HomeMy WebLinkAboutStaff Report 319-07City of Palo Alto
City Manager’s Report
TO:
FROM:
DATE:
SUBJECT:
CITY 5~NAGER
JULY 23, 2007
APPROVAL OF THE
zlHONORABLE CITY COUNCIL --r
DEPARTM-ENT: CITY MANAGER’S OFFICE
CMR: 319:07
2008 AMGEN TOUR OF CALIFORNIA CITY
PARTICIPATION AGREEMENT WITH AEG AND STANFORD
UNIVERSITY IN ORDER TO HOST THE "OVERALL START"
RECOMMENDATION
Staff recommends that Council authorize the City Manager or his desig-nee:
1. Negotiate and execute 2008 Amgen Tour of California City Participation A~eement with
AEG and Stanford University in substantially the form as Attachment A; and
2. Negotiate and execute a Memorandum of Understanding bem~een the City, Stanford
University and the Local Organizing Committee regarding fundraising efforts for the
Tour (Attachment B).
BACKGROUND
The Tour of California (Tour) is an eight day "stage" bicycling race. The race traverses some of
the more beautiful locations and cities within California to provide spectators and competitors
with a good sampling of the State of California. It is also designed to be a challenging event for
the athletes; essentially a shorter, American version of the Tour de France.
The Tour is in its third year and already claims to be the largest sporting event in the United
States. AEG estimates the more than 1.6 million spectators watched the event in person last year.
Extensive (14 hours) national television coverage is provided for this event on the Versus
(formerly Outdoor Life Network) channel. AEG also has international broadcasting ageements
in place.
The Tour consists of 18 world class professional cycling teams representing over 24 countries.
The number of people who travel with the race is estimated at 800 people including the riders,
event staff and the media.
DISCUSSION
CMR:319:07 Page 1 of 4
AEG solicited the City of Palo Alto and Stanford University in May 2007 to be the "Overall
Start" for the 2008 Tour of California. As a result of this solicitation, staff entered into detailed
discussions with Stanford and AEG.
On June 18, 2007, Mayor Yoriko Kishimoto, Council Members Bern Beecham, and John Barton
submitted a Colleagues’ Memo to the full Counci! recommending that staff pursue discussions
with AEG and Stanford to host the Tour. The Council authorized the Mayor and City Manager to
enter into a Letter of Intent with AEG and Stanford to host the Tour subject to approval of a
formal a~eement.
AEG subsequently selected the City of Palo Alto and Stanford University to be the "Overall
Start" for the Tour of California on February 17, 2008. This particular portion of the race begins
with a prol%o-ue event. This prologue is essentially a time-trial where each athlete rides
individually against the clock for the best time possible.
Benefits
The prologue of the Tour of California will draw an estimated 50,000 people to Palo Alto to
view the event, tile equivalent of a Stanford football game. This will provide an economic benefit
to the City as the spectators spend time and money in Palo Alto at various restaurants, hotels, and
shops. Since it is the start of the Tour of California, the prologue event will receive
approximately two hours of nationa! television coverage featuring Palo Alto and Stanford.
Hosting the Tour will help to accelerate the Destination Palo Alto initiative.
Course Route
The prologue route is approximately 2.5 miles in len~h (Attachment C). The start area will be
directly in front of City Hall on Hamilton Avenue. Riders will proceed eastbound on Hamilton
Avenue and make a left mm onto Webster Street. The route will immediately turn to the west as
riders turn left onto University Avenue to showcase downtown Palo Alto. The riders will
continue on University Avenue and. continue straight as it rams into Palm Avenue. As riders
approach Stanford University, they will ride counter-clockwise around the oval and finish at
Museum Drive and Palm Avenue. At the end of the Prologue, a host stage will be placed on a
parking lot at Stanford University. A lifestyle festival and other related Tour events will be
conducted at the host stage.
Local Organizin~ Committee
Each host city is required to have a Local Organizing Committee (LOC). According to AEG,
"the purpose of the LOC is to plan and execute local tour initiatives of behalf of the host venue."
The LOC will take the lead in raising funds to cover all expenses associate with the Tour.
Currently, the LOC is co-chaired by:.
Chris Ewert, Director, Marketing Operations - Adobe Systems Inc.
Frank Scioscia, Associate Director Major Gifts - Stanford Engineering
CMR:319:07 Page 2 of 4
Joe Manning, Associate Professor, Stanford University
Glenn Rawlinson, Account Executive Strategic Applications, SAP America
Summary of Key Contract Terms and Cost Sharing Arrangement
Under the proposed contract, City and Stanford University will jointly host the Tour. The hosts
will be responsible for providing vaiious goods and services associated with the Tour, including
police services, road closure services, EMS/EMT services, portable restrooms, and trash
removal. Because the Tour will be jointly hosted by the City and Stanford and because the stage
location will be at the Stanford campus, some of these costs include Stanford provided resources.
In addition, the Host is expected to recruit and train volunteers to assist local police and Tour
personnel. In exchange, AEG will provide various Host benefits, including Host recognition at
promotional events, provision of VIP credentials, and participation in ancillary fundraising
events. Further, the Agreement allows the Host to raise local revenues through parking
programs, food and beverage concessions and other ancillary events associated with the Tour.
Under the Agreement, the City and Stanford will be required to indemnify and hold harmless
AEG and other related entities for any negligent or willful misconduct, and AEG will indemnify
the City and Stanford for any negligent or willful misconduct by AEG.
It is contemplated that the LOC will raise all of the necessary funds to cover local expenses
under the A~eement. To the extent there is a shortfall and the local Tour revenues are not
adequate to cover the costs, the City, Stanford and AEG will each bear one-third of those costs.
Cost Estimate
The City of Palo Alto and Stanford University are responsible to provide sig~ficant support and
are responsible for a number of costs associated with the set up and the day of the Tour of
California. The preliminary estimate for combined Palo Alto and Stanford costs to host this event
is $195,000. This is a conservative estimate. The City and Stanford are in the process of
preparing more detailed cost estimates for this event. It is expected that the overall costs will be
reduced as additional event planning continues. The brunt of the costs is related to public
safety/police services.
As indicated above, Stanford wil! share responsibility for the total event costs. It is the
understanding of all parties involvedthat the LOC will raise funds to cover the expenses incurred
by the City and Stanford University. Any costs not covered by LOC fundraising efforts will be
split by the City, Stanford University and AEG by one-third. Any revenue generated from the
event, including but not limited to parking fees, concessions, and local sponsorships will be
donated to non-profit charities. The City, Stanford, and AEG will each designate which charities
will receive up to one-third of that amount.
The Palo Alto Chamber of Commerce and the Palo Alto Downtown Business and Professional
Association are supportive of this event, particularly as it relates to the Destination Palo Alto
effort.
CMR:319:07 Page 3 of 4
RESOUCE IMPACT
This event will require a moderate amount of staff time related to pre-event planning. The
planning effort w-ill span multiple departments. These costs will be absorbed by the City.
Similarly, it is expected that Stanford University will absorb its administrative costs associated
with this event.
A significant amount of additional staff time will be required for set up and the actual race. The
major impact will be on public safety and public works. The initial cost estimate for the City of
Palo Alto and Stanford University is $195,000. It is anticipated that these costs will be offset by
the LOC’s fundraising efforts. In the event that the LOC is unable to meet its fiandraising goals,
AEG w~ll reimburse one-third of the City and Stanford’s costs associated with this event.
POLICY IMPLICATIONS
This recommendation is consistent with existing City policy.
Chris Mogen~n, Assistant to the City Manager
CITY MANAGER APPROVAL:~
Frank Benest, City Manager
ATTACHMENTS
Attachment A: Participation Agreement
Attachment B: LOC Memorandum of Understanding
Attachment C: Course Route
CMR,~ 19.07 Page 4 of 4
Attachment A
AMGEN TOUR OF CALIFORNIA CITY PARTICIPATION
AGREEMENT
Overall Start Prologue: City of Palo Alto
This Amgen Tour of California City Participation Agreement (hereinafter
referred to as the "Agreement") is entered into as of this __ day of ,2007,
by and between AEG Cycling, LLC, a California limited liability company ("AEG
Cycling"), on the one hand, and City of Palo Alto, a municipal corporation organized
under the laws of the State of California ("City") and The Board of Trustees of the
Leland Stanford Junior University, a trust with corporate powers under the laws of the
State of California ("Stanford"). (City and Stanford are sometimes collectively referred to
as City/Stanford and AEG Cycling, City and Stanford 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, !ogos, 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/Stanford wish 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/Stanford 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 StaRe Location. AEG Cycling
licenses to City/Stanford (the "Host") the right to host the Overall Start!Prologue (the
"Host Stage") for the Tour to be held in February, 2008. The 2008 Tour is scheduled to
be held from February 17th through February 24th, 2008 and the Host Stage is scheduled
to be held on Sunday, February 17~h, 2008. Host accepts such license and agrees to
exercise such license to host the Host Stage and to undertake and perform the Host
Obligations, as defined hereinafter and as set forth more specifically in Section 4 of this
Agreement. The Host Stage shall be held at a location in City and at Stanford agreed to
by the Parties and set forth in Exhibit E hereto (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, shal! continue through and including March, 2008 (the "Term").
3. HOST. Host shall be subject to the following requirements:
a. General. At all times during the Term of this Agreement, City will not
discriminate in any way on the basis of age, sex, race, national origin, handicap, religion
or any other characteristic protected by law, in the conduct of its activities.
b. Structure. Host will be led by one or more chairperson(s) who will be
primarily responsible for performance of Host’s obligations under this Agreement. Such
chairperson(s) shall ensure that the Host’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/Stanford (Host shall have the 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) Schoo!/Community Outreach
(10)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 Plannin~ Manual. Host shall provide
assistance in accordance with the 2008 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 reasonable efforts to publicize
and promote the Tour and the Host Stage through all loca! media.
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 2008 Request for Proposal"):
(1) Auxiliary_ Space and Equipment for Tour Requirements: Those
types of areas, premises and equipment for the time period desig-nated on Exhibit A;
(2) Police Services: Local police services to work in coordination
with the California State Highway Patro! 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 c!osure and course safety;
(4) Permits: Host shall expeditiously process requests for all local
permits for operation of the Tour in Host’s locale and presentation of the Host Stage,
including but not limited to special event permits, parking permits, road closure and use
permits, alcohol permits, and concession sales permits;
(5) EMS/EMT Services: Emergency medical services and emergency
medical technicians to serve the general public at and on the day of the Host Stage in
City;
(6) Portable and/or Public Restrooms: Portable (e.g., port-o-johns) or
public restroom facilities on the day of the Host Stage in a number and location to be
determined by Tour representatives in consultation with Host;
(7) Waste Management/Trash Removal: Waste management and
trash removal services following conclusion of the Host Stage in City/Stanford; 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 of its volunteers and AEG Cycling and Medalist will assist Host in training
such 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 and
City/Stanford.
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d. Tour Course Layout and Host Sta~e Location. Host, Medalist and AEG
Cycling agree on the design and layout of that portion of the City and Stanford through
which the Tour course will run (as set forthin Exhibit E). Subject to all normal
permitting requirements, Host shall provide access to such course without imposition of
any extraordinary site fees.
e. Ambush-Free Zone. Host agrees to work with AEG Cycling and Medalist
to create a zone which consists of the Host Stage 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 Marketing. Host agrees to use its commercially reasonable
efforts to: (1) minimize the "ambush marketing" of Tour sponsors and local sponsors in
and around City and the Host Stage 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 events from
being scheduled in City during the week prior to, through the week following, the Tour,
unless such major sporting events are approved in writing by AEG Cycling and under
such conditions as Medalist and AEG Cycling may specify (nothing in this section is
intended to prevent or restrict intercollegiate sporting events held on the Stanford
campus).
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 wilt cooperate with the
media and marketing plan of AEG Cycling and its contractors, Medalist and designated
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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 Recoanition. 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.
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
use best efforts to 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, ifAEG
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.
m. Proposed Host Contracts. Host shall use best efforts to 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 2008 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
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. Pro~ess 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 p~,ogress 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. Other Event Details. The Parties each understand and agree that there are
operational details relating to the Host Stage that are not addressed in this Agreement
(including, but not limited to, number of booths available to Host at the festival, number
of VIP/Hospitality tickets available for certain Host and LOC attendees, timing for
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logistics and setup/tear down, and food and beverage concessionaire approval). The
Parties all agree to negotiate the resolution of any such open issues promptly and in good
faith
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"):
a. Recoanition. Include recognition for Host in the official Tour Guide, Tour
web site, and in a press conference announcing that Host has agreed to serve as the host
for the Host Stage of the Tour. Host recognition shall be in conformance with the
requirements set forth in Exhibit F;
b. Hospitali _ty. 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. Ancillar3, 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 6.c. and 7 of this Agreement.
b. Expenses. All Host expenses incurred by City and Stanford pursuant to
Section 4.c. shall be paid from fund raising efforts of the LOC. If the funds raised by the
LOC, less any revenues raised pursuant to Section 6.c. are insufficient to fully fund the
full costs for the Host Location AEG, City and Stanford each agree to equally bear (one-
third each) of the amount by which the actual costs less revenues exceed funds raised by
the LOC. City and Stanford shall each retain invoices or other documentation sufficient
to establish the expenses to be borne by AEG, City and Stanford.
c. Local Revenues. Host intends to cooperate with the LOC to provide
certain revenue generating programs in order to offset expenses. The parties have agreed
that any additional local revenue generated from the event, including but not limited to
parking fees, concessions, and local sponsorships, will be donated to non-profit charities
to be designated by Stanford, the City and AEG Cycling and that each designated charity
will receive up to one-third (1/3) of such additional local revenue generated.
(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 ac ~knowledges and agrees that AEG Cycling holds and
retains superior rights to grant sponsorships for the Tour, including for a title and
presenting sponsor as well as for sponsorships which will grant recognition for the entire
Tour (collectively, the "Tour Sponsors"). Notwithstanding the foregoing, AEG Cycling
grants to Host a license to solicit and secure local sponsors to support the activities of
Host in connection with the Host Stage, in accordance with the following terms and
conditions:
a. Designation. Each local sponsor may be given the designation °’Local
Stage Sponsor", to the exclusion of any other sponsorship designation. A Local Stage
Sponsor may neither be referred to nor describe its involvement with the Host Stage by
any other designation, including but not limited to a sponsor of the Tour or a local
sponsor of the Tour.
b. Sponsorship Levels. Host may create one or more sponsorship levels for
Local Stage Sponsors, including a local presenting sponsor.
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c. Local Sponsorship Benefits. Host shall be able to provide Local Stage
Sponsors with those local sponsorship benefits to be provided by AEG Cycling. 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 fol!owing guidelines provided by AEG Cycling.
(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 fights to become a
Local Stage Sponsor to any company which manufactures, markets or distributes
products or services in any of the Tour Sponsor Categories, such right being reserved to
AEG Cycling for Tour Sponsors.
(2) AEG Cycling Approval. AEG Cycling shall have the right of prior
review and prior written approval over the identity of all proposed Local Stage Sponsors
as well as recognition and benefits to be provided by Host to such Local Stage Sponsors.
Host acknowledges that such review and approval is necessary to avoid conflicts between
Tour Sponsors and Local Stage Sponsors.
(3) Sponsorship Priority. The title sponsor of the Tour as well as all
other sponsors of the Tour designated by AEG Cycling shall have priority over and rights
superior to that of any local sponsor.
(4) Submission of Materials to AEG Cycling. Host must submit all
prospective sponsor lists and packages, art work, copy and designs to AEG Cycling for
approval in advance.
(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 t3~pe.
8. Required Clauses. Host agrees that, in each written contract that the
City/Stanford 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, Host shall use
commercially reasonable efforts to incorporate the following clauses:
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
g~lild fees and the like) as may be necessary for the presentation of all such events, to the
extent permitted by AEG Cycling, in any and all media and in any and all forms, whether
now ~known or hereafter developed.
c. Indemnification. Every party contracting with or providing goods or
services to Host in connection with the Host Stage or the Tour and/or events related
thereto must agree to indemnify, defend and hold harmless AEG Cycling, AEG,
Medalist, 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,
10
defense or settlement of any or all of the foregoing ("Claim" or "Claims") resulting from,
arising out of or in connection with the contracting parties’ obligations to Host or the
provision of goods or services to Host.
d. Compliance with Law. Every party contracting with or providing goods
or services to Host in connection with the Host Stage or the Tour and/or events related
thereto must agree to comply with all laws, ordinances, orders, rules and regulations
(state, federal, municipal or promulgated by other agencies or bodies having or claiming
jurisdiction) applicable to the performance of such party’ s obligations to Host.
e. Exculpation Clause. 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 relating to Host
negligence or willful misconduct and not to 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) sha!l 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.
This section shall not apply to any agreements between Host and any other law
enforcement or other public agency to provide any of the services listed in Exhibit A.
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
11
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 ofgoodwil! 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 b,¢ Host. Host will not, at any time, disparage,
dilute or adversely affect the validity of the Tour Marks or take any action, or otherwise
suffer to be done any act or thing which may at any time, in any way materially adversely
affect any rights of AEG Cycling in or to the Tour Marks, or any registrations thereof or
which, directly or indirectly, may materially reduce the value of the Tour Marks or
detract from their reputation. This section shall not be interpreted to preclude any action
or proceeding by Host to enforce or defend its rights under this Agreement and shall not
12
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 potential
host within the State of California and agrees that it shall not represent otherwise to any
third party or use the expression "preferred", 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
13
with the Tour Marks if such slogan or graphic device implies an ongoing association with
the Tour.
b. Host Marks.
(1) License to Use Host Marks. Host hereby grants to AEG Cycling a
limited non-exclusive license to use the name, logos, trademarks, service marks, desi~s,
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 any and all 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 Ageement. 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.
14
(4) AEG Cycling (as well as Amgen) shall own all right, title and
interest in and to the Tour Marks. AEG Cycling shall have the right to take all steps
reasonable necessary to protect the Tour Marks through PTO registrations and such
foreign registrations as it deems desirable and through reasonable prosecution of
infringements. AEG Cycling shall be the record owner of all such registrations for the
Tour Marks. Host shall cooperate as reasonably necessary to assist AEG Cycling in
obtaining such trademark protection and in prosecuting any alleged infringements of the
Tour Marks.
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. Stanford shall be
permitted to sell merchandise bearing Stanford marks at the Host location during the Host
Stage at reasonably agreed upon locations which locations must be pre-approved by AEG
Cycling and which approval shall not be unreasonably withheld, delayed or denied.
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
15
connection with Host’s products and services as well as any premiums that Host may
wish to use containing the Tour Marks. If Host’s request is not responded to by AEG
Cycling within ten (10) business days after AEG Cycling has received the material from
Host, Host shall provide written notification to AEG Cycling of such fact and AEG
Cycling agrees that any such proposed materials shall be deemed denied if Host’s request
is not responded to within five (5) business days following receipt of such written notice.
Host shall not distribute any material without the prior written approval of AEG Cycling.
b. Host shall supply free of charge to AEG Cycling for administrative and
archival purposes two (2) originals of all advertising, promotional or other materials in
connection with the products and services to be used by Host in connection with the
licenses granted under this Agreement.
c. All requests for approval, including representative samples of all
advertising, promotional and other materials shall be sent to AEG Cycling at the address
for notices under this Agreement to the attention of the individual designated to receive
notices for AEG Cycling.
13. Broadcast and Media Ri~hts~ 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. AEG Cycling agrees to use commercially reasonable efforts to comply
with Stanford’s media use, video, photography policies and practices related to how
Stanford campus may be televised and otherwise presented in promotional materials,
television, etc. Such policies and practices (the "Policy") are located at
http:iiwww.stanford.eduidept/ucomm!policiesirequests.html. Notwithstanding the
foregoing, Stanford agrees that the contact persons designated on the Policy will not have
approval rights over AEG Cycling’s filming of the Host Stage, but will only act to assist
AEG Cycling with the logistics of such filming.
14. Ownership and Protection of Intellectual Proper~.
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,
16
graphics, including all copyrights and proprietary rights therein, and any inventions and
discoveries first conceived or developed, whether or not protected by patent, trade secret
or copyright, subject to the ownership rights of the other Party to such other Party’s
trademarks to the extent that such are incorporated into such intellectual property (such
property being collectively referred to as the "Intellectual Property"). (That Intellectual
Property which has been created by or on behalf of Host is referred to as the "Host
Intellectual Property" and that Intellectual Property which has been created on behalf of
AEG Cycling is referred to as the "AEG Cycling Intellectual Property".)
(2) Notwithstanding the foregoing, the Parties acknowledge and agree
that the Tour Marks and the distinctive colors, concepts, indicia and look displayed by
AEG Cycling throughout the Tour and by AEG Cycling in its regular business operations
and materials shall constitute AEG Cycling Intellectual Property and therefore be owned
by AEG Cycling. Host expressly acknowledges that the Parties have agreed that all
copyrightable aspects of the AEG Cycling Intellectual Property are to be considered
"works made for hire" within the meaning of the Copyright Act of 1976, as amended (the
"Act"), of which AEG Cycling is to be the "author" within the meaning of such Act. All
such copyrightable works, as well as all copies of such works in whatever medium fixed
or embodied, shall be owned exclusively by AEG Cycling as its creation and Host
expressly disclaims any interest in any of them. Host expressly acknowledges that it is
not a joint author and that the AEG Cycling Intellectual Property and all other work
created by AEG Cycling hereunder are not joint works under the Act.
(3) In the event (and to the extent) that any AEG Cycling Intellectual
Property or any part or element thereof is found as a matter of law not to be "work made
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.
17
(5) The Parties agree to affix appropriate cop?a’ight 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 Propert3/,
(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 defense of
any proceeding or claim with respect to the use of any Tour Marks by Host in accordance
with the terms of this Agreement. 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 defense.
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
18
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.
(5) It has inspected and approved the tour course layout and host stage
location as specified in Exhibit E.
b. By Host. Host represents and warrants that:
(1) It has the full right, power and legal authority to enter into and
fully perform this Agreement in accordance with its terms without violating the rights of
any other person, that there are no other agreements or commitments, oral or written, that
will interfere with its full performance hereunder and that it will fully comply with all
federal, state and local laws, rules and regulations applicable to the day-to-day conduct of
its business and to its obligations and performances hereunder;
(2) Host owns or has the authority to grant to AEG Cycling a license
to use the Host Marks;
(3) The Host Marks do not infringe the trademarks or other proprietary
rights of any other person or entity;
(4) Any materials created under the control, direction or supervision of
Host shall be original, shall be owned by Host and shall not infringe any third party
copyright or trademark; and
(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
19
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 Cvclinm AEG Cycling shall indemnify, defend and hold
harmless Host, its affiliates, and their respective trustees, 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, !osses or expenses, including without limitation, interest, penalties,
reasonable attorney’s fees, and all amounts paid in the investigation, defense or
settlement of the foregoing (the"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, parmers, trustees, shareholders, members, agents, employees,
volunteers and other representatives (collectively, the "AEG Cycling Indemnified
Parties"), from and against any and all Claims arising out of, based on or in any other
manner related to: (1) the breach of any representation, warranty, material covenant or
obligation of Host under this Agreement; (2) any negligent act, omission or willful
conduct by Host; (3) the products, services, and other deliverables provided by Host and
its employees, volunteers, agents, representatives and contractors in carrying out its
obligations under this Agreement; provided, however, that Host shall not be responsible
for indemnification resulting from road conditions of State of California maintained
highways and roads (4) the exercise by Host of its rights and the Host Benefits under this
Agreement, including but not limited to any parking, food and beverage concessions,
ancillary events or local sponsorships organized by Host; (5) advertiser’s liability or other
claim arising out of or in connection with the use by Host of the Tour Marks, including
but not limited to any claim based upon an allegation of sponsorship or guaranty by AEG
Cycling of City; (6) a claim that the Host Marks infringe upon any patent, copyright,
trademark, trade secret or any other right of a third party; and (7) the failure or alleged
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
20
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 defense of any such Claim, action or proceeding. The indemnitee
shall cooperate with the indemnitor in the investigation, defense and!or settlement of any
such Claim. The indemnification obligations in this Section 17 of this Agreement shall
survive the expiration and/or termination of this Agreement.
18. Termination.
a. Default. Either Party may terminate this Agreement, at its option, upon
written notice to the other Party, upon the occurrence of one or more of the following
events (the "Termination Events"):
(1) Material breach of any covenant, agreement, representation,
warranty, term or condition of this Agreement, if such breach has not been waived in
writing and if such breach is not cured or remedied by the breaching Party to the other
Party’s reasonable satisfaction within thirty (30) days after delivery of written notice
specifying the nature of the breach, or if the Parties agree that the breach is not capable of
being cured or remedied within said thirty (30) days, then within the time period mutually
agreed to by the Parties in a jointly approved plan of corrective action developed within
thirty (30) days after the delivery of written notice to the breaching Party specifying the
nature of the breach;
(2) A Party becomes insolvent, fails to pay its debts or perform its
obligations in the ordinary course of its business as they become due, admits in writing its
insolvency or instability to pay its debts or perform its obligations as they become due, or
becomes the subject of any voluntary or involuntary proceeding in bankruptcy,
liquidation, dissolution, receivership or general assignment for the benefit of creditors,
provided that, if such condition is assumed involuntarily, it has not been dismissed with
prejudice within sixty (60) days after its commencement; or
(3) A Party is the subject of public controversy of such a magnitude
that such Party’s association with the other Party pursuant to this Agreement creates a
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.
21
b. Effect of Termination. Should either Party terminate this Agreement as a
result of a Termination Event set forth in subsection a above, then upon termination of
this Agreement, Host’s Host Benefits shall terminate and Host shall cease using the Tour
Marks. In addition, should such termination result from termination notice given by Host
to AEG Cycling from occurrence of a Termination Event of the type set forth in Sections
18.a. 1 or 18.a.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
18.a. 1 or 18.a.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; provided, however, that in no event shall Host
be liable to AEG Cycling for amounts in excess of $10,000.
19. Independent Contractors. AEG Cycling, City and Stanford are each
independent contractors with respect to each other and nothing herein shall be deemed or
construed to create any parmership, joint venture or agency relationship among or
between them. City and Stanford are 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. No Party shall have any authority to contract or bind any other Party in any
manner and shall not represent itself as the agent of the other. Moreover, AEG Cycling
acknowledges that while both City and Stanford are both co-hosting the Host Stage, each
is a separate and independent legal entity and neither has any authority to act on or on
behalf 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) 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 AEG Cycling, with limits not less than $1,000,000
each accident combined single limit for bodily injury and property damage
22
(3) 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;
(4) 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
(5) 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 Host.
Policies (1), (2) and (4) 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
23
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:
(1) General Liability insurance or self-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 or self-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.
Any such third party insurance 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), (2) and (4) above shall be endorsed to name AEG Cycling and the AEG
Cycling Indemnified Parties (as defined in Section 17.b. of this Agreement) as Additional
Insureds with respect to the negligent acts or omissions of Host.
24
At least 15 days prior to each Tour, Host shall provide AEG Cycling with a certificate of
insurance certifying that the appropriate insurance is in place and that the policies have
been properly endorsed to meet the insurance requirements as set forth above.
21. Force Maieure. In the event that the Tour does not take place or is rescheduled,
in whole or in part, due to any Act of God or other event not reasonably foreseeable by
the Parties or beyond the control of the Parties which is generally considered an event of
force majeure ("Force Majeure"), including without limitation, weather, fire, flood, act of
public enemy or terrorism, strike or labor dispute, governmental action or directive or
local, regional or national day of mourning, whether such event of Force Majeure has
occurred in a community through which the Tour course shall run or not, then AEG
Cycling may discontinue provision of the Host Benefits to and for the benefit of Host and
Host need not continue to perform those Host Obligations which remain unperformed as
of the date of cancellation or postponement. AEG Cycling shall determine, using a
reasonableness standard, 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 in connection with the Tour 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. However, should AEG unilaterally cancel the Host Stage for reasons
other than Force Majeure or a Termination Event, AEG shall, subject to the terms of
Section 18.b., repay to Host all amounts reasonably expended by Host in performing its
obligations hereunder. 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.
25
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 the City and County of San
Francisco, 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, the Parties shall be permitted to seek equitable relief to prevent the
unauthorized uses of said Party’s marks.
25. Liability of the Parties.
a. Host. Host 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 Host hereunder.
b. AEG Cycling. AEG Cycling 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 AEG Cycling hereunder shall constitute an
obligation of AEG Cycling hereunder
26. Specific Performance. Host agrees and acknowledges that the duties, obligations
and responsibilities of AEG Cycling under this Agreement are unique, and, therefore,
Host agrees and acknowledges that monetary damages may not be an adequate remedy
for breach of this Agreement. Therefore, Host acknowledges and agrees that, in the event
of a breach by Host, AEG Cycling may suffer irreparable harm. Therefore, upon
establishing legal and sufficient proof, AEG Cycling may be entitled to the remedy of
specific performance, which shall not be the exclusive remedy for any violation of breach
of this Agreement. Notwithstanding anything to the contrary herein, Host shall not have
the right to seek specific performance as a remedy hereunder.
27. General.
a. Assi,_aunent. 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, seventy-two (72) hours after the same is deposited in the United
26
States mail, postage prepaid, registered or certified first class mail, return receipt
requested addressed as set forth below, or to such other address as either of the parties
shall advise the other in writing or sent by confirmed facsimile transmission:
If to Host:
CITY OF PALO ALTO
250 Hamilton Avenue, 7th Floor
Palo Alto, CA 94303
Attn.: _Frank Benest, City Manager
The Board of Trustees of the Leland
Stanford Junior University
Address
Stanford, CA 94305
Attention:
If to AEG Cycling:
1100 S. Flower St, Suite 3200
Los Angeles, CA 90015
Arm: Shawn Hunter
with a copy to:
AEG Cycling, LLC
1100 S. Flower St, Suite 3200
Los Angeles, CA 90015
Arm: Shervin Mirhashemi, Esq.
c. Entire A~eement; 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.
27
f. Successors and Assians. This Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and authorized assi~s.
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 A~eement. 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. Intentionally Omitted.
j. Survival. Those covenants, acknowledgments, representations, agreements
and obligations contained in Sections 9.a.4, 9.a.5, 9.a.6.g, 13-16, 17, 18.b., 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.
I. Time of Essence. The Parties agree that time is of the essence in performing
obligations under this Agreement.
m. Exhibits. The documents attached hereto as exhibits are incorporated by
reference herein and made a part of this Agreement as if fully set forth herein.
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 the City and County of San Francisco,
28
California. All Parties accept, 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. The Parties further agree
that each 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. All Parties acknowledge that each 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 Part~ Beneficiaries. It is expressly understood that there are no third
party beneficiaries to this Agreement.
29
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this A~eement on their respective behalf, all as of the day and
year first above written.
AEG CYCLING:
AEG CYCLING, LLC
By:
Name: Shawn Hunter
Title: President, AEG Sports & Chief Marketing Officer
HOST:
CITY OF PALO ALTO
By:
Frank Behest
City Manager
Approved as to form:
Sr. Asst. City Attorney
The BOARD OF TRUSTEES OF THE LELAND STANFORD JL~IOR UNIVERSITY
By:
Jean McCown
Title:
30
EXHIBITS
A
B
C
D
E.
F.
Host City 2008 Request for Proposal
Tour Sponsors
Tour Marks
Host Marks
Tour Location
Recognition of Host
EXHIBIT A
Host City 2008 Request for Proposal
(see attached)
A
HOST CITY REQUIREMENTS - OVERALL START
HOST CITY REQUIREMENTS - OVERALL START
As a partner of the Amgen Tour of California, Hosts are 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 pro~am, 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
¯Printin~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 ofpre-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 Host Stage. Please note that the
Tour provides medical services for the athletes, team support and staff personnel.
Placement of EMT/EMS services will be decided by the Tour’s Technical Director in
consultation with Host.
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. Notifications should be hi-lingual, including both an English and Spanish
version.
PORT-O-LETS - Host cities will secure port-o-let services or public restrooms during
the day of the Host Stage. The number of units and placement &the units will be
mutua!ly 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 ACCOMODATIONS
LOC site visit rooms - Twent3, (20) Hotel Room Nights at the required room
rate of $99 (or less), including all taxes and fees, to be used from July 1, 2007
to Feb 17, 2008
VIP/SPONSOR Hotel Rooms - Host Venue Must Secure the Requested
Rooms at the required room rate of $99 (or less), including all taxes and fees.
These rooms shall be paid for by AEG Cycling
Host Venue Financially Responsible for:
FINISH ADVANCE CREW = 143 rooms (91 singles; 52 doubles) Night
before the Overall Start.
MEALS
PER DIEM-Excluding athletes and team support personnel, a dinner per diem
of $15 (per person) should be provided for the staff of (410) people in lieu of
an organized dinner meal.
LUNCH MEAL - The Host should assist the tour with providing a lunch meat
the day of the Overall Start stage, for approximately 35 working media. The
lunch meal should be located at the designated Media Office.
AUXILIARY SPACES
The Host venues are responsible for providing the following auxiliary spaces.
PRESS WORK ROOM (3 days -day of race and the two (2) days preceding
day of race) - Requires approximately 500 to 1,000 square feet. Must have
power, DSL and wireless internet access
T1 Line- A minimum of a T1 Line established at the finishline near the TV
compound (to be mutually determined)
PARKING REQUIREMENTS
TEAM PARKING (Day of race)- Requires parking for
approximately 150 vehicles.
VIP/SPONSOR PARKING - Requires parking located
adjacent to the start/finish area for approximately 150 vehicles for VIP’s and
Sponsors.
FESTIVAL EVENT VENDOR PARKING-Requires
parking within close proximity of the start/finish area for approximately 100
vehicles for event and festival vendors.
EXHIBIT B
TOUR SPONSORS
Protected Cate~oories (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
2008 Amgen Tour of California:
¯Firearms
¯Gamin~Gambling
¯Pornography
¯Spirits/Hard alcohol
¯Tobacco
Protected categories by AEG Sponsorship
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
¯SodaYwater
¯Technology
¯Telecommunications
¯Wine
¯Wireless communications
¯Wireless device
B-1
EXHIBIT C
Tour Marks
TourofCalifornia
C-1
EXHIBIT D
Host Marks
(to be inserted)
D-1
Exhibit E
(Tour Route)
E-1
Exhibit F
(Host Recognition)
F-1
Attachment B
City of Palo dto
Office of the City Manager
July 17, 2007
Joe Manning
658 Escondido Rd.
Stanford, CA 94305
Chris Ewert
345 Park Avenue
San Jose, CA 95110
Frank Sciscia
2160 Mills Ave.
Menlo Park, CA 94025
Glenn Rawlinson
350 Ambar Way
Menlo Park, CA 94025
Re: Memorandum of Understanding
Dear Messieurs Manning, Ewert, Sciscia, Rawlinson:
This will confirm our high level understanding of the role of the Local
Organizing Committee (LOC) in connection with the planned Tour of California
event.
The City of Palo Alto and Stanford University have entered into an agreement
with AEG Sports in order to host the Prologue of the Tour of California (Tour)
on Sunday, February 17, 2008. The Tour will help promote the sport of
cycling, provide visibility to the City and Stanford, as well as generate local
economic activity by attracting visitors to Palo Alto hotels, restaurants,
merchants and other hospitality and visitor-related amenities.
There will be a number of costs associated with hosting the Prologue,
especially public safety, emergency medical, and public works staffing costs.
We are fortunate that a Local Organizing Committee (LOC) is committed to
Printed with soy-based in-ks on 100% recycled paper processed without chlorine
RO. Box 10250
Palo Alto, CA 94303
650.329.2563
650.325.5025 fax
raising funds from local sponsors to cover hosting costs. The LOC is co-
chaired by Chris Ewert, Director of Marketing for Adobe Systems, Inc.; Joe
Manning, Associate Professor at Stanford University; Frank Scioscia, former
Event Director of San Francisco Grand Prix; and Glenn Rawlinson, Account
Executive Strategic Applications SAP America.
The LOC’s role is to provide fundraising for the local host costs of the Tour.
The local Tour costs are described in more detail in Exhibit A to this letter. It
is anticipated that the LOC will raise sufficient funds to cover all of the local
Tour costs. The current rough estimate of these costs is $195,000. In
addition, the LOC has agreed to secure the necessary hotel rooms required by
AEG for the event. To the extent the City or Stanford receive any revenues
from the event (through parking, concessions or the like), those revenues will
be applied to offset the local host costs. As a further "safety net" measure,
AEG has agreed to cover one-third of any local hosting costs not covered by
LOC fund-raising. The City and Stanford have agreed to cover the remaining
two-thirds.
The formal staff contacts for the two hosts are:
City of Palo Alto
Chris Mogensen
250 Hamilton Avenue
(650) 329-2512
Chris, moqensen@cityofpaloalto,orq
Stanford University
Matthew Bahls
Building 170, ist Floor
650 723-6318
mbahls@stanford.edu
The City of Palo Alto and Stanford University look forward to working
cooperatively with members of the LOC on this exciting and rewarding Tour of
California Prologue.
Sincerely,
Yoriko Kishimoto
Mayor
City of Palo Alto
Jean McCown
Assistant Vice President
Director of Community Relations
Stanford University
Frank Benest
City Manager
2
City of Palo Alto
Agreed:
Chris Ewert, Co-Chair
Joe Manning, Co-Chair
Frank Sciosci, Co-Chair
Glenn Rawlinson, Co-Chair
Attachment
Attachment C