HomeMy Public PortalAboutORD14358 BILL NO. 2008-9
SPONSORED BY COUNCILMAN Koon
J JJ�� � v
ORDINANCE NO. / `7 0
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH THE TOM, INC FOR THE
CITY TO BE A HOST CITY FOR THE TOUR OF MISSOURI BIKE RACE EVENT.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized and directed to
execute a Host City Agreement with the TOM Inc. for the City of Jefferson to be the Host
City for one section of the "Tour of Missouri" bike race.
Section 2. The agreement shall be substantially the same in form and content as
the agreement attached hereto as Exhibit 1.
Section 3. This Ordinance shall be in full force and effect from and after the date
of its passage and approval.
• Passed: Approve. . 7 204)
Pr siding Officer Mayor
AT ST: APP VED AS TO FORM:
ity CI rk Ci ou selor
• Drafter's Note: Deleted text is shown thtts. Inserted text is shown thus.
S:\Myfiles\Council\Ordinances\2008-009.wpd
I u 35�
• TOUR OF MISSOURI HOST CITY AGREEMENT
(Stage: City of Jefferson City,MO)
THIS&REEMENT(hereinafter referred to as the"Agreement")is entered into as of this
day of 2008, by and between Tour of Missouri, Inc. a Missouri not-for-profit
corporation 010M,Inc"),the City of Jefferson City,a municipal corporation organized under the
constitution and laws of the State of Missouri (the"City"), and Jefferson City/cole County Tour
of Missouri Foundation,Inc.,a Missouri Not-For-Profit,formed as the local organizing committee
for the City(the"LOC") (TOM Inc., the City and the LOC are sometimes individually referred to
as a "Party" and collectively as the "Parties") with respect to the following facts and objectives
which are a material part of this Agreement:
A. TOM Inc. owns the rights to the Tour of Missouri (the"Tour"), a multi-day, multi-
stage cycling race across the State of Missouri,and also owns certain registered and patented marks
and logos relating to the Tour of Missouri;
B. The City and the LOC wishes to acquire the rights and benefits of hosting a STAGE
FINISH of the Tour and to undertake all of the obligations related to such hosting; and
C. TOM Inc. wishes to grant the rights and benefits of hosting a portion of the Tour to
the City and the LOC under the terms and conditions provided herein.
• NOW THEREFORE,in consideration of the covenants contained herein and for other good
and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the
Parties agree as follows:
1. Designation of Host and Location of Host Stage Venue. TOM Inc. licenses to the
City and the LOC(collectively,"Host")the right to host the STAGE FINISH(the"Host Stage")for
the Tour to be held in September,2008.The Tour is scheduled to be held from September 8 through
September 14, 2008, and the Host Stage is scheduled to be held on September 12, 2008. Host
accepts the license granted and agrees to exercise such license to host the Host Stage and to
undertake and perform the Host Obligations set forth in this Agreement. The Host Stage shall be
held at a location in the City which shall be subject to the prior review and approval of TOM Inc.
(the"Host Stage Venue").
2. Host Obligations. In consideration of the license grated by TOM Inc. to host the
Host Stage and receive the Host Benefits(defined in Section 3 below),Host agrees to undertake and
perform the following obligations (the "Host Obligations"), all at Host's sole cost and expense
unless otherwise provided:
a. Implementation in Accordance with Host Venue Requirements. Perform
the Host Obligations in accordance with the terms and conditions set forth in the 2008 Host
Venue Requirements, a copy of which is attached hereto as Exhibit"A" (the"Host Venue
Requirements"). The Host Venue Requirements are part of this Agreement and are
incorporated herein by this reference.
• b. Publicity and Promotion. Use its best efforts to publicize and promote the
Tour and the Host Stage through all local media.
C. Host Obligation Specifications. Undertake the following for the Host Stage,
at the sole expense of Host, all in accordance with the operational and technical
specifications set forth in the Host Venue Requirements:
(1) Auxiliary Space and Equipment for Tour Requirements: Provide those types
of areas,premises and equipment for the time period designated in the Host
Venue Requirements;
(2) Police Services: Provide local police services to work in coordination with
the Missouri Highway Patrol and Missouri Department of Transportation,as
well as Tour representatives and volunteers,to provide for safe road closure,
fixed-post positions, traffic and crowd control, and general public safety;
(3) Public Works and Road Services: Support police efforts to ensure road
closure and course safety;
(4) Permits: Issue 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: Provide emergency medical services and emergency
medical technicians sufficient to serve the general public at and on the day
of the Host Stage;
(6) Portable and/or Public Restrooms: Provide portable (e.g., port-ojohns) or
public restroom facilities on the day of the Host Stage in a number and
location to be determined by Tour representatives;
(7) Waste Management/Trash Removal: Provide waste management and trash
removal services following the conclusion of the Host Stage; and
(8) Volunteers: Recruit that number of volunteers designated in the Host Venue
Requirements to assist local police and Tour personnel with various functions
to be designated by Tour representatives. Host will be responsible for the
selection and training,with assistance from Tour officials,of its volunteers.
All volunteers will be expected to perform their assigned duties and services
in a professional and highly competent manner, to the best and full limit of
their abilities at all times and in accordance with the highest quality
standards, applicable law and the rules and regulations established by Host
• and TOM Inc..All volunteers will be required to sign the standard Volunteer
Waiver and Release of Liability, Assumption of Risk and Indemnity
• Agreement form provided by TOM Inc. for the Tour.
d. Tour Course Layout and Host Stage Venue. Assist TOM Inc. in obtaining
a design and layout of that portion of the City and Cole County (the "County") (if
applicable) through which the Tour course will run and provide access to such course
without imposition of any site fees.
e. Ambush-Free Zone. Work with TOM Inc. to create a zone which consists
of the Host Stage Venue and a radius around the Host Stage Venue (the "Ambush-Free
Zone")that shall be free from temporary merchandise vending, temporary advertising, and
temporary signs and inflatable items. The parameters of the Ambush-Free Zone should be
within a 100-yard radius of the Start/Finish area. Host represents to TOM Inc. that it has
obtained commitments of appropriate governmental agencies to assist with enforcement of
its obligations in connection with the Ambush-Free Zone, including the City police and
County sheriff's departments.
f. Ambush Marketine. Use its best efforts to: (1) minimize the "ambush
marketing"of Tour sponsors and local sponsors in and around the City and the Host Stage
Venue during the Tour;(2)prevent Commercial Exploitation Rights(as hereinafter defined)
identified with the City, County and otherwise 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;
• g. Merchandise Counterfeiting and Trademark Enforcement. Obtain the
commitment of appropriate City,County,and/or other governmental entities to assist TOM
Inc., and shall itself assist TOM Inc., in preventing unauthorized use of the Tour Marks,
admission tickets for the Host Stage, and other intellectual property, and in preventing the
sale or distribution of unlicensed merchandise bearing the Tour Marks or any other reference
to the Tour. Such assistance shall be required during the Term of this Agreement and
continue through thirty(30) days following the Tour.
h. Media and Marketing Plan Cooperation. Cooperate with the media and
marketing plan of TOM Inc., including accommodating television broadcasters, sponsors,
and other persons and entities to whom and to which TOM Inc. has granted and will grant
rights.
i. Insurance. Procure and provide insurance as specified in Section 7 below.
j. Tour Sponsor Recognition._Tour sponsors. shall have the right to have
recognition and visibility at the Host Stage Venue and that TOM Inc. shall determine the
placement of signage, recognition, and visibility.
k. Sale of Merchandise. No merchandise other than that designated by TOM
Inc. will be sold on-site at the Host Stage Venue during the Tour without the prior written
• consent of TOM Inc..
1. Reference to Name of Tour. Refer to the Tour by the exact name supplied
• by TOM Inc. from time to time, including any title or presenting sponsor identification
(should title or presenting sponsorship rights be granted),and shall include,in all agreements
that Host may enter into with third parties, a requirement that all third parties utilize the
exact name for the Tour supplied by TOM Inc. from time to time.
m. Proposed Host Contracts Submit to TOM Inc.for prior review and approval
all 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 required to include the clauses set forth in attached
Exhibit`B."
n. Anti-Gou iging Provisions.Exercise best efforts to make sure that hospitality
services(including lodging and restaurants)are provided at reasonable prices for visitors and
tenants.
o. Cycling Requirements. Undertake to respect the minimum requirements for
the sport of cycling as defined by the various governing organizations over the sport of
cycling.
P. Guidelines and Amendments.All services and other activities required to be
performed or provided by Host described in this Agreement will be performed or provided
in compliance with all reasonable and customary guidelines, standards, policies and
• directives(collectively,"Guidelines")developed and issued by TOM Inc.from time to time.
Host recognizes that, while the Host Venue Requirements represent the current position of
TOM Inc. 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. TOM Inc. reserves the
right to propose amendments to this Agreement, including the Host Venue Requirements,
to address such changes and Host agrees to approve such amendments so that the Tour and
the Host Stage will be presented in the best possible manner. Should such amendments to
the Agreement or any Guidelines result in adverse effects on the financial or other
obligations of Host,it will so inform TOM Inc.in writing and TOM Inc.will then negotiate
with Host in order to address such adverse effects in a mutually satisfactory manner.
q. Progress ss Reports. On June, 2008, July, 2008, and August, 2008, submit to
TOM Inc.written progress reports describing the status of its plans relating to the Host Stage
and the Host Stage Venue and any related events, as well as copies of committee meeting
minutes. Such periodic progress reports shall include,but not be limited to,information on:
(1)the local sponsorships sold by Host and the status of efforts to present local sponsorship
opportunities to various prospects; and (2) other revenues that Host has generated and
expects to generate to pay the costs of discharging its obligations under this Agreement.
r. Promotion of Goodwill. Conduct the activities contemplated by this
Agreement and the Host Venue Requirements in such a way as to promote the goodwill
associated with the Tour,the Host Stage and the Host Stage Venue, TOM Inc.,the State of
• Missouri, and the sponsors of the Tour, and not, at any time, disparage the good name,
reputation, or image of the Tour,the Host Stage and the Host Stage Venue, TOM Inc., the
• State of Missouri, or the sponsors of the Tour.
S. No Disclosure. This Agreement and its terms are confidential. Host shall
not make any public or private disclosure of the terms of this Agreement except as may be
required by law.
t. Other Services. Host will provide those other services and undertake those
other obligations set forth in Host Venue Requirements, as well as those that may be
reasonably requested by TOM Inc..
3. Host Benefits. In consideration of the agreement by Host to undertake and perform
the Host Obligations,TOM Inc. agrees to provide the following recognition and benefits to and for
the benefit of Host(collectively referred to as the"Host Benefits"). Host acknowledges and agrees
that, except as specifically set forth herein, TOM Inc. is entitled to collect and retain all revenues
attributable to the Tour, the Host Stage, and the Host Stage Venue.
a. Reco ition. Include recognition for Host in the official Tour Guide,on the
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. The Parties agree to make a joint public announcement and
press release upon the execution of this Agreement, in a form and substance to be mutually
agreed upon by the Parties.
• b. Hospitality. Provide to Host a designated number of credentials for and grant
access to a VIP hospitality area that TOM Inc. intends to create.
C. Insurance. Procure and provide insurance as provided in Section 7 below.
d. Credentials. Be responsible for producing credentials of all types for the
Tour,including the Host Stage and Host Stage Venue, and further including credentials for
members of the media and operational personnel,which credentials shall be produced at the
sole expense of TOM Inc.. TOM Inc. shall be responsible for all decisions regarding to
whom media, VIP and operational credentials should be issued and shall establish all rules
and regulations regarding media access to the Tour, the Host Stage and the Host Stage
Venue.
e. Local Stage Sponsorships. TOM Inc. grants to Host a license to solicit and
secure local stage sponsors to support the activities of Host in connection with the Host
Stage, in accordance with the following terms and conditions:
(1) 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.
•
(2) Sponsorship Levels. Host may create one or more sponsorship levels for
Local Stage Sponsors, including a local presenting sponsor.
(3) Local Stage Sponsorship Benefits. Host shall be able to provide Local Stage
Sponsors with those local sponsorship benefits set forth in attached Exhibit
"C"(the"Local Stage Sponsorship Benefits").
(4) Local Stage Sponsorship Guidelines.Sale of Local Stage Sponsor rights shall
be subject to the guidelines in the Local Stage Sponsorship Benefits:
i. Reserved Tour Sponsor Categories. Host acknowledges that TOM
Inc. has retained the exclusive right to sell sponsorship rights in
specific sponsorship categories to Tour Sponsors(the"Tour Sponsor
Categories").A listing of the Tour Sponsor Categories is set forth on
attached Exhibit"D".Host may not sell the rights to become a Local
Stage Sponsor to any company which manufactures, markets, or
distributes products or services in any of the Tour Sponsor
Categories,such right being reserved to TOM Inc.for Tour Sponsors.
ii. TOM Inc. Approval. TOM Inc. shall have the right of prior review
and prior written approval over the identity of all proposed Local
Stage Sponsors as well as the 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.
iii. Sponsorship Priority.The title sponsor of the Tour as well as all other
sponsors of the Tour designated by TOM Inc. shall have priority
over, and rights superior to. that of any Local Stage Sponsor.
iv. Submission of Materials to TOM Inc.. Host must submit all
prospective sponsor lists and packages, art work, copy, and designs
to TOM Inc. for approval in advance.
V. Use of Tour Marks.Host has no authority to grant a sub-license to the
Tour Marks unless pre-approved by TOM Inc. officials.
vi. Recognition of Tour Sponsors.Host shall facilitate the recognition of
Tour Sponsors as designated by TOM Inc. and as set forth in the
Local Stage Sponsorship Benefits.
vii. No Other Reco itg ion. Local Stage Sponsors shall not receive any
endorsements from individual athletes participating in the Tour
without the involved athlete's prior permission, nor will local
sponsors be guaranteed broadcast exposure of any type.
•
f. Local Revenues.
• (1) Parking. Host may offer parking for spectators for the Host Stage.Host may
retain all revenues from such parking and shall be responsible for all parking
expenses.
(2) Food and Beverage Concessions. Subject to certain VIP hospitality to be
offered exclusively by TOM Inc., Host may offer food and beverage
concessions at the Host Stage Venue for purchase. Host may retain all
revenues derived from food and beverage concessions and shall be
responsible for all expenses attendant to such concessions. If Host declines
to provide or secure this opportunity, TOM Inc. is provided with the
opportunity to do the same,under approval from Host based on local permits
and requirements. Host shall use best efforts to utilize and sell official
sponsor products.
(3) Ancillary Events. Host may create,organize,and present events ancillary to
the Host Stage, provided that Host must obtain TOM Inc.'s prior written
approval of any such ancillary events, and Host may retain all revenues
generated thereby. Host shall be responsible for all expenses of creating,
organizing, and presenting such ancillary events.
4. Reservation of Rights. Any and all rights of TOM Inc.,including those in and
to the Tour and the Tour Marks, not expressly granted to Host under this Agreement are reserved
to TOM Inc. and may be exercised, marketed, exploited or disposed of by TOM Inc. concurrently
with the Term of this Agreement in such form and manner as TOM Inc.wishes.Host acknowledges
and agrees that this Agreement does not convey or grant to Host any rights of ownership in or
management of the Tour, TOM Inc., or the Tour Marks.
5. 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 below, and
except as to obligations herein which specifically extend past the term of this Agreement, shall
continue through and including October, 2008 (the"Term").
6. Default.Termination and Force Majeure.
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) A material breach by the other Party 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
(2) A Party is the subject of public controversy of such a magnitude that such
Party's association with the other Party pursuant to this Agreement creates
a negative association for such other Party, in the reasonable judgment of
such other Party,in which case the other Party may terminate this Agreement
without cost or penalty.
b. Effect of Termination. Should either Party terminate this Agreement as a
result of a Termination Event set forth in subsection a. above,then upon termination of this
Agreement,the 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 TOM Inc.
from occurrence of a Termination Event,TOM Inc. shall repay to Host all amounts actually
expended by Host in performing its obligations hereunder and for which documentation is
provided to TOM Inc.; provided, however that in no event shall TOM Inc. be liable for
amounts in excess of$3,000 in the aggregate. Should termination result from termination
notice given by TOM Inc.to Host from occurrence of a Termination Event,Host shall repay
to TOM Inc. all amounts expended by TOM Inc. 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.
C. Force Majeure. In the event that the Tour does not take place or is
rescheduled, in whole or in part, due to any Act of God or other event not reasonably
foreseeable by the Parties or beyond the control of the Parties which is generally considered
an event of force majeure, 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 ("Force Majeure"), whether such event of Force
Majeure has occurred in a community through which the Tour course shall run or not, then
TOM Inc.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. TOM Inc.•shall determine whether the Tour is to
be cancelled in whole or in part or postponed due to a Force Majeure event. Should the Tour
be cancelled in whole or in part due to an event of Force Majeure, TOM Inc. shall have no
further obligation, financial or otherwise,to Host and Host shall have no further obligation
to TOM Inc. 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 TOM Inc. reschedules the Tour, TOM Inc.
and Host shall discuss in good faith the terms under which such rescheduling should occur.
d. Cancellation or Postponement of Tour for Reason Other than Force Majeure.
TOM Inc. 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 TOM Inc. shall have no
financial responsibility to Host as a consequence of such cancellation or postponement. In
the event of such cancellation or postponement for a reason other than Force Majeure, the
obligations of TOM Inc. and the rights of Host shall be as specifically set forth in this
Section 6 as the sole and exclusive remedy by virtue of such cancellation or postponement.
Upon providing notice of cancellation or postponement, TOM Inc. shall have no further
obligation to provide Host with any of the Host Benefits as set forth in this Agreement.
e. Survival of Certain Terms of the Agreement. The covenants,
_ acknowledgements, representations, agreements, and obligations contained in paragraphs
2(s), 8(a)(5), 8(b), 8(c), 9, 12(o), 12(p), and 12(r) of this Agreement shall survive the
expiration and/or termination of this Agreement.
7. Insurance.
a. TOM Inc. Provided Insurance. Throughout the Term of this Agreement
(including any extensions thereof),TOM Inc. shall provide and maintain, at its expense, at
least the following insurance policies which shall protect the TOM Inc. Indemnified Parties
(as defined in Section 9.)on a primary basis from any and all Claims(as defined in Section
9)arising out of or in connection with respect to the staging of each Tour and the obligations
of TOM Inc. pursuant to this Agreement:
(1) General Liability insurance with limits not less than $1,000,000 each
occurrence and $2,000,000 in the aggregate;
(2) Workers' Compensation insurance covering TOM Inc.'s employees with
limits as required by statutory law,including Employer's Liability coverage
with limits not less than $500,000 each accident; and
3 An other insurance necessary and appropriate for the sta in of the Tour as
( ) Y �'Y staging
determined by TOM Inc..
(4) All such insurance to be maintained by TOM Inc. shall be(1)primary with
'p respect to Claims arising out of the TOM Inc.'s staging of each Tour and the
obligations of TOM Inc. 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.
(5) Policies (1) and (2) above shall be endorsed to name Host as Additional
Insureds with respect to the negligent acts or omissions of TOM Inc..
(6) At least 15 days prior to each Tour, TOM Inc. 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. Host Provided Insurance. Throughout the Term of this Agreement(including
any extensions thereof), Host shall provide and maintain, at its expense, the following
insurance policies which shall protect Host, TOM Inc., and the TOM Inc. Indemnified
Parties on a primary basis from any and all Claims (as defined in Section 9) arising out of
or in connection with the Host's activities,operations,representations and warranties,rights,
obligations and duties of Host pursuant to this Agreement:
(1) General Liability insurance with limits not less than $1,000,000 each
• occurrence and $2,000,000 in the aggregate. Such insurance shall include
coverage for contractual liability, products-completed operations, personal
and advertising injury, premises damage legal liability, liquor liability (if
applicable), property damage and bodily injury liability (including death),
provided however that the procurement of such insurance shall not be
considered to be a waiver of the sovereign immunity of the City of Jefferson;
(2) Auto Liability&Physical Damage insurance covering Claims arising out of
the use, operation or maintenance of any vehicle (whether owned, non-
owned, leased, hired or borrowed) by Host, with limits not less than
$1,000,000 each accident combined single limit for bodily injury and
property damage;
(3) Workers'Compensation insurance covering Host's employees with limits as
required by statutory law, including Employer's Liability coverage with
limits not less than $1,000,000 each accident, $1,000,000 disease-each
employee and$1,000,000 disease-policy limit;
(4) Umbrella and/or Excess Liability insurance with limits not less than
$3,000,000 each occurrence shall apply in excess of and on a following form
basis to the primary Commercial General Liability,Automobile Liability and
Employer's Liability policies, provided however that the procurement of
such insurance shall not be considered to be a waiver of the sovereign
immunity of the City of Jefferson;
(5) Any other insurance necessary and appropriate for covering the Host's
activities,operations,representations and warranties,rights,obligations and
duties pursuant to this Agreement.
All such insurance to be maintained by Host shall be(1)primary to and non-contributory with any
insurance maintained by TOM Inc. and the TOM Inc. Indemnified 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 TOM Inc..
Policies (1) and (2) above shall be endorsed to name TOM Inc. and the TOM Inc. Indemnified
Parties as Additional Insureds with respect to the negligent acts or omissions of Host.
At least 15 days prior to the Tour, Host shall provide.TOM Inc. 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.
S. Licenses to Use Marks; Protection of Intellectual Property.
40 a. Tour Marks.
(1) Acknowledgments Regarding Tour Marks.TOM Inc.retains the rights to sell
• title and presenting sponsorships in and to the Tour and, in such event, to
incorporate the name and/or marks of such title and/or presenting sponsor
into the Tour Marks or to develop new marks and logos for the Tour,
acknowledging such title and/or presenting sponsor's relationship with and
support for the Tour. Host acknowledges the foregoing and that the term
"Tour Marks"as used herein may also refer to the Tour Marks as such may
be expanded to include the name and/or marks of a title and/or presenting
sponsor of the Tour. Upon being advised by TOM Inc. and TOM Inc. 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 TOM
Inc..
(2) License to Use Tour Marks. TOM Inc. 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 "E" (the "Tour
Marks")during the Term of this Agreement,in accordance with the terms of
this Agreement and the Tour Marks Guidelines defined below, solely at or
in connection with the site of the Host Stage, including the Host Stage
Venue. (Exhibit`B"is to be provided to Host within a reasonable time upon
execution of this Agreement).The foregoing license is subject to the right of
TOM Inc.to review and approve in advance all 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 TOM Inc., 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) Acknowledgments Regarding Goodwill. Host acknowledges the great value
of goodwill associated with the Tour Marks. Host acknowledges that the
goodwill attached to the Tour Marks belongs exclusively to TOM Inc.. 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 TOM Inc..
(5) No Disparagement by Host. Host will not, at any time, disparage, dilute or
adversely affect the validity of the Tour Marks or take any action, or
otherwise suffer to be done any act or thing which may at any time, in any
• way materially adversely affect any rights of TOM Inc. 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.
(6) Tour Marks Guidelines.Any use of the Tour Marks during the Term shall be
further subject to the conditions and limitations (collectively, the "Tour
Marks Guidelines")listed on Exhibit G,attached and incorporated herein by
reference.
b. Host Marks. TOM Inc.,hereby acknowledges that the City Seal of the City
of Jefferson is copyrighted by the City of Jefferson. All logos of the City of Jefferson,
including its Parks and Recreation Department, are the property of the City of Jefferson.
Host hereby grants to TOM Inc. a limited nonexclusive license to use the name, logos,
trademarks, service marks, designs, product and service identification, artwork and other
symbols and distinctive indicia of Host and identified in Exhibit "F" attached hereto (the
"Host Marks") during the Term of this Agreement in accordance with the terms of this
Agreement, specifically to provide Host with the Host Benefits. The foregoing license is
subject to the right of Host to review and approve in advance all such uses of the Host
Marks. TOM Inc. shall have no right to assign, license or"pass-through"rights to use the
Host Marks to any party, except as necessary to fulfill its obligations set forth in this
Agreement. The Parties acknowledge and agree that,upon the expiration or termination of
the Term of the Agreement,TOM Inc.shall discontinue any use of the Host Marks and TOM
Inc. may continue to use the Tour Marks.
• C. Ownership of Intellectual Property.
(1) Subject to Sections 8a and b, above, each Party shall own all right, title and
interest in and to all intellectual property created by or on behalf of such
Party in connection with this Agreement, including without limitation, all
logos, names, ideas, concepts, creative materials, promotional materials,
advertising,graphics,including all copyrights and proprietary rights therein,
and any inventions and discoveries first conceived or developed,whether or
not protected by patent, trade secret or copyright, subject to the ownership
rights of the other Party to such other Party's trademarks to the extent that
such are incorporated into such intellectual property (the "Intellectual
Property"). That Intellectual Property created by or on behalf of Host is
referred to as the"Host Intellectual Property" and that Intellectual Property
created on behalf of TOM Inc. is referred to as the "TOM Inc. 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 TOM Inc. throughout the Tour and by TOM Inc. in its regular business
operations and materials shall constitute TOM Inc. Intellectual Property and
therefore be owned by TOM Inc.. The Parties expressly agree that all
copyrightable aspects of the TOM Inc. 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 TOM Inc. is the"author"within
the meaning of the Act. All such copyrightable works, as well as all copies
of such works in whatever medium fixed or embodied, shall be owned
exclusively by TOM Inc. 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 TOM Inc.Intellectual Property and all other work created
by TOM Inc.hereunder are not joint works under the Act.
(3) In the event (and to the extent) that any TOM Inc. 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,
and promises from time to time at the request of TOM Inc.to assign,to TOM
Inc.the sole and exclusive right,title and interest in the ownership to all such
TOM Inc. Intellectual Property, and all copies of it, without further
consideration, and agrees to assist TOM Inc. to register, and from time to
time to enforce, all patents, copyrights, and other rights and protections
relating to the TOM Inc. Intellectual Property in any and all countries. To
that end,Host agrees to execute and deliver all documents requested by TOM
Inc.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 TOM Inc.
Intellectual Property, even after any termination or expiration of this
Agreement.
(5) The Parties agree to affix appropriate copyright and trademark notices as
reasonably designated by the other, together with their own notices as
appropriate, on the TOM Inc. Intellectual Property to identify TOM Inc. as
the owner of the TOM Inc.Intellectual Property and Host as the owner of the
Host Marks.
d. Protection of Intellectual Property.
(1) Host acknowledges that it has no right,title,or interest in the Tour Marks and
that nothing in this Agreement shall be construed as an assignment to Host
of any right, title or interest in the Tour Marks, except the license to use of
the Tour Marks as provided in this Agreement.
• (2) Host agrees that TOM Inc.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 TOM Inc.to terminate such unauthorized
use. All proceeds from any enforcement action shall belong exclusively to
TOM Inc..
(3) TOM Inc.and Host agree to assist each other in the pursuit of any proceeding
or claim with respect to the use of any Tour Marks by Host in accordance
with the terms of this Agreement.
9. Indemnification.
a. By TOM Inc..TOM Inc. shall indemnify,defend and hold harmless Host,its
affiliates, and their respective officers, directors, partners, shareholders,members, agents,
employees, and other representatives (collectively, the "Host Indemnified Parties"), from
and against any and all claims, demands, damages, liabilities, lawsuits, losses or expenses,
including without limitation,interest,penalties,reasonable attorney's fees, and all amounts
paid in the investigation, offense or settlement of the foregoing(the"Claim"or"Claims")
arising out of, based on or in any other manner related to: (1) the breach of any
representation,warranty,material covenant or obligation of TOM Inc.under this Agreement;
(2)any negligent act,negligent omission,or willful conduct by TOM Inc.;(3)the products,
services, and other deliverables provided by TOM Inc., and its employees, volunteers,
agents,representatives and contractors in carrying out its obligations under this Agreement;
(4)any Claim that the Tour Marks or other TOM Inc.Intellectual Property infringe upon any
patent, copyright, trademark, trade secret or any other right of a third party; and (5) the
failure or alleged failure by TOM Inc. 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.
b. By Host.Host shall indemnify,defend and hold harmless TOM Inc.,the State
of Missouri, and Tour Sponsors, and their respective parent, subsidiary, and affiliated
companies, and each of their respective officers, directors,partners,trustees, shareholders,
members, agents,employees,volunteers and other representatives(collectively,the"TOM
Inc. 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;(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 TOM Inc. or Host; (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.
C. Procedure Regarding Indemnification.Each Party shall give the other Party
prompt written notice of any claim coming within the scope of any indemnity expressly set
forth in this Agreement.Upon written request of any indemnitee,the indemnitor will assume
offense of any such claim, action or proceeding. The indemnitee shall cooperate with the
indemnitor in the investigation, offense, and/or settlement of any such claim. The
indemnification obligations in this Section 9 of this Agreement shall survive the expiration
and/or termination of this Agreement.
10. Limitation of Liabili ty. The liability of TOM Inc. to Host for any breach of this
Agreement is limited to the return of the amount paid by Host to TOM Inc. under the Agreement.
The liability of Host to TOM Inc. for any breach of this Agreement is limited to the return of the
amount paid by TOM Inc. to Host under the Agreement.
11. Representations and Warranties.
a. By TOM Inc.. TOM Inc. represents and warrants that:
• (1) It has the full right,power and legal authority to enter into and fully perform
this Agreement in accordance with its terms without violating the rights of
any other person,that there are no other agreements or commitments,oral or
written,that will interfere with its full performance hereunder and that it will
fully comply with all federal, state and local laws, rules and regulations
applicable to the day-to-day conduct of its business and to its obligations and
performances hereunder;
(2) The Tour Marks do not infringe the trademarks or other proprietary rights of
any other person or entity;
(3) Any materials created under the control, direction or supervision of TOM
Inc. shall be original,shall be owned by TOM Inc.,and shall not infringe any
third party copyright or trademark; and
(4) It will comply with all applicable laws,regulations and ordinances pertaining
to the promotion and conduct of the Tour.
b. By�ost. 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 TOM Inc. 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 except as provided in paragraph 8
of this Agreement, 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 and TOM Inc..
12. General.
• a. Assignment. Host may not assign any rights or obligations under this
Agreement or this Agreement itself, in whole or in part, without the prior express written
consent of TOM Inc.. Notwithstanding the foregoing, Host may retain the services of
subcontractors to discharge certain obligations under this Agreement.
b. Notices. Except as expressly provided to the contrary herein, any notice,
consent, report, documents, or other item to be given, delivered, furnished or received
hereunder shall be deemed given,delivered, furnished, and received when given in writing
and personally delivered to and received by an officer or designated employee of the
applicable Party,to seventy-two (72)hours after the same is deposited in the United States
mail, postage prepaid, registered or certified first class mail, return receipt requested
addressed as set forth below,or to such other address as either of the parties shall advise the
other in writing or sent by confirmed facsimile transmission:
(1) If to Host:
CITY OF JEFFERSON CITY,MO
320 East McCarty Street
Jefferson City, MO 65101
Attn.: City Administrator
•
If to TOM Inc.
The TOM Inc.
c/o Jerry Dowell
Office of the Lieutenant Governor
P.O. Box 221
Jefferson City, Missouri 65102
Phone: (573) 680-3671
C. Entire Agreement; Modifications. This Agreement constitutes the entire
agreement of the Parties hereto pertaining to the subject matter hereof and supersedes all
prior agreements and understandings between the Parties with respect to the subject matter
hereof. This Agreement may not be modified, amended, 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. The section headings used in this Agreement are for convenience
of reference only and shall not affect the construction of any provision of this Agreement.
f. Successors and Assigns.This Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and permitted assigns.
g. Governing Law.This Agreement shall be deemed to be a contract made under
the laws of the State of Missouri and for all purposes governed by and construed in
accordance with the laws of the State of Missouri.
h. Construction of Agreement.Each Party acknowledges that it has participated
in the negotiation of this Agreement and that no provision of this Agreement shall be
construed against or interpreted to the disadvantage of any Party hereto by any court or other
governmental or judicial authority by reason of such Party having or deemed to have
structured, dictated, or drafted such provision.
i. Relationship of Parties.TOM Inc.and Host are independent contractors with
respect to each other.This Agreement shall neither be deemed nor construed to create a joint
venture or partnership between TOM Inc. and Host,nor shall this Agreement be deemed or
construed as making either Party the agent or representative of the other Party.Neither Party
shall have the authority to bind the other Party in any respect.
j. Joint and Several Liability of the City and the LOC. The City and the LOC
each acknowledge and agree that they shall be jointly and severally responsible for each and
every obligation under this Agreement and, therefore, that any liability for breach of any
obligation of Host hereunder shall constitute a joint and several obligation of each of the
City and the LOC.
k. Compliance with Law.Rules and Regulations. The Parties agree to comply
with all federal, state, and local laws, ordinances, orders, rules, and regulations applicable
to the performance of their respective obligations under this Agreement,both now existing
and as such may hereinafter be adopted.
1. Time of Essence.The Parties agree that time is of the essence in performing
obligations under this Agreement.
m. Exhibits. The documents attached hereto as exhibits are incorporated by
reference herein and made a part of this Agreement as if fully set forth herein.
n. Severability.-The determination that any provision of this Agreement is
invalid or unenforceable shall not invalidate this Agreement, all of such provisions being
inserted conditionally upon their being considered legally valid, and this Agreement shall
be construed and performed in all respects as if such invalid or unenforceable provision(s)
were omitted.
o. Exclusive Jurisdiction.The Parties agree that venue of any judicial action in
connection with this Agreement shall lie exclusively in the state or federal courts located in
Jefferson City, Missouri. Host accepts, generally and unconditionally, the exclusive
jurisdiction of such courts and any related appellate courts and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement. Host further
agrees that it irrevocably waives any objection it may now have or hereafter have as to the
jurisdiction or venue of any such suit,action or proceeding brought in such court or that such
court is an inconvenient forum.
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. Confidentiality. Unless otherwise approved in writing by the Parties, each
Party shall keep the terms of this Agreement confidential and, unless required by law, no
Party shall disclose any of the specific terms or conditions of this Agreement to anyone other
than its legal or financial advisors.
r. Counterparts.This Agreement may be executed in one or more counterparts,
each of which shall be deemed an.original,but all of which taken together shall constitute
one and the same agreement.
S. No Third Party Beneficiaries.It is expressly understood that there are no third
party beneficiaries to this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives
• to execute this Agreement on their respective behalf, all as of the day and year first above written.
TOM INC.:
TOM na ,, /J
By: kl .1e
Name:
Title: v-�
HOST:
CIT
F OCITY O
By: R N
Hon.
Landwehr,Mayor
st:
by Powell, City Clerk
A72M==-
Nat a ickolaus
City Counselor
JEFFE! N C / LE COUNTY TOUR OF MISSOURI FOUNDATION, INC.
By:
i
Steven Picker, President
Exhibits to the Agreement:
A: Host Venue Requirements
B: Required Clauses in Host Contracts
C: Local Stage Sponsorship Benefits
D: Tour Sponsor Categories
E: Tour Marks
F: Host Marks
G: Tour Marks Guidelines
•
. EXHIBIT A
HOST VENUE REQUIREMENTS
MOST VENVEBEQU/BEMENTSANDUPECTAT/ONS
As a partner of the Tour of Missouri, host venues are asked to provide local support in the
following areas. The requirements are outlined per Stage Designation:
RACE OPERATIONS and CITY SERVICES
(ALL STAGES)
POLICE SERVICES - Local (City and/or County)police services and related
costs are the responsibility of the host venue. In coordination with Missouri State
Highway Patrol(MSHP), Missouri Department of Transportation(MODOT), as
well as the Tour's motor and road marshals and in conjunction with the LOC
volunteer program, local police provide for a safe road closure, which may
include fixed-post positions, traffic control, crowd control, enforcing no-parking
zones and maintaining general public safety.
PUBLIC WORKS AND ROAD SERVICES -Local Public Works and Road
Services and costs are the responsibility of the host venue. These services are
• necessary to support police efforts to ensure road closure and safety of the course.
These services include:
o Detours and detour equipment
o Barricades
o Cones
o Printing/posting of No Parking signs
o Removal/restoration and street repair
PERMIT SERVICES - All fees associated with city permits and permit
requirements for the operation of the event are to be procured by the host venue
on behalf of the Tour. They include,but are not limited to:
• Parking-both on and off street
• Alcoholic beverages -consumption in public, if served at a start, from cups
and cans, in a private VIP area
• Road closures and use -closure and use of roads for setup and racing
(includes permits for construction of staging,tents,wiring and electrical,
portable generators,power equipment, and fork lift)
• Special and Ancillary Events-pre-event and race day
• Banners and Signs -hanging and display of pre-event, race day advertising,
and sponsor banners.
• Concession Sales - on-site concession stands and 10 individual peddlers
serving the spectators.
•
20 OP 118185.2
• EMT/EMS SERVICES - It is the responsibility of the host venue to provide
EMT/EMS services for the general public the day of their Stage.
Please note that the Tour provides medical services for the athletes, team support
and staff personnel. Placement of EMT/EMS services will be decided by the
Tour's Technical Director.
RESIDENT/BUSINESS NOTIFICATIONS—Host venues are responsible for
notifying local residents and businesses of the impact of the tour including road
closures, traffic advisories etc.
PORT-0-LETS—Host venues will assist the tour in securing port-o-let services
or public restrooms during the day of the Overall Start. The number of units and
placement of the units will be mutually agreed upon by the host venue and the
Tour's Technical Director.
WASTE MANAGEMENT—Host venues will assist the tour with providing
waste management/trash removal services during the event and at the conclusion
of the Stage.
(STAGE FINISH)
HOTEL ACCOMMODATIONS
• ROOM BLOCKS —The host venue is required to provide the following
accommodations for the entourage, teams and team personnel (508 people),
advance finish construction crew and advance staff(99 people), totaling
approximately (607 people):
—Night before Stage Finish (advance crew and staff—99 people),requires
61 rooms (22 singles and 39 doubles). Rooms should be at one hotel
within close proximity of the Finish Line area. Hotel should offer a
breakfast meal.
—Night of Stage Finish—for approximately 508 people, equating to
approximately 320 rooms.
The room blocks need to be as follows:
—4 Suites
- 196 Double/Double rooms
—120 Single Bed rooms
The room block must be:
—In no more than three locations
—Located in close proximity to each other.
- At least one hotel should have enough capacity for 210 rooms (4 suites, 68
singles, 138 doubles).
Hotels should offer meal service or be close to full-service restaurants. It is
• preferred that all hotels at least serve breakfast.
21 or 118185.2
• MEALS
DINNER MEAL—The host city will provide the dinner meal the night of the
Stage Finish, based upon menu specifications provided by the Tour's Operations
director(approximately 508 people). The dinner meal will be located at the
Headquarter Hotel.
Excluding athletes and team support personnel,,.a dinner per diem of$15 (per
person)
may be provided for staff of 279 people in lieu of participating in the organized
dinner meal that is required for teams.
BREAKFAST MEAL-The host city will provide a breakfast meal the morning
after the Stage Finish for athletes and team support personnel only(approximately
236 people). The Tour's Operations Director will provide a specific menu for the
team breakfast. The breakfast meal will be served at the Headquarter Hotel.
LUNCH MEAL-The host city will provide the tour with a lunch meal the day of
the Overall Start stage, for the working media, approximately 35 people. The
lunch meal should be located at the designated Media Office
HEALTH AND WELLNESS EXPO—The host venue is required to support the
tour with the Health and Wellness Festival EXPO 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.
AUXILIARY SPACES
The host cities are responsible for providing the following auxiliary spaces within 24
hours leading up to the Stage Finish.
o RACE OFFICE—Requires approximately 500 to 1,000 square feet and should
be located at the Headquarter Hotel. Must have power, phone line, and wireless internet
access.
0 MEDIA OFFICE - Requires approximately 500 to 1,000 square feet. Must have
power, phone line, fax line and DSL and wireless internet access
o PRESS WORK ROOM —Requires approximately 500 to 1,000 square feet.
Must have power, DSL and wireless internet access
•
22 OP 118185.2
• o PRESS CONFERENCE—Requires approximately 1,500 square feet with
theater-style seating for 300 people and a sound System with 7 Microphones and mult-
box.
0 MEDICAL OFFICE - Suite at the Headquarter Hotel or a meeting room at
Headquarter Hotel with a nearby bathroom
o BICYCLE STORAGE—Requires approx. 1,500 square feet that can
accommodate all team bicycles and can be locked and secured.
• COMMISSAIRES MEETING ROOM—Small Conference room for
approximately 8-10 people; close proximity to Finish line.
• COPIER—Host Cities will provide the tour with two(2)high-speed copiers,
which collate and staple, in advance of the Stage Finish. Copiers will be
delivered and installed in the Race Office and Media Office. Copiers should print
minimum of(30-50)pages per minute.
PARKING REQUIREMENTS
TEAM PARKING AND MECHANICS WORK AREA—Requires a sizable portion of
• the Headquarters Hotel parking lot with overnight Security. Each team travels with a
motor coach,trailer and support vehicle and additional space is needed for mechanics to
work on bikes. Must have access to water and power
VIP/ STAFF EVENT PARKING—Requires parking for approximately 75 vehicles
within close proximity of start/finish'locations day of event.
FESTIVAL EVENT PARKING - Requires parking within close proximity of the
start/finish area for approximately 100 vehicles for festival vendors.
23 OP 118185.2
• LOCAL ORGANIZING COMMITTEE (LOC)
The.host venue is required to form a Local Organizing Committee that best represents the
interests of the host venue and the Tour.
STRUCTURE—In order for the Tour of Missouri to be successful at the local and
international level, in terms of support, planning and execution in your community,the
following positions/responsibilities are required for your host venue's LOC. Each of the
positions outlined below will work directly in cooperation with their respective Tour
counterpart—ongoing dialogue between the Tour and the LOC is necessary and
invaluable.
CANDIDATES FOR POSITIONS—The LOC should consist of individuals with good
standing in the community and good local relationships. Strong candidates should have
strong business knowledge specific to their assigned responsibilities. These individuals
should also be capable of taking on the time commitment required. Ideal candidates for
positions include convention and visitor bureau employees, chamber employees, city
officials, park and recreation officials, local business owners, cycling enthusiasts, etc.
MEETINGS—The LOC should meet on a regular basis to communicate planning and
execution updates. It is suggested to meet on a monthly basis and as the tour approaches
increase the meetings to bi-weekly.
• VOLUNTEER PROGRAM
The host venue will be responsible for securing and organizing local volunteers for the
tour. Volunteers will assist the tour and the LOC with coordinating activities on the day
of the event. Each venue will have different volunteer requirements,but the total number
of volunteers is typically 150 to 300 per host venue, depending on the Stage Designation
on coordination with local police, MSHP and the Tour.
•
24 OP 118185.2
•
MARKETING AND PUBLIC RELATIONS
Host venues play a key role in determining the success of the tour in their local venue.
The host venue is responsible for local marketing,promotions and public relations
efforts. Below are key areas of focus:
LOCAL OUTDOOR EXPOSURE—The Tour of Missouri should be a visible
presence in the host venue in the months leading up to the event. Host venues
should evaluate all opportunities for city decorations, pole banners,
posters/displays in retail establishments, welcome banners, and other signage.
The Tour will provide each host city with a Welcome Banner and logo graphics
for usage.
ADVERTISING—Host venues should assist the Tour in developing and
implementing local advertising campaigns. The host venue should secure
advertising and promotions with newspapers(ads and special sections)television
stations, radio stations, billboard companies, and websites.
PUBLIC RELATIONS— Host venues should develop and implement a local
• public relations plan for newspaper, television, radio and online. It is strongly
encouraged to conduct local press conferences and public relation promotions.
EDUCATIONAL HANDBOOK PROGRAM—The Tour of Missouri will
create educational handbooks for students in grades 4 to 6. The purpose of the
program is to increase student's awareness of cycling and to encourage them to
ride a bicycle for exercise,recreation and lifelong health. Host venues will be
responsible for implementing the program with local schools and distributing the
handbooks.
HEALTH AND WELLNESS EXPO—The host venue is required to support the
tour with the Health and Wellness Expo by assisting with the following:
Allocation of a suitable area for the expo; Handle all expo permits and associated
fees; Provide electricity and waste management; parking for vendors.
PRINTING—Host venues should print local information on tour marketing
collateral including posters, flyers and banners.
i
I
I
• I
25 OP 118185.2
EXHIBIT B
REQUIRED CLAUSES IN HOST CONTRACTS
Host agrees that, in each and every transaction that Host enters into with regard to
the Tour, the Host Stage,the ancillary events, or rights related to either the Tour, the Host
Stage, or the ancillary events, the following required clauses will be incorporated:
Commercial Identification Prohibition. Unless otherwise agreed in writing by TOM Inc.,
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.
Clearances and Licenses. All parties contracting with or providing goods or services to
Host in connection with the Host Stage or the Tour or events which Host hosts or
associates with during the Host Stage and/or events related thereto must agree that they
are responsible for providing all clearances, licenses, permissions and consents (including
without limitation all music clearances, synchronization rights, union and guild fees and
the like) as may be necessary for the presentation of all such events, to the extent
permitted by TOM Inc., in any and all media and in any and all forms, whether now
known or hereafter developed.
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, offend and hold harmless TOM Inc., the State of Missouri, 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 "TOM Inc. Parties")
from and against any claims, demands, damages, liabilities, lawsuits, losses or expenses,
including without limitation, interest, penalties, reasonable attorney's fees, and all
amounts paid in the investigation, offense or settlement of any or all of the foregoing
("Claim" or"Claims") resulting from, arising out of or in connection with the contracting
parties' obligations to Host or the provision of goods or services to Host.
•
26 OP 118185.2
• 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.
Exculpation Clause. Every party contracting with or providing goods or services to Host
in connection with the Host Stage or the Tour and/or events related thereto must agree to
look solely to the assets of Host for any recourse, and not those of TOM Inc. or the TOM
Inc. Parties.
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 TOM Inc. or the TOM Inc. 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, TOM Inc. and the TOM
Inc. Parties; (2) shall be written by insurance companies with ratings of"A" or better in
the latest edition of the A.M. Best key rating guide; and (3) shall provide that coverage
may not be materially changed, reduced, or cancelled unless thirty(30) days prior written
notice thereof is furnished to Host and TOM Inc.. All liability policies shall be endorsed
to name Host, TOM Inc., and the TOM Inc. 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 TOM Inc. 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.
I
•
27 OP 118185.2
4
EXHIBIT G
TOUR MARKS GUIDELINES
(a) The Tour Marks shall be used in accordance with the Tour
of Missouri Graphics Standards Manual,published by TOM Inc. 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, TOM Inc., the
State of Missouri, 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 TOM Inc.;
(e) Host acknowledges that its selection as a stage venue is not
based upon the results of any quality comparison between Host and any other
municipality within the State of Missouri and agrees that it shall not represent otherwise
to any third party or use the expressions "selected", "approved", "warranted",
"preferred", or "consented to" by TOM Inc., the State of Missouri, or the Tour, or any
similar endorsement;
(f) Host shall not use the license granted under this Agreement
in any comparative advertising; and
(g) Host shall not, after the expiration or termination of this
Agreement, use any slogan or graphic device that was developed for use in conjunction
with the Tour Marks if such slogan or graphic device implies an ongoing association with
the Tour.
•
28 OP 118185.2