1 $ 230.40 Upon motion of seconded by and on the following roll call vote: AYES: NOES: ABSENT: the foregoing resolution was adopted this day of , 2006 ATTEST: City Clerk Audrey Hooper Mayor David F. Romero APPROVED AS TO FORM: City Attorney Jonathan P. Lowell `3 —� 1 council �E j acEnaa RepoRt It.N..6a `/ CITY OF SAN LUIS OBISPO / FROM: Betsy Kiser,Parks&Recreation Director Prepared by: Linda Fitzgerald,Recreation Manager SUBJECT: 2007 AMGEN TOUR OF CALIFORNIA PARTICIPATION AGREEMENT CAO RECOMMENDATION Approve agreement with AEG Cycling for the City of San Luis Obispo's participation in the 2007 Amgen Tour of California cycling event and authorize the Mayor to execute the final agreement, contingent upon selection by AEG Cycling for San Luis Obispo to be a Host City. DISCUSSION Backeround In February 2.006, the inaugural Amgen Tour of California, a world-class professional cycling event,completed and began a stage of the race in San Luis Obispo. The response by the community was overwhelming. There was strong support from 350 volunteers and five major sponsors that added to the success of the event. On the day of the finish, it was estimated that 10,000 to 15,000 people lined City streets to welcome the riders as they completed the Queen Stage ofthe To at Monterey and Osos Streets. With the finish coming on a Thursday afternoon, foot traffic through Farmers' Market that evening was comparable to a summer Thursday market, with a number of people who stayed downtown after the race. As a part of being a Host City for the Tour of California, San Luis Obispo was given free commercial time on ESPN2, televised after the race to showcase the City to a national and international audience. Like all major events, improvements can be made and such issues as business access and the Farmer's Market start time have been debriefed and will be continuous areas of discussion in the coming months if we are selected as a Host City. Current Request The City of San Luis Obispo received a request for proposal from AEG Cycling and Medalist Sports in mid-May. Invitations to apply as a prospective Host City were given to all of the 2006 Host Cities along with another 15 cities interested in becoming a part of the Tour. The Local Organizing Committee comprised of City Parks & Recreation and Chamber of Commerce staff, as well as community volunteers interested in cycling, gathered the information and submitted the proposal in advance of the May 22 deadline. San Luis Obispo has asked to be a Host City again for both the Stage Finish and Stage Start on the Tour and also submitted a circuit race alternative. If only one option is to be awarded,the preference is to be a Stage Finish location. AEG and Medalist Sports are asking each Host City to absorb costs related to waste management, portable toilets, and meals for athletes and media, in addition to securing hotel rooms at a capped rate. These items were asked for in last year's agreement, but the Tour's representatives ultimately Cy-i i Amgen Tour of California Participation Agreement Page 2 chose to pick up the costs. In order to keep the costs down for the Tour, the sponsors are passing these costs back to the Host City. The Local Organizing Committee in San Luis Obispo received ample sponsorships to cover the costs for the Tour this past year and plans to secure enough money again this year to cover what the Tour is asking for. The City would only be responsible for those costs related to City operations, as outlined in the Fiscal Impact section. The agreement is similar to last year and the exhibits will be modified once the City is aware of its status for the 2007 Tour. The City will receive word the week of June 12 on whether it is a Host City for the 2007 Amgen Tour of California, and will advise the Council via memo as to the outcome. CONCURRENCES The Fire,Police, and Public Works Departments along with the Risk Manager concur with the CAO recommendation. The City Attorney's office has accepted the language in the agreement. FISCAL IMPACT The City will be expected once again to assist with the technical aspects including Police, Public Works, Fire, and Parks and Recreation support for event day, waive facility use fees for any City facilities, and absorb any permit fees and parking meter revenue. For the 2006 Tour, the cost for staffing in excess of regular work schedules and loss of revenue was $10,729.24. It is anticipated that costs for the 2007 Tour will be similar to 2006. (Although highly unlikely, should the Tour arrive/depart on a weekend, there would be additional overtime costs for Public Works, Fire, and Parks&Recreation support. If this is the case, staff will return to Council with new cost estimates.) 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 received sponsorships over $27,000 for the 2006 Tour to cover the expected costs, and received an additional $36,000 through in-kind services. The Local Organizing Committee has approximately $7,000 remaining from the previous year and will apply these funds towards 2007. Other than the initial costs identified for City services, the remainder of the items in the agreement will be covered by sponsorship money and in-kind services obtained through the Local Organizing Committee. ATTACHMENT 1) Amgen Tour of California City Participation Agreement COUNCIL READING FILE 2007 Amgen Tour of California Participation Agreement - Exhibit A of Agreement. GACAR Amgen.DOC cy-z - ATTACHMENT____ ._.__ AMGEN_TOUR OF CALIFORNIA CITY PARTICIPATION AGREEMENT (Stage : !NAME OF CITY]) This Amgen Tour of California City Participation Agreement(hereinafter referred to as the "Agreement") is entered into as of this—day of 72006, 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 City. AEG Cycling licenses to City(the"Host")the right to host the (the `-`Host Stage") for the Tour to be held in 2007. The 2007 Tour is scheduled to be held from through , 2007 and the Host Stage is scheduled to be held on 7200 7. 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 Cy-s ATTACHMENT 1 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 Location"). 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 , 2007 (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 anyway 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 (IO)Ancillary Events/Lifestyle Festival Liaison 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 2007 Planning Manual for the Tour to be furnished by AEG Cycling or Medalist to Host within a reasonable period of time following the execution of this Agreement. b. Publicity and Promotion. Host shall use its best efforts to publicize and promote the Tour and the Host Stage through all local media. 2 c y�/ (�� > ATTACHMENT 1 c. Host Obligation Specifications. Provide the following at the sole expense of Host in accordance with the operational and technical specifications set forth on Exhibit "A" (collectively,the "Host City 2007 Request for Proposal"): (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 and fees for operation of the Tour in Host's locale and presentation of the Host Stage, including but.not.limited to special' event permits, parking permits, road closure and use permits, alcohol permits, and concession sales permits; (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 Location. Host will assist Medalist and AEG Cycling in obtaining a design and layout of that portion of the City and county (if applicable) through which the Tour course will run and provide access to such course without imposition of any site fees. 3 4f y-s ATTACHMENT 1 e. Ambush-Free Zone. Host agrees to work with AEG Cycling and Medalist to create a zone which consists of the Host Stage Location and a radius around the Host Stage Location(the "Ambush-Free Zone") that shall be free from temporary merchandise vending, temporary advertising, and temporary signs and inflatable items. 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 Marketirs. 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 Location 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 designated public relations entity, including accommodating television broadcasters, sponsors, and other persons and entities to whom and to which AEG Cycling has granted and will grant rights. i. Tour Sponsor Recognition. Host agrees that Tour sponsors shall have the right to have recognition and visibility at the Host Stage Location and that AEG Cycling shall determine placement of signage, recognition and visibility. 4 ATTACHMENT 1 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 Location 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 commercially reasonable 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 use best efforts to respect the minimum requirements for the sport of cycling as defined by the various governing organizations over the sport of cycling and all other reasonable requirements established by AEG Cycling as set forth in the 2007 Planning Manual to be provided by AEG Cycling or Medalist to Host within a reasonable period of time following the execution of this Agreement. 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 AEG Cycling reserves the right to propose amendments to this Agreement to address 5 Cy- 7 ATTACHMENT 1 L' 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 Location 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. Location, 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 Location, 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 Location 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 Location. 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 and benefits to and for the benefit of Host (collectively referred to as the "Host Benefits"): 6 �y ATTACHMENT I a. Recognition. Include recognition for Host in the official Tour Guide, Tour web site, and in a press conference announcing that Host has agreed to serve as the host for the Host Stage of the Tour; b. Hospitality. Provide 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 Location, except as may be specifically set forth in Sections 6c and 7 of this Agreement. b. Expenses. Host agrees that it shall be responsible for the entire cost and expense of undertaking and performing those Host Obligations listed in Section 4(c) of this document and in otherwise discharging its obligations under this Agreement. c. Local Revenues. (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 -Location 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. 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 7 �y-y ATTACHMENT 1 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. Specific local sponsorship benefits will be provided upon execution of this Agreement. 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 current Tour Sponsor Categories is set forth on Exhibit `B"(which listing may be updated by AEG Cycling to add or delete sponsor categories). Pursuant to Exhibit"B", all potential local sponsors must be pre-approved by AEG Cycling's designated Tour Managing Director. 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. 8 ey /&I ATTACHMENT 1 (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. (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 4m of this Agreement, Host agrees that, in each and every transaction that the City 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. 9 41-11 ATTACHMENT 1 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, designated public relations entity, , the State of California, Union Cycliste Internationale ("UCI"), 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. Exculpation 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. 10 cyi,� ATTACHMENT 1 9. Licenses to Use Marks. a. Tour Marks. (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 Location. (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 11 ATTACHMENT 1 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 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. 12 ATTACHMENT 1 b. Host Marks. (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 13 �. ATTACHMENT 1 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. 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. 14 c y X/e � ATTACHMENT 1 c. All requests for approval, including representative samples of all advertising,promotional and other materials shall be sent to AEG Cycling at the address 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. 15 C, �� ATTACHMENT 9 (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 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's efforts 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. 16 Cy/� ATTACHMENT 1 C 15. Reservation of Rights. 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 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; 17 �y�9 ATTACHMENT 1 (7 (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 (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. By AEG Cycline. 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 18 Cy_2� ATTACHMENT 1 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 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 or selected. 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 19 cy�� L . ATTACHMENT � (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 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 termmi tion 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. Indeoendent 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; 20 G y-ZZ ATTACHMENT I (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 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 exclusions will include war; civil commotion, riot, martial law, seizure, or radioactive/nuclear contamination; poor event planning and management; fraud, misrepresentation or concealment. All event cancellation proceeds shall constitute the property of 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 (or in the event Host is self-insured, a program of insurance), 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: 21 c y— ATTACHMENT 1 (1) General Liability insurance with limits not less than$1,000,000 each occurrence and $2;000,000 in the aggregate. Such insurance shall include coverage for contractual liability, products-completed operations, personal and advertising injury, premises damage legal liability, liquor liability(if applicable), property damage and bodily injury liability (including death); (2) Auto Liability & Physical Damage insurance covering Claims arising out of the use, operation or maintenance of any vehicle (whether owned, non- owned, leased, hired or borrowed) by Host, with limits not less than$1,000,000 each accident combined single limit for bodily injury and property damage; (3) Workers' Compensation insurance covering Host's employees with limits as required by statutory law, including Employer's Liability coverage with limits not less than $1,000,000 each accident, $1,000,000 disease-each employee and $1,000,000 disease-policy limit; (4) Umbrella and/or Excess Liability insurance with limits not less than $3,000,000 each occurrence shall apply in excess of and on a following form basis to the primary Commercial General Liability, Automobile Liability and Employer's Liability policies; (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 22 G+y-27 ATTACHMENT I 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 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 Maieure. 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. 23 h/-2S #11 JAWMENT 26. Specific Performance. The duties, obligations and responsibilities of the Parties under this Agreement are unique, and, therefore, the Parties agree that monetary damages 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. 24 �y-z ATTACHMENT � c. Entire Agreement: Modifications. This Agreement constitutes the entire agreement of the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to the subject matter hereof. This Agreement may not be modified, amended or supplemented or otherwise changed, except by a written document executed by an authorized representative of each of the Parties hereto.. 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. 25 y�27 ATTACHMENT 1 1. Time of Essence. The Parties agree that time is of the essence in performing obligations under this Agreement. m. Exhibits. The documents attached hereto as exhibits are incorporated by reference herein and made a part of this Agreement as if fully set forth herein. 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.. 26 —,2 8" ATTACHMENT 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 By: Name: Title HOST: [NAME OF CITY] APPROVED AS TO FORM: By: - Name: THAN P. LOWELL Title: City Attorney 27 r . ATTACHMENT 9 EXHIBITS A Host City 2007 Request for Proposal B Sponsorship Formulation: - Benefits List -Tour Sponsor Categories C Tour Marks D Host Marks cy-36 _ ATTACHMENT EXHIBIT A Host City 2007 Request for Proposal (see attached) A-1 ATTACHMENT I. HOST CITY REQUIREMENTS—INDIVIDUAL TIME TRIAL As a partner of the Amgen.Tour of California, a Individual Time Trial Host City is REQUIRED to provide the following support and assume all related costs as part of their bid submission. RACE OPERATIONS POLICE SERVICES- Local (City and/or County) police services and related costs are the responsibility of the host city. 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. PUBLIC WORKS AND ROAD SERVICES - Local Public Works and Road Services are the responsibility of the host city. The city will absorb the cost for all services within the city limits. These services are necessary to support police efforts to ensure road closure and safety of the course. These services include: • Detours and detour equipment(ATOC will provide 6000 feet of start/finish fencing) • Barricades • Cones • Printing/posting of No Parking signs • Removal/restoration and street repair PERMIT SERVICES -All fees associated with 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; • Parking-both on and off street • Alcoholic beverages-consumption in public, if served at a start, from cups and cans, in a private VIP area • Road closures and use-closure and use of roads for setup and racing (includes permits for construction of staging, tents, wiring and electrical,portable generators, power equipment, and fork lift) • Special and Ancillary Events -pre-event and race day • Banners and Signs-hanging and display of pre-event, race day advertising, and sponsor banners. • Concession Sales -on-site merchandise and concession stands as requested by ATOC . EMT/EMS SERVICES- It is the responsibility of the host venue to provide EMT/EMS services for the general public the day of the Individual Time Trial. 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. RESIDENTBUSINESS NOTIFICATIONS —Host cities are responsible for notifying local residents and businesses of the impact of the tour including road closures, traffic advisories etc. A- I-6 Cy_3Z -� ATTACHMENT PORT-O-LETS—Host cities will secure port-o-let services or public restrooms during the day of the Individual Time Trial. The number of units (approx. 25, plus.2 handicap) and placement of the units will be mutually agreed upon by the host venue and the Tour's Technical Director. WASTE MANAGEMENT Host cities will provide waste management/trash removal services during the event and at the conclusion. LIFESTYLE FESTIVAL—The host venue is required to support the tour with the Lifestyle Festival by assisting with the following: • Allocation of a suitable area for the festival; • Handle all festival permits and associated fees; • Provide electricity and waste management; • Parking for vendors. AWARDS— • LOC will provide 8 floral bouquets to be used in the awards ceremony. HOTELS,PARKING AND MEALS (INDIVIDUAL TIME TRIAL VENUE) HOTEL ACCOMMODATIONS ROOM BLOCKS The host city hotel obligation applies to the following: Night before Stage Finish (advance crew and staff—200 people), requires 142 rooms (80 singles and 62 doubles). Rooms should be at one hotel within close proximity of the Finish Line area. Hotel should offer a breakfast meal. • Night of Stage Finish—for approximately 800 people, equating to approximately 525 rooms. The room blocks need to be as follows: • 315 Double/Double rooms • 210 Single Bed rooms The room block must be: • In no more than three locations, and • Minimum 3)-star hotel properties, and • Located in close proximity to each other. Hotels should offer meal service or be close to full-service restaurants. It is preferred that all hotels at least serve breakfast. ROOM RATES Room rates should not exceed$99, including all taxes and fees. MEALS • DINNER MEAL—The host city will provide the dinner meal the night of the Stage Finish, based upon menu specifications provided by the Tour's Operations director, for athletes and team support personnel only (approximately 288 people).. The dinner meal will be located at the Headquarter Hotel. A- I-6 4� y 13 ATTACHMENT I • BREAKFAST MEAL - The host city will provide the tour with a breakfast meal the morning after the Stage Finish for athletes and team support personnel only(approximately 288 people). The Tour's Operations Director will provide a specific menu for the team breakfast. The breakfast meal will be served at the Headquarter Hotel. • LUNCH MEAL - The host city will provide the tour with a lunch meal the day of the Overall Start stage, for the working media, approximately 35 people. The lunch meal should be located at the designated Media Office. AUXILIARY SPACES The host cities are responsible for providing the following auxiliary spaces within 24 hours leading up to the Stage Finish. • RACE OFFICE—Requires approximately 500 to 1,000 square feet and should be located at the Headquarter Hotel. Must have power, phone line, and wireless internet access. • MEDIA OFFICE - Requires approximately 500 to 1,000 square feet. Must have power, phone line, fax line and DSL and wireless internet access • PRESS WORK ROOM —Requires approximately 500 to 1,000 square feet. Must have power, DSL and wireless internet access • PRESS CONFERENCE—Requires approximately 1,500 square feet with theater-style seating for 300 people and a sound System with 7 Microphones and mult-box. • MEDICAL OFFICE - Suite at the Headquarter Hotel or a meeting room at Headquarter Hotel with a nearby bathroom • COMMISSAIRES MEETING ROOM— Small Conference room for approximately 8-10 people; close proximity to Finish line. • BICYCLE STORAGE —Requires approx 1,500 square feet that can accommodate all team bicycles and can be locked and secured. PARKING REQUIREMENTS • TEAM PARKING AND MECHANICS WORK AREA—Requires a sizable portion of the Headquarters Hotel parking lot with overnight Security. Each team travels with a motor coach, trailer and support vehicle and additional space is needed for mechanics to work on bikes. Must have access to water and power • TEAM PARKING AND STAGING AREA (AT TIME TRIAL START)—Approximately 50 vehicles • VIP/STAFF EVENT PARKING—Requires parking for approximately 100 vehicles within close proximity of start/finish locations day of event. A-I-6 ATTACHMENT I • FESTIVAL EVENT PARIQNG -Requires parking within close proximity of the start/finish area for approximately 150 vehicles for festival vendors. LOCAL ORGANIZING COMMITTEE (LOC) The host venue is required to form a Local Organizing Committee that best represents the interests of the host venue and the Tour. STRUCTURE - In order for the Amgen Tour of California (ATOC) to be successful at the local and international level, in terms of support, planning and execution in your community,the following positions are required for your host venue's LOC. Each of the positions outlined below will work directly in cooperation with their respective Tour counterpart—ongoing dialogue between the Tour and the LOC is necessary and invaluable. Chairperson Tour Venue Director point-of-contact - Significant community leader required for creating project support, community awareness and fundraising efforts. - Direct point of contact for Tour Venue Director and staff—liaison between TOC staff and LOC members. - Responsible for communicating Tour plans and directives to all LOC staff members. - Responsible for coordinating and conducting regular LOC meetings and maintaining all LOC functions based upon TOC-driven timeline. Technical Director In cooperation with the Tour Technical Director: - Assist with all race operations, including, but not limited to, course markings, road closures, course maps, routing,volunteer& marshal placement, communications, venue design and construction, schedule of events, etc. - Assist with overall conduct of events and remain in constant communication with Tour staff to ensure a properly managed and safe event - Assist with design of Finish line layout and adjacent areas - Assist with local police and DOT support - Coordinate outdoor auxiliary space - Residential Notifications - Assist Tour officials with permit process - Assist Tour officials with securing local vendors (i.e. port-o johns) - Assist with identifying a safe overnight location for vehicles and equipment - Assist Tour officials with course entry into and departure from city limits - Assist with identifying required parking space for required vehicles - Assist with procurement of local EMSIEMT services A- I-6 C7 -�s_ C' ATTACHMENT � Operations Director In cooperation with the Tour Operations Director: - Coordinate with contracted hotels for all requirements (rooms,meals, auxiliary space) - Secure housing/rates for additional (paid) housing groups (media,tourists) - Assist with housing assignments, check-in/out dates for Tour entourage - Serve as a liaison with the Tour's Official Race hotel - Assist with transportation needs of local LOC members, volunteers, etc. Media/Public Relations Director In cooperation with the Tour Media/Public Relations Director: - Assist with all local media inquiries before, during and after the race - Assist with gathering media applications, credential information from local media - Assist with scheduling of local press conferences, interviews, appearances, etc. - Assist Tour with developing local media partners (print, radio, television) - Coordinate distribution of Tour promotional materials—i.e. poster, brochures, etc. - Assist with maximizing media attendance and coverage through local press releases, telephone calls and personal contacts - Provide LOC and venue-specific information for inclusion in Tour's collateral materials Sales/Sponsorship Director In cooperation with the Tour Sales/Sponsorship Director: - Determine local sales (cashNIK) goals - Coordinate sales approach with Tour's Director of Development - Develop proper levels of local sponsorship packages - Coordinate fulfillment of local sponsorship benefits with Tour's Community Relations Director Volunteer Director In cooperation with the Tour Volunteer Director: - Recruit and schedule local volunteer requirements - Develop job descriptions for local volunteer positions - Develop volunteer recognition or incentive programs - Coordinate volunteer needs and placement with Tour's Technical Director, LOC's Technical Director and local police/DOT officials - Determine uniform requirements for local volunteer corps (numbers/sizes) - Communicate work schedule to volunteer corps - Direct daily volunteer check-in, uniform distribution and transportation to assignments - Secure refreshments for volunteers VIP/Hospitality Director In cooperation with the Tour's VIP/Hospitality Director: Assist with Tour's Hospitality area—set-up, operations, etc. See to all local sponsorship/sponsor needs Coordinate awards presenters, athlete escorts, local awards, flowers, etc. with Tour's Awards Ceremony Coordinator A- I-6 ATTACHMENT q - Assist with accreditation system (wristbands), including enforcement Distribute hospitality invitations to respective LOC guests See to all local sponsorship/sponsor needs Ancillary Events/Lifestyle Festival Liaison In cooperation with the Tour Festival Director: Coordinate"festival-like"atmosphere before, during and after Tour Assist with logistical and communication details regarding the coordination of local activities and Tour activities Assist with all aspects of Tour's Health Fair and Lifestyle Expo School/Community Involvement Liaison - Assist Tour with promoting and supporting the Tour of California message and objectives - Coordinate with local bike shops and clubs the message of bike safety, helmets, etc. - Assist Tour officials with scheduling appearances, photo ops, etc. regarding above - Develop and implement local educational campaign regarding Tour aspects, teams/athletes, etc. - Assistance with distribution of Tour's Educational/School Booklet - Creation and coordination of Tour-related topics into school curriculum (ie international aspects of event) - Coordinate participation and attendance of local school system during event VOLUNTEER PROGRAM The host venue will be responsible for securing and organizing local volunteers for the tour. Volunteers will assist the tour and the LOC with coordinating activities on the day of the event. Each venue will have different volunteer requirements, but the total number of volunteers is typically 250 to 300 per host venue. HOST CITY ADDITIONAL SUPPORT MARKETING, PUBLIC RELATIONS, ETC. Host cities play a key role in determining the success of the tour in their local venue. The host venue is responsible for local marketing,promotions and public relations efforts. Below are key areas of focus: LOCAL OUTDOOR EXPOSURE—The Amgen Tour of California should be a visible presence in the host venue in the months leading up to the event. Host cities should evaluate all opportunities for city decorations, pole banners, posters/displays in retail establishments, welcome banners, and other signage. ADVERTISING —Host cities are responsible for developing and implementing local advertising campaigns. The host venue should secure advertising and promotions with newspapers (ads and special sections) television stations, radio stations, billboard companies; and websites. A-I-6 cy� 7 PUBLIC RELATIONS—Host cities should develop and implement a local public relations plan for newspaper, television, radio and online. It is strongly encourage to conduct local press conferences and public relation promotions, as well as local story angles. EDUCATIONAL CURRICULUM: HANDBOOK DISTRIBUTION—The Amgen Tour of California will create educational handbooks for students in grades 4 to 6. The purpose of the program is to increase student's awareness of cycling and to encourage them to ride a bicycle for exercise, recreation and lifelong health. Host cities will be responsible for implementing the program with local schools and distributing the handbooks. PRINTING—Host cities will be required to print local information on tour marketing collateral including posters, flyers and banners. COPIERS—Host cities will assist the tour in securing two (2) high-speed copiers, which collate and staple, 24 hours in advance of the Individual Time Trial. Copiers will be delivered and installed in the Race Office and Media Office. ATTACHMENT I II. HOST CITY REQUIREMENTS—OVERALL FINISH As a partner of the Amgen Tour of California,the Overall Finish Host City is REQUIRED to provide the following support and assume all related costs as part of their bid submission. RACE OPERATIONS POLICE SERVICES - POLICE SERVICES -Local (City and/or County) police services and related costs are the responsibility of the host city. 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. PUBLIC WORKS AND ROAD SERVICES -Local Public Works and Road Services are the responsibility of the host city. The city will absorb the cost for all services within the city limits. These services are necessary to support police efforts to ensure road closure and safety of the course. These services include: • Detours and detour equipment(ATOC will provide 6000 feet of start/finish fencing) • Barricades • Cones • Printing/posting of No Parking signs • Removal/restoration and street repair PERMIT SERVICES -.All city permitsfor the operation of the event are to be procured by the host city on behalf of the Tour. In addition, all fees and permit requirements associated with the city permits must be absorbed by the host city. Permits include, but are not limited to: • Parking-both on and off street • Alcoholic beverages -consumption in public, if served at a start, from cups and cans,in a private VIP area • Road closures and use -closure and use of roads for setup and racing(includes permits for construction of staging,tents, wiring and electrical, portable generators, power equipment, and fork lift) • Special and Ancillary Events -pre-event and race day • Banners and Signs -hanging and display of pre-event, race day advertising, and sponsor banners. • Concession Sales - on-site merchandise and concession stands as requested by ATOC EMT/EMS SERVICES - It is the responsibility of the host venue to provide EMT/EMS services for the general public the day of the Overall Finish. 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. A-II-7 Cy 3 9 ATTACHMENT I RESIDENT/BUSINESS NOTIFICATIONS—Host cities are responsible for notifying local residents and businesses of the impact of the tour including road closures, traffic advisories etc. PORT-O-LETS—Host cities will secure port-o-let services or public restrooms during the day of the Overall Finish. The number of units (approx. 25, plus 2 handicap)and placement of the units will be mutually agreed upon by the host venue and the Tour's Technical Director. WASTE MANAGEMENT—Host cities will provide waste management/trash removal services during the event and at the conclusion. LIFESTYLE FESTIVAL—The host venue is required to support the tour with the Lifestyle Festival by assisting with the following: • Allocation of a suitable area for the festival; • Handle all festival permits and associated fees; Provide electricity and waste management; • Parking for vendors. AWARDS • LOC will provide 15 floral bouquets to be used in the awards ceremony HOTELS, PARKING AND MEALS (OVERALL FINISH) HOTEL ACCOMMODATIONS ROOM BLOCKS The host city's obligation applies to the following: • Night before the Overall Finish—accommodations for approximately 800 people, equating to approximately 525 rooms. • Night of the Overall Finish—accommodations for approximately 800 people, equating to approximately 525 rooms. The room blocks need to be as follows: • 315 Double/Double rooms • 210 Single Bed rooms The room block must be: • In no more than three locations • Minimum 3-star hotel properties • Located in close proximity to each other Hotels should offer mead service or be close to full-service restaurants. It is preferred that all hotels at least serve breakfast. ROOM RATES - Room rates should not exceed $99, including all taxes and fees. A-II-7 �y yv ATTACHMENT I MEALS -DINNER MEAL—The host city will provide the dinner meal the night of the Overall Finish, based upon menu specifications provided by the Tour's Operations director, for athletes and team support personnel only (approximately 2.88 people). The dinner meal will be located at the Headquarter Hotel. -BREAKFAST MEAL The host city will provide the tour with a breakfast meal the morning after the Overall Finish for athletes and team support personnel only (approximately 288 people). The Tour's Operations Director will provide a specific menu for the team breakfast. The breakfast meal will be served at the Headquarter Hotel. -LUNCH MEAL -The host city will provide the tour with a lunch meal the day of the Overall Finish stage, for the working media, approximately 35 people. The lunch meal should be located at the designated Media Office. AUXILIARY SPACES The host cities are responsible for providing the following auxiliary spaces within 24 hours leading up to the Overall Finish. • RACE OFFICE—Requires approximately 500 to 1,000 square feet and should be located at the Headquarter Hotel. Must have power, phone line, and wireless internet access. • MEDIA OFFICE - Requires approximately 500 to 1,000 square feet. Must have power, phone line, fax line and DSL and wireless internet access • PRESS WORK ROOM —Requires approximately 500 to 1,000 square feet. Must have power, DSL and wireless internet access • PRESS CONFERENCE—Requires approximately 1,500 square feet with theater=style seating for 300 people and a sound System with 7 Microphones and mult=box. • MEDICAL OFFICE - Suite at the Headquarter Hotel or a meeting room at Headquarter Hotel with a nearby bathroom • BICYCLE STORAGE—Requires approx 1,500 square feet that can accommodate all team bicycles and can be locked and secured. • COMMISSAIRES MEETING ROOM—Small Conference room for approximately 8-10 people; close proximity to Finish line. PARKING REQUIREMENTS •VEHICLE PROCESSING LOT(3 days following) -Must have capacity for 145 vehicles and 25 trucks with 24-hour access. Must be within walking distance of the Headquarter Hotel -TEAM PARKING AND MECHANICS WORK AREA—Requires a sizable portion of the Headquarters Hotel parking lot with overnight Security. Each team travels with a motor coach, trailer and A-II-7 �/" 7 ITTACHMEMT I support vehicle and additional space is needed for mechanics to work on bikes. Must have access to water and power *VIP/STAFF EVENT PARKING—Requires parking for approximately 100 vehicles within close proximity of start/finish locations day of event. *FESTIVAL EVENT PARKING-Requires parking within close proximity of the start/finish area for approximately 150 vehicles for festival vendors. LOCAL ORGANIZING_COMMITTEE (LOC) The host venue is required to form a Local Organizing Committee that best represents the interests of the host venue and the Tour. STRUCTURE - In order for the Amgen Tour of California(ATOC) to be successful at the local and international level, in terms of support,planning and execution in your community, the following positions are required for your host venue's LOC. Each of the positions outlined below will work directly in cooperation with their respective Tour counterpart—ongoing dialogue between the Tour and the LOC is necessary and invaluable. Chairperson Tour Venue Director point-of-contact Significant community leader required for creating project support, community awareness and fundraising efforts. Direct point of contact for Tour Venue Director and staff—liaison between TOC staff and LOC members. Responsible for communicating Tour plans and directives to all LOC staff members. Responsible for coordinating and conducting regular LOC meetings and maintaining all LOC functions based upon TOC-driven timeline. Technical Director In cooperation with the Tour Technical Director: - Assist with all race operations, including, but not limited to, course markings, road closures, course maps, routing, volunteer& marshal placement, communications, venue design and construction, schedule of events, etc. - Assist with overall conduct of events and remain in constant communication with Tour staff to ensure a properly managed and safe event - Assist with design of Finish line layout and adjacent areas - Assist with local police and DOT support - Coordinate outdoor auxiliary space - Residential Notifications A-II-7 ATTACHMENT I Assist Tour officials with permit process Assist Tour officials with securing local vendors (i.e. port-o:johns) Assist with identifying a safe overnight location for vehicles and equipment Assist Tour officials with course entry into and departure from city limits Assist with identifying required parking space for required vehicles Assist with procurement of local EMS/EMT services Operations Director In cooperation with the Tour Operations Director- - Coordinate with contracted hotels for all requirements (rooms, meals, auxiliary space) - Secure housing/rates for additional (paid) housing groups (media, tourists) - Assist with housing assignments, check-in/out dates for Tour entourage - Serve as a liaison with the Tour's Official Race hotel - Assist with transportation needs of local LOC members, volunteers, etc. Media/Public Relations Director In cooperation with the Tour Media/Public Relations Director: - Assist with all local media inquiries before, during and after the race - Assist with gathering media applications, credential information from local media - Assist with scheduling of local press conferences, interviews, appearances, etc. - Assist Tour with developing local media partners (print, radio, television) - Coordinate distribution of Tour promotional materials—i.e. poster, brochures, etc. - Assist with maximizing media attendance and coverage through local press releases, telephone calls and personal contacts - Provide LOC and venue-specific information for inclusion in Tour's collateral materials Sales/Sponsorship Director In cooperation with the Tour Sales/Sponsorship Director: - Determine local sales (cashNIK) goals - Coordinate sales approach with Tour's Director of Development - Develop proper levels of local sponsorship packages - Coordinate fulfillment of local sponsorship benefits with Tour's Communications Relations Manager Volunteer Director In cooperation with the Tour Volunteer Director: - Recruit and schedule local volunteer requirements - Develop job descriptions for local volunteer positions - Develop volunteer recognition or incentive programs - Coordinate volunteer needs and placement with Tour's Technical Director, LOC's Technical Director and local police/DOT officials - Determine uniform requirements for local volunteer corps (numbers/sizes) - Communicate work schedule to volunteer corps A-II-7 ATTACHMENT I Direct daily volunteer check-in, uniform distribution and transportation to assignments Secure refreshments for volunteers VIP/Hospitality Director In cooperation with the Tour's VIP/Hospitality Director: - Assist with Tour's Hospitality area—set-up, operations, etc. - See to al] local sponsorship/sponsor needs - Coordinate awards presenters, athlete escorts, local awards, flowers, etc. with Tour's Awards Ceremony Coordinator - Assist with accreditation system (wristbands), including enforcement - Distribute hospitality invitations to respective LOC guests See to all local sponsorship/sponsor needs Ancillary Events/Lifestyle Festival Liaison In cooperation with the Tour Festival Director: Coordinate"festival-like" atmosphere before, during and after Tour Assist with logistical and communication details regarding the coordination of local activities and Tour activities Assist with all aspects of Tour's Health Fair and Lifestyle Expo School/Community Involvement Liaison Assist Tour with promoting and supporting the Tour of California message and objectives - Coordinate with local bike shops and clubs the message of bike safety, helmets, etc. - Assist Tour officials with scheduling appearances, photo ops, etc. regarding above - Develop and implement local educational campaign regarding Tour aspects, teams/athletes, etc. - Assistance with distribution of Tour's Educational/School Booklet - Creation and coordination of Tour-related topics into school curriculum (ie international aspects of event) - Coordinate participation and attendance of local school system during event VOLUNTEER PROGRAM The host venue will be responsible for securing and organizing local volunteers for the tour. Volunteers will assist the tour and the LOC with coordinating activities on the day of the event. Each venue will have different volunteer requirements, but the total number of volunteers is typically 250 to 300 per host venue.. HOST CITY ADDITIONAL SUPPORT MARKETING, PUBLIC RELATIONS,ETC. Host cities play a key role in determining the success of the tour in their local venue. The host venue is responsible for local marketing, promotions and public relations efforts. Below are key areas of focus: A-II-7 C�_y--1W ATTACHMENT I LOCAL OUTDOOR EXPOSURE—The Amgen Tour of California should be a visible presence in the host venue in the months leading up to the event. Host cities should evaluate all opportunities for city decorations, pole banners, posters/displays in retail establishments, welcome banners, and other signage. ADVERTISING—Host cities are responsible for developing and implementing local advertising campaigns. The host venue should secure advertising and promotions with newspapers (ads and special sections) television stations, radio stations, billboard companies, and websites. PUBLIC RELATIONS—Host cities should develop and implement a local public relations plan for newspaper,television, radio and online. It is strongly encourage to conduct local press conferences and public relation promotions, as well as local story angles. EDUCATIONAL CURRICULUM: HANDBOOK DISTRIBUTION—The Amgen Tour of California will create educational handbooks for students in grades 4 to 6. The purpose of the program is to increase student's awareness of cycling and to encourage them to ride abicycle for exercise, recreation and lifelong health. Host cities will be responsible for implementing the program with local schools and distributing the handbooks. PRINTING —Host cities will be required to print local information on tour marketing collateral including posters, flyers and banners. COPIERS—Host cities will assist the tour in securing two (2) high-speed copiers, which collate and staple, 24 hours in advance of the Overall Finish. Copiers will be delivered and installed in the Race Office and Media Office. A-I0 C y-�.s ATTACHMENT I HOST CITY REQUIREMENTS—STAGE FINISH As a partner of the Amgen Tour of California, a Stage Finish Host City is REQUIRED to provide the following support and assume all related costs as part of their bid submission. RACE OPERATIONS POLICE SERVICES - Local (City and/or County) police services and related costs are the responsibility of the host city. 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. PUBLIC WORKS AND ROAD SERVICES- Local.Public Works and Road Services are the responsibility of the host city. The city will absorb the cost for all services within the city limits. These services are necessary to support police efforts to ensure road closure and safety of the course. These services include: • Detours and detour equipment(ATOC will provide 4000 feet.of finish fencing ( 2000 on each side of race course) • Barricades • Cones • Printing/posting of No Parking signs • Removal/restoration and street repair PERMIT SERVICES—All city permits for the operation of the event are to be procured by the host city on behalf of the Tour. In addition, all fees and permit requirements associated with the city permits must be absorbed by the host city. Permits include, but are not limited to: • Parking -both on and off street • Alcoholic beverages-consumption in public, if served at a start; from cups and cans, in a private VIP area • Road closures and use -closure and use of roads for setup and racing(includes permits for construction of staging, tents, wiring and electrical, portable generators, power equipment, and fork lift) • Special and Ancillary Events -pre-event and race day • Banners and Signs -hanging and display of pre-event, race day advertising, and sponsor banners. • Concession Sales - on-site merchandise and concession stands as requested by ATOC . 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. 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. A-III- 7 4fy-_ � ATTACHMENT I RESIDENT/BUSINESS NOTIFICATIONS—Host cities are responsible for notifying local residents and businesses of the impact of the tour including road closures, traffic advisories etc. PORT-O-LETS—Host cities will secure port-o-let services or public restrooms during the day of the Stage Finish. The number of units (approx. 20,plus 2 handicap) and placement of the units will be mutually agreed upon by the host venue and the Tour's Technical Director. WASTE MANAGEMENT—Host cities will provide waste management/trash removal services during the event and at the conclusion. LIFESTYLE FESTIVAL —The host venue is required to support the tour with the Lifestyle Festival by assisting with the following: —Allocation of a suitable area for the festival; —Handle all festival permits and associated fees; —Provide electricity and waste management; —Parking for vendors. AWARDS —LOC will provide 8 floral bouquets to be used in the awards ceremony. HOTELS, PARKING AND MEALS (STAGE FINISH VENUE) HOTEL ACCOMMODATIONS • ROOM BLOCKS —The host venue's hotel obligation applies to the following: Night before Stage Finish (advance crew and staff— 150 people),requires 113 rooms (75 singles and 38 doubles). Rooms should be at one hotel within close proximity of the Finish Line area. Hotel should offer a breakfast meal. —Night of Stage Finish—for approximately 800 people, equating to approximately 525 rooms. The room blocks need to be as follows: —315 Double/Double rooms —210 Single Bed rooms The room block must be: —In no more than three locations, and —Minimum 3-star hotel properties, and —Located in close proximity to each other. Hotels should offer meal service or be close to full-service restaurants. It is preferred that all hotels at least serve breakfast. ROOM RATES - Room rates should not exceed $99, including all taxes and fees. A-III- 7 7 ATTACHMENT � MEALS DINNER MEAL—The host city will provide the dinner meal the night of the Stage Finish,based upon menu specifications provided by the Tour's Operations director, for athletes and team support personnel only (approximately 288 people)...The dinner meal will be located at the Headquarter Hotel. BREAKFAST MEAL- The host city will provide the tour with a breakfast meal the morning after the Stage Finish for athletes and team support personnel only(approximately 288 people). The Tour's Operations Director will provide a specific menu for the team breakfast. The breakfast meal will be served at the Headquarter Hotel. LUNCH MEAL - The host city will provide the tour with a lunch meal the day of the Overall Start stage, for the working media, approximately 35 people. The lunch meal should be located at the designated Media Office AUXILIARY SPACES The host cities are responsible for providing the following auxiliary spaces within 24 hours leading up to the Stage Finish. o RACE OFFICE—Requires approximately 500 to 1,000 square feet and should be located at the Headquarter Hotel. Must have power,phone line, and wireless internet access. o MEDIA OFFICE - Requires approximately 500 to 1,000 square feet. Must have power, phone line, fax line and DSL and wireless internet access o PRESS WORK ROOM —Requires approximately 500 to 1,000 square feet. Must have power, DSL and wireless internet access o PRESS CONFERENCE—Requires approximately 1,500 square feet with theater-style seating for 300 people and a sound System with 7 Microphones and mult-box. o MEDICAL OFFICE - Suite at the Headquarter Hotel or a meeting room at Headquarter Hotel with a nearby bathroom o BICYCLE STORAGE—Requires approx 1,500 square feet that can accommodate all team bicycles and can be locked and secured. • COMMISSAIRES MEETING ROOM— Small Conference room for approximately 8-10 people; close proximity to Finish line. PARKING REQUIREMENTS TEAM PARKING AND MECHANICS WORK AREA—Requires a sizable portion of the Headquarters Hotel parking lot with overnight Security. Each team travels with a motor coach, trailer and support vehicle and additional space is needed for mechanics to work on bikes. Must have access to water and power A-III- 7 ATTAcyiWENT I VIP/STAFF EVENT PARKING—Requires parking for approximately 100 vehicles within close proximity of start/finish locations day of event. FESTIVAL EVENT PARKING-Requires parking within close proximity of the start/finish area for approximately 150 vehicles for festival vendors. LOCAL ORGANIZING.COMMITTEE (LOC) The host venue is required to form a Local Organizing Committee that best represents the interests of the host venue and the Tour. STRUCTURE - In order for the Amgen Tour of California(ATOC) to be successful at the local and international level, in terms of support, planning and execution in your community, the following positions are required for your host venue's LOC. Each of the positions outlined below will work directly in cooperation with their respective Tour counterpart—ongoing dialogue between the Tour and the LOC is necessary and invaluable. Chairperson Tour Venue Director point-of-contact - Significant community leader required for creating project support, community awareness and fundraising efforts. - Direct point of contact for Tour Venue Director and staff—liaison between TOC staff and LOC members. - Responsible for communicating Tour plans and directives to all LOC staff members. - Responsible for coordinating and conducting regular LOC meetings and maintaining all LOC functions based upon TOC-driven timeline. Technical Director In cooperation with the Tour Technical Director: - Assist with all race operations, including, but not limited to, course markings, road closures, course maps, routing, volunteer& marshal placement, communications, venue design and construction, schedule of events, etc. - Assist with overall conduct of events and remain in constant communication with Tour staff to ensure a properly managed and safe event - Assist with design of Finish line layout and adjacent areas - Assist with local police and DOT support - Coordinate outdoor auxiliary space - Residential Notifications - Assist Tour officials with permit process - Assist Tour officials with securing local vendors (i.e. port-o johns) - Assist with identifying a safe overnight location for vehicles and equipment - Assist Tour officials with course entry into and departure from city limits - Assist with identifying required parking space for required vehicles - Assist with procurement of local EMS/EMT services A-III- 7 cy-y9 ATTACHIWENT Operations Director In cooperation with the Tour Operations Director: - Coordinate with contracted hotels for all requirements (rooms, meals, auxiliary space) - Secure housing/rates for additional (paid) housing groups(media, tourists) - Assist with housing assignments, check-in/out dates for Tour entourage - Serve as a liaison with the Tour's Official Race hotel - Assist with transportation needs of local LOC members, volunteers, etc.. Media/Public Relations Director In cooperation with the Tour Media/Public Relations Director: - Assist with all local media inquiries before, during and after the race - Assist with gathering media applications, credential information from local media - Assist with scheduling of local press conferences, interviews, appearances, etc. - Assist Tour with developing local media partners (print, radio,television) - Coordinate distribution of Tour promotional materials— i.e. poster, brochures, etc. Assist with maximizing media attendance and coverage through local press releases,telephone calls and personal contacts Provide LOC and venue-specific information for inclusion in Tour's collateral materials Sales/Sponsorship Director In cooperation with the Tour Sales/Sponsorship Director: - Determine local sales (cash/VIK) goals - Coordinate sales approach with Tour's Director of Development - Develop proper levels of local sponsorship packages - Coordinate fulfillment of local sponsorship benefits with Tour's Community Relations Manager Volunteer Director In cooperation with the Tour Volunteer Director: - Recruit and schedule local volunteer requirements - Develop job descriptions for local volunteer positions - Develop volunteer recognition or incentive programs - Coordinate volunteer needs and placement with Tour's Technical Director, LOC's Technical Director and local police/DOT officials - Determine uniform requirements for local volunteer corps (numbers/sizes) - Communicate work schedule to volunteer corps - Direct daily volunteer check-in, uniform distribution and transportation to assignments - Secure refreshments for volunteers VIP/Hospitality Director In cooperation with the Tour's VIP/Hospitality Director: Assist with Tour's Hospitality area—set-up, operations, etc. A-III- 7 Cy—.Sd ATTACHMENT fl See to all local sponsorship/sponsor needs Coordinate awards presenters,athlete escorts, local awards, flowers, etc. with Tour's Awards Ceremony Coordinator Assist with accreditation system (wristbands), including enforcement Distribute hospitality invitations to respective LOC guests See to all local sponsorship/sponsor needs Ancillary Events/Lifestyle Festival Liaison In cooperation with the Tour Festival Director: Coordinate"festival-like" atmosphere before, during and after Tour Assist with logistical and communication details regarding the coordination of local activities and Tour activities Assist with all aspects of Tour's Health Fair and Lifestyle Expo School/Community Involvement Liaison - Assist Tour with promoting and supporting the Tour of California message and objectives - Coordinate with local bike shops and clubs the message of bike safety, helmets, etc. - Assist Tour officials with scheduling appearances, photo ops, etc. regarding above - Develop and implement local educational campaign regarding Tour aspects, teams/athletes, etc. - Assistance with distribution of Tour's Educational/School Booklet - Creation and coordination of Tour-related topics into school curriculum (ie international aspects of event) - Coordinate participation and attendance of local school system during event HOST CITY ADDITIONAL SUPPORT MARKETING, PUBLIC RELATIONS, ETC. Host cities play a key role in determining the success of the tour in their local venue.. The host venue is responsible for local marketing, promotions and public relations efforts. Below are key areas of focus: LOCAL OUTDOOR EXPOSURE—The Amgen Tour of California should be a visible presence in the host venue in the months leading up to the event. Host cities should evaluate all opportunities for city decorations, pole banners, posters/displays in retail establishments, welcome banners, and other signage.. ADVERTISING—Host cities are responsible for developing and implementing local advertising campaigns. The host venue should secure advertising and promotions with newspapers (ads and special sections) television stations, radio stations, billboard companies, and websites. PUBLIC RELATIONS—Host cities should develop and implement a local public relations plan for newspaper, television, radio and online. It is strongly encourage to conduct local press conferences and public relation promotions, as well as local story angles. A-III- 7 �y-si ATTACHMENT I EDUCATIONAL CURRICULUM:HANDBOOK DISTRIBUTION—The Amgen Tour of California will create educational handbooks for students in grades 4 to 6. The purpose of the program is to increase student's awareness of cycling and to encourage them to ride a bicycle for exercise,recreation and lifelong Health. Host cities will be responsible for implementing the program with local schools and distributing the handbooks. PRINTING—Host cities will be required to print local information on tour marketing collateral including posters, flyers and banners. COPIERS—Host cities will assist the tour in securing two (2)high-speed copiers, which collate and staple, 24 hours in advance of the Stage Finish. Copiers will be delivered and installed in the Race Office and Media Office. A-III- 7 ATTACHMENT I IV HOST CITY REQUIREMENTS—OVERALL START As a partner of the Amgen Tour of California, the Overall Start Host City is REQUIRED to provide the following support and assume all related costs as part of their bid submission. RACE OPERATIONS POLICE SERVICES - Local (City and/or County)police services and related costs are the responsibility of the host city. 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. PUBLIC WORKS AND ROAD SERVICES -All fees associated with 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: • Detours and detour equipment(ATOC will provide 6000 feet of start/finish fencing • Barricades • Cones • Printing/posting of No Parking signs • Removal/restoration and street repair PERMIT SERVICES - All fees associated with 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: • Parking-both on and off street • Alcoholic beverages-consumption in public, if served at a start, from cups and cans, in a private VIP area • Road closures and use -closure and use of roads for setup and racing (includes permits for construction of staging, tents, wiring and electrical, portable generators, power equipment, and fork lift) • Special and Ancillary Events-pre-event and race day • Banners and Signs-hanging and display of pre-event, race day advertising, and sponsor banners. • Concession Sales _ on-site merchandise and concession stands as requested by ATOC . EMT/EMS SERVICES - It is the responsibility of the host venue to provide EMT/EMS services for the general public the day of the Overall 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. RESIDENTBUSINESS NOTIFICATIONS—Host cities are responsible for notifying local residents and businesses of the impact of the tour including road closures, traffic advisories etc. A-IV- 7 ATTACHMENT PORT-O-LETS—Host cities will secure port-o-let services or public restrooms during the day of the Overall Start. The number of units (approx. 15, plus 2 handicap) and placement of the units will be mutually agreed upon by the host venue and the Tour's Technical Director. WASTE MANAGEMENT—Host cities will provide waste management/trash removal services during the event and at the conclusion. LIFESTYLE FESTIVAL —The host venue is required to support the tour with the Lifestyle Festival by assisting with the following: —Allocation of a suitable area for the festival; —Handle all festival permits and associated fees; —Provide electricity and waste management; —Parking for vendors. AWARDS —LOC will provide 8 floral bouquets to be used in the.awards ceremony. HOTELS, PARKING AND MEALS (OVERALL START VENUE) HOTEL ACCOMMODATIONS • ADVANCE ROOM BLOCKS—The host city is required to provide the tour with 20 hotel room nights to be used anytime from July 1 to February 18th • ROOM BLOCKS - The host venue will help secure hotel accommodations for approximately 800 people, equating to approximately 525 rooms. The room blocks need to be as follows: —315 Double/Double rooms —210 Single Bed rooms The room block must be: —In no more than three locations —Minimum 3-star hotel properties —Located in close proximity to each other ROOM RATES - Room rates should not exceed $99, including all taxes and fees. MEALS DINNER MEAL—The host city will provide the dinner meal the night before the Overall Start, based upon menu specifications provided by the Tour's Operations director, for athletes and team support personnel only(approximately 288 people). The dinner meal will be located at the Headquarter Hotel. BREAKFAST MEAL - The host city will provide the tour with a breakfast meal the morning of the Overall Start for athletes and team support personnel only (approximately 288 people). The Tour's Operations Director will provide a specific menu for the team breakfast. The breakfast meal will be served at the Headquarter Hotel. A-IV- 7 cy-�y 7 ATTACHMENT I LUNCH MEAL - The host city will provide the tour with a lunch meal the day of the Overall Start stage, for the working media, approximately 35 people. The lunch meal should be located at the designated Media Office. AUXILIARY SPACES The host cities are responsible for providing the following auxiliary spaces. RACE OFFICE (4 days in advance)—Requires approximately 500 to 1,000 square feet and should be located at the Headquarter Hotel. Must have power, phone line, and wireless internet access. MEDIA OFFICE (4 days in advance) - Requires approximately 500 to 1,000 square feet. Must have power, phone line, fax line and DSL and wireless internet access STAFF PROCESSING SPACE (4 days in advance) Requires approximately 2,000 square feet, located in or near the Headquarter Hotel and must be secure space. PRESS WORK ROOM (2 days in advance)—Requires approximately 500 to 1,000 square feet. Must have power, DSL and wireless internet access KICK-OFF PRESS CONFERENCE (2 days in advance)—Requires approximately 1,500 square feet with theater-style seating for 300 people and a sound System with 7 Microphones and mult-box. MEDICAL OFFICE (1 day in advance) - Suite at the Headquarter Hotel or a meeting room at Headquarter Hotel with a nearby bathroom ALL-STAFF MEETING SPACE (1 day in advance)—Requires approximately 1,500 square feet (can be the same room as the Kick-Off Press Conference) with theater-style seating for 300 people. AD-HOC MEETING SPACE (4 days in advance)—Requires approximately 1,000 square feet at the Headquarters Hotel with classroom seating for 70 people and a podium. This room is used for event managers meetings. STORAGE SPACE FOR DELIVERIES (6 days in advance)—Requires approximately 1,500 square feet near or at the Headquarters Hotel with staffing to accept and distribute deliveries. BICYCLE STORAGE (3 days in advance)—Requires approx 1,500 square feet that can accommodate all team bicycles and can be locked and secured. PARKING REQUIREMENTS VEHICLE PROCESSING LOT (6 days in advance) - Must have capacity for 145 vehicles and 25 trucks with 24-hour access. Must be within walking distance of the Headquarter Hotel TEAM PARKING AND MECHANICS WORK AREA (3 days in advance)—Requires a.sizable portion of the Headquarters Hotel parking lot with overnight Security. Each team travels with a motor A-IV- 7 ATTAcHiWENT I coach, trailer and support vehicle and additional space is needed for mechanics to work on bikes. Must have access to water and power VIP/STAFF EVENT PARKING—Requires parking for approximately 100 vehicles within close proximity of start/finish locations day of event. FESTIVAL EVENT PARKING - Requires parking within close proximity of the start/finish area for approximately 150 vehicles for festival vendors the day of event. LOCAL ORGANIZING COMMITTEE (LOC) The host venue is required to form a Local Organizing Committee that best represents the interests of the host venue and the Tour. STRUCTURE - In order for the Amgen Tour of California(ATOC)to be successful at the local and international level, in terms of support, planning and execution in your community,the following positions are required for your host venue's LOC. Each of the positions outlined below will work directly in cooperation with their respective Tour counterpart—ongoing dialogue between the Tour and the LOC is necessary and invaluable. Chairperson Tour Venue Director point-of-contact - Significant community leader required for creating project support, community awareness and fundraising efforts. - Direct point of contact for Tour Venue Director and staff—liaison between TOC staff and LOC members. - Responsible for communicating Tour plans and directives to all LOC staff members. - Responsible for coordinating and conducting regular LOC meetings and maintaining all LOC functions based upon TOC-driven timeline. Technical Director In cooperation with the Tour Technical Director: - Assist with all race operations, including, but not limited to, course markings, road closures, course maps, routing, volunteer& marshal placement, communications, venue design and construction, schedule of events, etc. - Assist with overall conduct of events and remain in constant communication with Tour staff to ensure a properly managed and safe event - Assist with design of Finish line layout and adjacent areas - Assist with local police and DOT support - Coordinate outdoor auxiliary space - Residential Notifications - Assist Tour officials with permit process - Assist Tour officials with securing local vendors (i.e. port-o johns) - Assist with identifying a safe overnight location for vehicles and equipment - Assist Tour officials with course entry into and departure from city limits A-IV- 7 ATTACHMENy - Assist with identifying required parking space for required vehicles - Assist with procurement of localEMS/EMT services Operations Director In cooperation with the Tour Operations Director: Coordinate with contracted hotels for all requirements (rooms, meals, auxiliary space) Secure housing/rates for additional (paid)housing groups (media, tourists) Assist with housing assignments, check-in/out dates for Tour entourage Serve as a liaison with the Tour's Official Race hotel Assist with transportation needs of local LOC members, volunteers, etc. Media/Public Relations Director In cooperation with the Tour Media/Public Relations Director: - Assist with all local media inquiries before, during and after the race - Assist with gathering media applications, credential information from local media - Assist with scheduling of local press conferences, interviews, appearances, etc. - Assist Tour with developing local media partners (print, radio,television) - Coordinate distribution of Tour promotional materials— i.e. poster, brochures, etc. - Assist with maximizing media attendance and coverage through local press releases,telephone calls and personal contacts - Provide LOC and venue-specific information for inclusion in Tour's collateral materials Sales/Sponsorship Director In cooperation with the Tour Sales/Sponsorship Director: - Determine local sales(cashNIK) goals - Coordinate sales approach with Tour's Director of Development - Develop proper levels of local sponsorship packages Coordinate fulfillment of local sponsorship benefits with Tour's Community Relations Manager VIP/Hospitatity Director In cooperation with the Tour's VIP/Hospitality Director: - Assist with Tour's Hospitality area—set-up, operations, etc. - See to all local sponsorship/sponsor needs - Coordinate awards presenters, athlete escorts, local awards, flowers, etc. with Ancillary Events/Lifestyle Festival Liaison In cooperation with the Tour Festival Director: - Coordinate"festival-like'atmosphere before, during and after Tour - Assist with logistical and communication details regarding the coordination of local activities and Tour activities Assist with all aspects of Tour's Health Fair and Lifestyle Expo School/Community Involvement Liaison - Assist Tour with promoting and supporting the Tour of California message and objectives - Coordinate with local bike shops and clubs the message of bike safety ,helmets, etc. A-IV- 7 of �, - Assist Tour officials with scheduling appearances, photo ops, etc. regarding above - Develop and implement local educational campaign regarding Tour aspects, teams/athletes, etc. - Assistance with distribution of Tour's Educational/School Booklet - Creation and coordination of Tour-related topics into school curriculum(ie international aspects of event) - Coordinate participation and attendance of local school system during event VOLUNTEER PROGRAM The host city will be responsible for securing and organizing local volunteers for the tour. Volunteers will assist the tour and the LOC with coordinating activities on the day of the event. Each venue will have different volunteer requirements, but the total number of volunteers is typically 250 to 300 per host city. HOST CITY ADDITIONAL SUPPORT MARKETING, PUBLIC RELATIONS, ETC. Host cities play a key role in determining the success of the tour in their local venue. The host venue is responsible for local marketing, promotions and public relations efforts. Below are key areas of focus: LOCAL OUTDOOR EXPOSURE—The Amgen Tour of California should be a visible presence in the host venue in the months leading up to the event. Host cities should evaluate all opportunities for city decorations, pole banners, posters/displays in retail establishments, welcome banners, and other signage. ADVERTISING —Host cities are responsible for developing and implementing local advertising campaigns. The host venue should secure advertising and promotions with newspapers (ads and special sections)television stations, radio stations, billboard companies, and websites. PUBLIC RELATIONS—Host cities should develop and implement a local public relations plan for newspaper,television, radio and online. It is strongly encourage to conduct local press conferences and public relation promotions, as well as local story angles. EDUCATIONAL CURRICULUM: HANDBOOK DISTRIBUTION—The Amgen Tour of California will create educational handbooks for.students in grades 4 to 6. The purpose of the program is to increase student's awareness of cycling and to encourage them to ride a bicycle for exercise, recreation and lifelong health. Host cities will be responsible for implementing the program with local schools and distributing the handbooks. PRINTING—Host cities will be required to print local information on tour marketing collateral including posters; flyers and banners. COPIERS—Host cities will assist the tour in securing two (2) high-speed copiers, which collate and staple, 4 days in advance of the Overall Start. Copiers will be delivered and installed in the Race Office and Media Office. A-IV- 7 �y- sem V HOST CITY REQUIREMENTS—STAGE START As a partner of the Amgen Tour of California, a Stage Start Host City is REQUIRED to provide the following support and assume all related costs as part of their bid submission. RACE OPERATIONS POLICE SERVICES - Local (City and/or County) police services and related costs are the responsibility of the host city. 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. PUBLIC WORKS AND ROAD SERVICES - Local Public Works and Road Services are the responsibility of the host city. The city will absorb the cost for all services within the city limits. These services are necessary to support police efforts to ensure road closure and safety of the course. These services include: • Detours and detour equipment(ATOC will provide 2000 running feet start line fencing (1000 feet of fencing on each side of race course) • Barricades • Cones • Printing/posting of No Parking signs • Removal/restoration and street repair PERMIT SERVICES—All city permits for the operation of the event are to be procured by the host city on behalf of the Tour. In addition, all fees and permit requirements associated with the city permits must be absorbed by the host city. Permits include, but are not limited to: • Parking-both on and off street • Alcoholic beverages -consumption in public, if served at a start, from cups and cans, in a private VIP area • Road closures and use -closure and use of roads for setup and racing (includes permits for construction of staging, tents, wiring and electrical, portable generators, power equipment, and fork lift) • Special and Ancillary Events - pre-event and race day • Banners and Signs -hanging and display of pre-event, race day advertising, and sponsor banners. • Concession Sales - on-site merchandise and concession stands as requested by ATOC . 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 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. A-V- 6 ATTACHMENT Ii RESIDENT/BUSINESS NOTIFICATIONS—Host cities are responsible for notifying local residents and businesses of the impact of the tour including road closures,traffic advisories etc. PORT-O-LETS—Host cities will secure port-o-let services or public restrooms during the day of the Stage Start. The number of units (approx. 15,plus 2 handicap) and placement of the units will be mutually agreed upon by the host venue and the Tour's Technical Director. WASTE MANAGEMENT—Host cities will provide waste management/trash removal services during the event and at the conclusion. HOTELS,PARKING AND MEALS (STAGE START) HOTEL ACCOMMODATIONS SITE VISIT/LOC MEETING ROOM BLOCK—The host city is required to provide the tour with 20 hotel room nights to be used anytime from July 1 to February 18th for site visit and LOC meetings. START ADVANCE CREW ROOM BLOCKS - The host venue is required to provide accommodations for the Tour's start construction crew and start advance staff which consists of 50 people. • The hotel room commitment is 29 rooms the night before the race stage start, with the following room configuration: 5 singles, 24 doubles rooms. • It is most advantageous that these rooms be in no more than one (1)hotel property located close (walking distance) to the Start Line area. • It is preferred that the hotel offers a breakfast meal and also be close to full-service restaurants. ROOM RATES -Room rates should not exceed $69, including all taxes and fees. MEALS BREAKFAST MEAL - The host venue is required to provide breakfast for the start line construction crew and start advance staff(approximately 50 people). Breakfast will need to be served at either 6:00 AM or 6:30 AM. • A breakfast per diem of$10 (per person)may be provided for staff in lieu of an organized breakfast (due to early hours). PARKING REQUIREMENTS TEAM PARKING AND STAGING AREA—Requires parking for approximately 50 vehicles VIP / STAFF EVENT PARKING—Requires parking for approximately 125 vehicles within close proximity of start locations day of event. LOCAL ORGANIZING COMMITTEE (LOC) The host venue is required to form a Local Organizing Committee that best represents the interests of the host venue and the Tour. A-V- 6 '-� - ATTACHMENT $ STRUCTURE In order for the Amgen Tour of California(ATOC) to be successful at the local and international level, in terms of support,planning and execution in your community, the following positions are required for your host venue's LOC. Each of the positions outlined below will work directly in cooperation with their respective Tour counterpart—ongoing dialogue between the Tour and the LOC is necessary and invaluable. Chairperson Chairperson Tour Venue Director point-of-contact - Significant community leader required for creating project support, community awareness and fundraising efforts. - Direct point of contact for Tour Venue Director and staff—liaison between TOC staff and LOC members. - Responsible for communicating Tour plans and directives to all LOC staff members. - Responsible for coordinating and conducting regular LOC meetings and maintaining all LOC functions based upon TOC-driven timeline. Technical Director In cooperation with the Tour Technical Director: - Assist with all race operations, including, but not limited to, course markings, road closures, course maps, routing, volunteer&& marshal placement, communications, venue design and construction, schedule of events, etc. - Assist with overall conduct of events and remain in constant communication with Tour staff to ensure a properly managed and safe event - Assist with design of Finish line layout and adjacent areas - Assist with local police and DOT support - Coordinate outdoor auxiliary space - Residential Notifications - Assist Tour officials with permit process - Assist Tour officials with securing local vendors (i.e. port-o johns) - Assist with identifying a safe overnight location for vehicles and equipment - Assist Tour officials with course entry into and departure from city limits - Assist with identifying required parking space for required vehicles - Assist with procurement of local EMS/EMT services Operations Director In cooperation with the Tour Operations Director: - Coordinate with contracted hotels for all requirements (rooms, meals, auxiliary space) - Secure housing/rates for additional (paid) housing groups (media, tourists) - Assist with housing assignments, check-in/out dates for Tour entourage - Serve as a liaison with the Tour's Official Race hotel Assist with transportation needs of local LOC members, volunteers, etc. Media/Public Relations Director In cooperation with the Tour Media/Public Relations Director: A-V- 6 Cy� / 'ATTACHMENT I Assist with all local media inquiries before, during and after the race Assist with gathering media applications, credential information from local media Assist with scheduling of local press conferences, interviews, appearances, etc.. - Assist Tour with developing local media partners(print, radio, television) - Coordinate distribution of Tour promotional materials—i.e. poster, brochures, etc. - Assist with maximizing media attendance and coverage through local press releases, telephone calls and personal contacts - Provide LOC and venue-specific information for inclusion in Tour's collateral materials Sales/Sponsorship Director In cooperation with the Tour Sales/Sponsorship Director: - Determine local sales (cashNIK) goals - Coordinate sales approach with Tour's Director of Development - Develop proper levels of local sponsorship packages Coordinate fulfillment of local sponsorship benefits with Tour's Community Relations Manager Volunteer Director In cooperation with the Tour Volunteer Director: - Recruit and schedule local volunteer requirements - Develop job descriptions for local volunteer positions - Develop volunteer recognition or incentive programs - Coordinate volunteer needs and placement with Tour's Technical Director, LOC's Technical Director and local police/DOT officials - Determine uniform requirements for local volunteer corps (numbers/sizes) - Communicate work schedule to volunteer corps - Direct daily volunteer check-in, uniform distribution and transportation to assignments - Secure refreshments for volunteers VIP/Hospitality Director In cooperation with the Tour's VIP/Hospitality Director: - Assist with Tour's Hospitality area—set-up, operations, etc. - See to all local sponsorship/sponsor needs - Coordinate awards presenters, athlete escorts, local awards, flowers, etc. with Tour's Awards Ceremony Coordinator - Assist with accreditation system (wristbands), including enforcement - Distribute hospitality invitations to respective LOC guests - See to all local sponsorship/sponsor needs Ancillary Events/Lifestyle Festival Liaison In cooperation with the Tour Festival Director: Coordinate "festival-like" atmosphere before, during and after Tour Assist with logistical and communication details regarding the coordination of local activities and Tour activities Assist with all aspects of Tour's Health Fair and Lifestyle Expo A-V- 6 �y -� z ATTACHMENT I School/Community Involvement Liaison - Assist Tour with promoting and supporting the Tour of California message and objectives - Coordinate with local bike shops and clubs the message of bike safety, helmets, etc. - Assist Tour officials with scheduling appearances, photo ops, etc. regarding above - Develop and implement local educational campaign regarding Tour aspects, teams/athletes, etc. - Assistance with distribution of Tour's Educational/School Booklet - Creation and coordination of Tour-related topics into school curriculum (ie international aspects of event) - Coordinate participation and attendance of local school system during event VOLUNTEER PROGRAM The host venue will be responsible for securing and organizing local volunteers for the tour. Volunteers will assist the tour and the LOC with coordinating activities on the day of the event. Each venue will have different volunteer requirements, but the total number of volunteers is typically 150 to 200 per host venue. HOST CITY ADDITIONAL SUPPORT MARKETING, PUBLIC RELATIONS, ETC. Host cities play a key role in determining the success of the tour in their local venue. The host venue is responsible for local marketing, promotions and public relations efforts. Below are key areas of focus: LOCAL OUTDOOR EXPOSURE—The Amgen Tour of California should be a visible presence in the host venue in the months leading up to the event. Host cities should evaluate all opportunities for city decorations, pole banners, posters/displays in retail establishments, welcome banners, and other signage. ADVERTISING—Host cities are responsible for developing and implementing local advertising campaigns. The host venue should secure advertising and promotions with newspapers (ads and special sections) television stations, radio stations, billboard companies, and websites. PUBLIC RELATIONS— Host cities should develop and implement a local public relations plan for newspaper,television, radio and online. It is strongly encouraged to conduct local press conferences and public relation promotions, as well as local story angles. EDUCATIONAL CURRICULUM: HANDBOOK DISTRIBUTION—The Amgen Tour of California will create educational handbooks for students in grades 4 to 6. The purpose of the program is to increase student's awareness of cycling and to encourage them to ride a bicycle for exercise., recreation and lifelong health. Host cities will be responsible for implementing the program with local schools and distributing the handbooks. PRINTING —Host cities will be required to print local information on tour marketing collateral including posters, flyers and banners. A-V- 6 C7d ATTACHMENT I EXHIBIT B Sponsorship Formulation Package Sponsorship efforts differ in each community depending on the amount of funds to be raised, as well as the surrounding business environment. • ALL POTENTIAL SPONSORS MUST BE SUBMITTED TO AND PRE-APPROVED BY THE TOUR'S MANAGING DIRECTOR PRIOR TO SOLICITATION • THE FOLLOWING INFORMATION MUST BE PROVIDED TO THE TOUR IN ADVANCE OF ANY CONTRACTUAL AGREEMENTS WITH LOCAL SPONSORS: -List of Prospective Sponsors - List of Proposed Benefits - Copy of Final Sponsorship Packages *** It is imperative that the Tour Managing Director receives a copy of all written agreements, as well as the company's name and contact. There are different approaches that work very well for local solicitation of dollars. • One approach to obtaining sponsors begins with setting a financial goal. This goal is derived from the hard dollar costs you have attached to city services/police costs, public works, as well as any other self-determined promotional dollars your committee feels are necessary to market the event to the local public. • Once a dollar amount is determined, a list of potential sponsors can be formed with regard to the marketing interests of the company, based on their type of business. • Next, form basic sponsorship packages using the benefits inventory list provided by the Tour, with dollar amounts fixed, fora presentation to the company. The Tour will provide materials (demographics, ATOC Fact Sheets, etc.) to the City for solicitation needs. • The Tour's Sales Team approaches sponsors on a national level. Sponsors on the national level may become involved locally, but it is not guaranteed. We encourage approaching local distributors of Tour national sponsors for possible sponsorship or product for other events held in conjunction with the Tour in your community. • If the Tour organization has a contractual obligation,which offers exclusivity,the Tour organizers are obligated to protect the product or service category they represent. It is the obligation of the City 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. B-1 ATTACHMENT 9 Example— Local Sponsorship Package Tour Sponsor Package Gold, Silver and Bronze SPONSOR LEVEL DESIGNATION • Company or Product will be designated as an Official Gold, Silver or Bronze Sponsor of the Tour. • TOUR LOGO USE: Sponsor may use its Official Sponsor designation and the Official Tour Race Logo on a limited basis for company marketing, promotion, and advertising. (Note: Potential usage should be run through and approved by the Tour in advance.) HOSPITALITY FINISH LINE HOSPITALITY: Sponsor will receive complirimentary credentials for access to all private hospitality areas located at finish line (City will provide based on number allotted.by the Tour). LIFESTYLE FESTIVAL EXPO SPACE Sponsor will receive tented 10'xl0' display space—includes company ID sign, skirted 6 ft. table, two (2) chairs and wastebasket Opportunity to sample product, distribute coupons, conduct demonstrations, build client database and sell products (subject to Amgen Tour of California (ATOC) management approval and guidelines) BROADCAST EXPOSURE FINISH LINE BIG SCREEN TV COMMERCIAL: Sponsor is entitled to one (1) complimentary 30-second commercial on the 10' X 13' big screen television positioned at all finish line venues. The big screen TV educates and builds excitement for spectators in the finish area enabling them to witness the final 1.5 hours of live racing action. ON SITE EXPOSURE PA ANNOUNCEMENTS: Sponsor will be acknowledged regularly throughout the event over the PA system. ADDITIONAL PRINT EXPOSURE OFFICIAL TOUR PROGRAM: Sponsor will be mentioned in the Official Tour Program,which contains information and course details. The Official Tour Program is distributed through local organizing committees in host cities/resorts, bicycle shops and cycling publications. PRE-RACE PRESS RELEASE: Sponsor will be featured/mentioned in a local pre-race press release. The release will go to approximately_media personnel including TV, radio, daily newspaper, trade business, and sports periodicals. City and sponsor create press release, together. OTHER INVESTMENT: $$ B-2 ATTACHMENT I Potential Local Sponsor Categories Below are categories that are subject to change over the course of the planning process. They are viable targets to help accomplish your local sponsorship initiatives. AEG Cycling will inform all host cities regarding any additions/deletions made based on Tour Sponsorship. Arcade Flower Shop Auto Parts Frame Store Barber Shop Furniture Store Blind Store Golf Course Book Store Handbag Store Bridal/Tuxedo Home Improvement(i.e,Paint, Carpentry, etc.) Candle Store Hospital Car Wash Hotel Card/Gift Shops Ice-Cream/Yogurt Store Carpet Jewelry Store Cleaning Service(i.e. Molly Maid) Kitchen Appliance Coffee Shop Lawyer Office Day Care Center Lighting Store Doctor Office Local Cable Company Dry Cleaners Local Printers/or Print Chain such as Kinkos Pharmacy Massage Eye-Care Center Mattress Store Fire Department Media Outlet (Television, Radio, Newspaper) Movie Theater Music Store (i.e. Tower Records) Nail Salon Nursery Office Supply Orthodontist Office Overnight Delivery (i.e. Mail box etc.) Pet Store Real Estate Company Signage Company Stationery Store Title Company Toy Store Utility Company B-3 ATTACHMENT I Local Benefit Inventory Each official Amgen Tour of California Host City will receive specific local benefit inventory to package for local sponsorships. To follow is an abbreviated list of some of the benefits the Tour will provide each host city. A detailed list of this inventory is forthcoming. Promotional o Local kick-off Press Conference annotmcing 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 City) o Half-page program ad for each City up to each City to determine how they would best like to utilize this space. o Sponsor `Thank Yous' listed in Tour's Official Program o Link from Official Amgen Tour of California Website to City site for sponsor thank yous o Official Amgen Tour of California City"Welcome Banner"to be placed in prominent location—produced by Tour o Educational Handbook and Curriculum (amount TBD) Hospitality o Hospitality invitations o Access to Finish Line VIP-viewing area o One(1)Amgen Tour of California Leader's Jersey Autographed by 2007 winner On-Site o Big Screen commercial units to be shown on large-screen television at finish line o Public Address Announcements o Lifestyle Festival booths— 10' x 10' (finish line expo area only) o Festival Stage- opportunity to activate/highlight local promotions o Festival-name recognition on thank you board o Brand Kids Zone o Bring in local entertainment(ixband) o Caravan rides o Announcer stage-backdrop with local sponsor signage o Announcer stage- opportunity to interview local presenting sponsor or dignitaries o Welcome Truss Structure- a welcome banner located as you enter into the city 0 10x10 banner structures- signage opportunity B-4 ATTArHFAENT 1, TOUR SPONSORS Protected Categories (Exclusivity) • Biotechnology • Energy Bar • Energy Drink • Financial Services • Health Insurance • Security Systems Category • Software • Web Portal The following categories will NOT be allowed for inclusion in the 2007 Amgen Tour of California- • Firearms • Gaming/Gambling • Pornography • Spirits/Hard alcohol • Tobacco Protected categories by AEG Sponsorship **as of May 10, 2006 These categories are subject to change over the course of the planning process. AEG Cycling will inform all Host cities regarding any additions/deletions made based on National Sponsorship. • Apparel/footwear • Automobile • Cable/satellite • Consumer electronics • Credit card • Gas/convenience • Gyms • Home construction • Risk insurance • Soda/water • Technology • Telecommunications • Wine • Wireless communications • Wireless device B-5 ATTACHMENT I EXHIBIT C Tour Marks All bumf flfomia C-1 �y� 9 ATTACHMENT I EXHIBIT D Host Marks (to be inserted) D-1 �y- 7d