01-25-2011 AGREEMENT- QUIZNOS PRO CHALLENGEQUIZNOS PRO CHALLENGE
CITY PARTICIPATION AGREEMENT
(STAGE START: TOWN OF AVON)
This Quiznos Pro Challenge City Participation Agreement (hereinafter referred to as
the "Agreement") is entered into as of January 25, 201 lby and between Classic Bicycle Racing,
LLC, a Colorado limited liability company ( "CBR" ), and the Town of Avon, a home rule
municipal corporation organized under the laws of the State of Colorado ( "Town" or "Avon" or
"Host ") and the Vail Valley Foundation ( "VVY ). (CBR, Town or Host, and VVF are
sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party ".)
RECITALS:
WHEREAS, CBR owns the Quiznos Pro Challenge a multi -stage cycling race across the
State of Colorado (the "Tour ");
WHEREAS, in connection with its ownership of the Tour, CBR has rights to certain marks,
logos, and other distinctive indicia of the Tour;
WHEREAS, CBR has contracted. Medalist Sports ( "Medalist") to assist with presenting,
organizing and coordinating the Tour and developing its route and to utilize the Tour Marks (as
hereinafter offered) in connection therewith;
WHEREAS, Town wishes to acquire the rights and benefits of hosting the Host Stage (as
that term is defined herein) and to undertake all of the obligations related to such hosting, all
under the terms and conditions of this Agreement; and
WHEREAS, CBR wishes to grant such rights to the Town under the terms and conditions of
this Agreement.
NOW THEREFORE, in consideration of the promises and covenants contained herein and
for other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Designation of Host and Location of Host Stage City. CBR licenses to Town (the
"Host ") the right to host a Stage Start (the "Host Stage ") for the Tour to be held in August,
2011. The 2011 Tour is scheduled to be held from August 22nd through 28th, 2011 and the Host
Stage is scheduled to be held on August 26`h, 2011. 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 Town which shall be subject to the prior review and
approval of CBR and Medalist Sports (the "Host Stage Location ").
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 2011 Request for Proposal"):
(1) Auxiliary Space and Equipment for Tour Requirements: Those types of
areas, premises and equipment for the time period designated on Exhibit A;
(2) Police Services: Local police services to work in coordination with the
Colorado State Patrol and Colorado Department of Transportation, as well as Tour
representatives and Town volunteers, to provide for safe road closure, fixed -post positions,
traffic and crowd control and general public safety;
(3) Public Works and Road Services: Support police efforts to ensure road
closure and course safety;
(4) Permits: All local permits and fees for operation of the Tour in Host's
locale and presentation of the Host Stage, including but not limited to special event permits,
parking permits, road closure and use permits, alcohol permits, and concession sales permits;
(5) EMS/EMT Services: Emergency medical services and emergency
medical technicians to serve the general public at and on the day of the Host Stage in Avon;
(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;
() Waste Management/Trash Removal/Recycling: Waste management,
trash removal services and recycling following conclusion of the Host Stage in Avon; and
d. Tour Course Layout and Host Stage Location. Host will
assist Medalist and CBR in obtaining a design and layout of that portion of the
Town and 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. Host agrees to work with CBR and Medalist to create a zone
which consists of the Host Stage Location and a radius around the Host Stage Location (the
"Ambush -Free Zone ") that shall be free from temporary merchandise vending, temporary
advertising, and temporary signs and inflatable items. 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 Town
and the Host Stage Location during the Tour; (2) prevent Commercial Exploitation Rights (as
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sponsor identification (should title or presenting sponsorship rights be granted), and shall
include, in all agreements that Host may enter into with third parties, a requirement that all third
parties utilize the exact name for the Tour supplied by CBR as may be amended from time -to-
time. Notwithstanding anything to the contrary herein, if CBR changes the name or logo of the
Tour after Host has created Tour related identification, Host shall not be required to recreate the
Tour related identification.
m. Proposed Host Contracts. Host shall submit to CBR for prior review and approval
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. CBR shall not unreasonably withhold, deny, condition or delay approval of Host
Contracts.
n. 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 CBR as set forth in the
2011 Planning Manual provided by CBR or Medalist to Host and attached to this Agreement as
Exhibit "E".
o. Guidelines and Amendments. All services and other activities required to be
performed or provided by Host described in this Agreement will be performed or provided in
compliance with all reasonable and customary guidelines, standards, policies and directives
(collectively, "Guidelines ") developed and issued by Medalist and CBR from time to time. Host
recognizes that, while the contents of the Planning Manual issued by Medalist represents the
current position of Medalist and CBR on such matters, such material may evolve as a result of
technological and other changes, some of which may be beyond the control of the Parties to this
Agreement. Medalist and CBR reserve the right to propose amendments to this Agreement to
address such changes. Should amendments to the Agreement or Guidelines result in adverse
effects on the financial or other obligations of Host, Host will so inform CBR in writing and
CBR will then negotiate with Host in order to address such adverse effects in a mutually
satisfactory manner.
p. Pro ess Reports. Except to the extent any such dates occur after the execution of
this Agreement, Host will submit to Medalist and CBR written progress reports describing the
status of its plans relating to the Host Stage and the Host Stage Location and any related events,
as well as copies of committee meeting minutes. Such periodic progress reports shall include,
but not be limited to, information on: (1) the local sponsorships sold by Host and the status of
efforts to present local sponsorship opportunities to various prospects; and (2) other revenues
that Host has generated and expects to generate to pay the costs of discharging its obligations
under this Agreement.
q. Promotion of Goodwill. Host agrees to use best efforts to conduct the activities
contemplated by this Agreement and by the Planning Manual in such a way as to promote the
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and in accordance with the highest quality standards, applicable law and the rules and regulations
established by Host, Medalist and CBR. All volunteers will be required to sign the standard
Volunteer Waiver and Release of Liability, Assumption of Risk and Indemnity Agreement form
for the Tour which Volunteer Waiver and Release of Liability form shall be subject to review
and approval by Host.
6. FYnancial.
a. Tour Revenues. Host acknowledges and agrees that CBR shall be entitled to
retain all revenues attributable to the Tour, the Host Stage and the Host Stage Location, except
as maybe specifically set forth in Sections 7.c. and 8 of this Agreement.
b. Expenses. Host agrees that it shall be responsible for the entire cost and expense
of undertaking and performing those Host Obligations listed in Section 4.c. of this document and
in otherwise discharging its obligations under this Agreement.
c. Local Revenues.
(1) Parking. Host may offer parking for spectators for the Host Stage. Host
may retain all revenues from such parking and shall be responsible for all parking expenses.
(2) Food and Beverage Concessions. Subject to certain VIP hospitality to be
offered exclusively by CBR, 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 CBR 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. Review and approval of ancillary
events by CBR shall not be unreasonably denied, withheld, conditioned or delayed.
7. Local Sponsorships. Host acknowledges and agrees that CBR holds and retains superior
rights to grant sponsorships for the Tour, including for a title and presenting sponsor as well as
for sponsorships which will grant recognition for the entire Tour (collectively, the "Tour
Sponsors "). Notwithstanding the foregoing, CBR grants to Host a license to solicit and secure
local sponsors to support the activities of Host in connection with the Host Stage, in accordance
with the following terms and conditions:
a. 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.
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8. Required Clauses. Notwithstanding the obligations of Host pursuant to Section 4.m.
Proposed Host Contracts. of this Agreement, Host agrees that, in each and every transaction
that the Town enters into with regard to the Tour, the Host Stage, the ancillary events, or rights
related to either the Tour, the Host Stage, or the ancillary events, the following required clauses
will be incorporated:
a. Commercial Identification Prohibition. Unless otherwise agreed in writing by
CBR, 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 to the 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;(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 the Host, the Host Stage or the Tour and/or events
related thereto for a commercial purpose.
b. Clearances and Licenses. All parties contracting with or providing goods or
services to Host in connection with the Host Stage or the Tour or events which Host hosts or
associates with during the Host Stage and/or events related thereto must agree that they are
responsible for providing all clearances, licenses, permissions and consents (including without
limitation all music clearances, synchronization rights, union and guild fees and the like) as may
be necessary for the presentation of all such events, to the extent permitted by CBR, in any and
all media and in any and all forms, whether now known or hereafter developed.
c. Indemnification. Every party contracting with or providing goods or services to
Host in connection with the Host Stage or the Tour and/or events related thereto must agree to
indemnify, defend and hold harmless CBR, QUIZNOS, Medalist, designated public relations
entity, the State of Colorado, USA Cycling, Union Cycliste Internationale ( "UCI "), and Tour
Sponsors, and their respective parent, subsidiary, and affiliated companies and each of their
respective shareholders, members, trustees, partners, officers, directors, agents, volunteers,
employees, and other representatives (collectively, the "CBR Parties ") from and against any
claims, demands, damages, liabilities, lawsuits, losses or expenses, including without limitation,
interest, penalties, reasonable attorney's fees, and all amounts paid in the investigation, defense
or settlement of any or all of the foregoing ( "Claim" or "Claims ') resulting from, arising out of
or in connection with the contracting parties' obligations to Host or the provision of goods or
services to Host.
d. Compliance with Law. Every party contracting with or providing goods or
services to Host in connection with the Host Stage or the Tour and/or events related thereto must
agree to comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal
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identified in Exhibit C: Tour Marks (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 10.a.(6) below, solely at or in connecting with the site of the Host Stage, including the
Host Stage Location. The foregoing license is subject to the right of CBR to review and approve
in advance all such uses of the Tour Marks. Host shall have no right to assign, license or "pass-
through" rights to use the Tour Marks to any other person or entity. In exercising this license to
use the Tour Marks and in each and every reference to the Tour, Host shall utilize the Tour
Marks and the exact name of the Tour designated by CBR, which shall include the name of any
title and/or presenting sponsor. The Parties acknowledge and agree that, upon the expiration or
termination of the Term of the Agreement, Host shall cease to use the Tour Marks.
(3) License Does Not Extend to Merchandise. Host shall not manufacture or
sell, or license the manufacture or sale of, any promotional or other merchandise which bears the
Tour Marks.
(4) Acknowledgements Regarding Goodwill. Host acknowledges the great
value of goodwill associated with the Tour Marks. Host acknowledges that the goodwill
attached to the Tour Marks belongs exclusively to CBR. Host agrees that any and all goodwill
and other rights that may be acquired by the use of the Tour Marks by Host shall inure to the
benefit of CBR.
(5) No Disparagement by Host. Host shall use best efforts to not, at any time,
disparage, dilute or adversely affect the validity of the Tour Marks or take any action, or
otherwise suffer to be done any act or thing which may at any time, in any way materially
adversely affect any rights of CBR in or to the Tour Marks, or any registrations thereof or which,
directly or indirectly, may materially reduce the value of the Tour Marks or detract from their
reputation. This section shall not be interpreted to preclude any action or proceeding by Host to
enforce or defend its rights under this Agreement and shall not preclude Host or its
representatives from communicating information, which Host reasonably determines to be
factually accurate, pertaining to the Tour, its organizers or sponsors. CBR's remedy for
disparagement by Host shall be limited to termination of the Agreement in accordance with
Section 19.a.(3) and Section 19.b.
(6) Tour Marks Guidelines. Any use of the Tour Marks during the Tenn 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 Quiznos Pro
Challenge Graphics Standards Manual, published by CBR 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, CBR, QUIZNOS, Medalist, the State
of Colorado or any competitor in the Tour or in any manner that is contrary to applicable laws
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10. Trademarks.
a. Tour Marks.
(1) The Tour Marks, specifically including but not limited to the words
"Quiznos Pro Challenge ", are and shall remain the property of CBR and CBR shall take all steps
reasonably necessary to protect such Tour Marks, which steps may include registrations through
the United States Patent and Trademark Office ( "PTO ") and foreign registrations, as it deems
desirable and through reasonable prosecution of infringements.
(2) The rights licensed by CBR to Host with respect to use of the Tour Marks
shall convey license rights only and shall convey no rights of ownership in or to the Tour Marks.
(3) CBR represents and warrants that it has the right to use the Tour Marks,
specifically including but not limited to the words "Quiznos Pro Challenge ", and to license the
use of the Tour Marks to Host as set forth in Section 10.a. of this Agreement.
(4) CBR (as well as Quiznos) shall own all right, title and interest in and to
the Tour Marks. CBR 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. CBR shall be the record owner of all such
registrations for the Tour Marks. Host shall cooperate as reasonably necessary to assist CBR in
obtaining such trademark protection and in prosecuting any alleged infringements of the Tour
Marks.
b. Host Marks.
(1) The Host Marks are and shall remain the property of Host and Host shall
take all steps reasonably necessary to protect such Host Marks through the PTO and foreign
registrations as it deems desirable and through reasonable prosecution of infringements.
(2) Host represents and warrants that it has the right to use the Host Marks
and to license the use of the Host Marks to CBR for use in connection with the Tour and to
provide the Host Benefits.
(3) The rights granted to CBR by Host with respect to use of the Host Marks
shall convey license rights only and shall convey no rights of ownership in or to the Host Marks.
11. Merchandising. The Parties acknowledge and agree that CBR 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 CBR, 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.
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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 CBR is referred to as the "CBR Intellectual Property ".)
(2) Notwithstanding the foregoing, the Parties acknowledge and agree that the
Tour Marks and the distinctive colors, concepts, indicia and look displayed by CBR throughout
the Tour and by CBR in its regular business operations and materials shall constitute CBR
Intellectual Property and therefore be owned by CBR. Host expressly acknowledges that the
Parties have agreed that all copyrightable aspects of the CBR Intellectual Property are to be
considered "works made for hire" within the meaning of the Copyright Act of 1976, as amended
(the "Act"), of which CBR is to be the "author" within the meaning of such Act. All such
copyrightable works, as well as all copies of such works in whatever medium fixed or embodied,
shall be owned exclusively by CBR as its creation and Host expressly disclaims any interest in
any of them. Host expressly acknowledges that it is not a joint author and that the CBR
Intellectual Property and all other work created by CBR hereunder are not joint works under the
Act.
(3) In the event (and to the extent) that any CBR Intellectual Property or any
part or element thereof is found as a matter of law not to be "work made for hire" within the
meaning of the Act, Host hereby conveys and assigns to CBR the sole and exclusive right, title
and interest in the ownership to all such CBR Intellectual Property, and all copies of it, without
further consideration, and agrees to assist CBR's efforts to register, and from time to time to
enforce, all patents, copyrights, and other rights and protections relating to the CBR Intellectual
Property in any and all countries. To that end, Host agrees to execute and deliver all documents
requested by CBR to evidence any assignment as well as otherwise in connection therewith.
(4) Host understands that the term "moral rights" means any rights of
paternity and integrity, including any right to claim authorship of a copyrightable work, to object
to a modification of such copyrightable work-and any similar right existing under the judicial or
statutory law of any country or under any treaty, regardless of whether or not such right is
referred to as a "moral right ", including, without limitation, the rights of attribution and integrity
in works of visual art pursuant to 17 U.S.C. § 106A. Host irrevocably waives and agrees never
to assert any moral rights Host may have in the CBR Intellectual Property, even after any
termination or expiration of this Agreement.
(5) The Parties agree to affix appropriate copyright and trademark notices as
reasonably designated by the other, together with their own notices as appropriate, on the CBR
Intellectual Property to identify CBR as the owner of the CBR Intellectual Property and Host as
the owner of the Host Marks.
b. Protection of Intellectual Property.
(1) Host acknowledges that it has no right, title or interest in the Tour Marks
and that nothing in this Agreement shall be construed as an assignment to Host of any right, title
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(1) It has the full right, power and legal authority to enter into and fully
perform this Agreement in accordance with its terms without violating the rights of any other
person, that there are no other agreements or commitments, oral or written, that will interfere
with its full performance hereunder and that it will fully comply with all federal, state and local
laws, rules and regulations applicable to the day -to -day conduct of its business and to its
obligations and performances hereunder;
(2) Host owns or has the authority to grant to CBR a license to use the Host
Marks;
(3) The Host Marks do not infringe the trademarks or other proprietary rights
of any other person or entity;
(4) Any materials created under the control, direction or supervision of Host
shall be original, shall be owned by Host and shall not infringe any third party copyright or
trademark; and
(5) It will exercise its best efforts to ensure that Town 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, CBR, Medalist and/or the CBR
Parties. This section shall not be interpreted to preclude any action or proceeding by Host to
enforce or defend its rights under this Agreement and shall not preclude Host or its
representatives from communicating information, which Host reasonably determines to be
factually accurate, pertaining to the Tour, its organizers or sponsors.
17. Indemnification.
a. By CBR. To the extent permitted by law, CBR 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, 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 CBR under this Agreement; (2) any
negligent act, negligent omission or willful conduct by CBR; and (3) any Claim that the Tour
Marks or other CBR Intellectual Property infringe upon any patent, copyright, trademark, trade
secret or any other right of a third party.
b. BByHost. To the extent permitted by law, Host shall indemnify, defend and hold
harmless CBR, QUIZNOS, Medalist, the State of Colorado, USA Cycling, UCI, and Tour
Sponsors, and their respective parent, subsidiary and affiliated companies, and each of their
respective officers, directors, partners, trustees, shareholders, members, agents, employees,
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a. Termination Events. 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 (3 0) 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 at any time disparages the good name, reputation, or image of the
Town, WF, Tour, the Host Stage and the Host Stage Location, CBR, Quiznos, Medalist, the
State of Colorado, or the sponsors of the Tour.
(4) 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.
(5) By CBR, in the event that, in its sole discretion, the Tour as a whole, or
the inclusion of the Host stage in the Tour, is no longer economically feasible.
b. Effect of Termination. Should either Party terminate this Agreement as a result of
a Termination Event set forth in subsection a. above, then upon termination of this Agreement,
Host's Host Benefits shall terminate and Host shall cease using the Tour Marks. In addition,
should such termination result from termination notice given by Host to CBR from occurrence of
a Termination Event of the type set forth in Sections 19.a.(1) or (2) above, CBR shall repay to
Host all amounts actually expended by Host in performing its obligations hereunder; provided,
however that in no event shall CBR be liable for amounts in excess of $10,000.00. Should
termination result from termination notice given by CBR to Host from occurrence of a
Termination Event of the type set forth in Sections 19.a.(1) or (2) above, Host shall repay to
CBR all amounts expended by CBR in licensing to Host the right to host the Host Stage, to
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Policies (1), (2) and (4) above shall be endorsed to name Host as Additional Insureds with
respect to the negligent acts or omissions of CBR.
At least 15 days prior to each Tour, CBR shall provide Host with a certificate of insurance
certifying that the appropriate insurance is in place and that the policies have been properly
endorsed to meet the insurance requirements as set forth above.
b. CBR Optional Insurance. CBR may, but shall not be obligated to, secure Event
Cancellation insurance providing reimbursement of insured losses if any Tour does not take
place, in whole or in part, due to any Act of God or other event beyond the control of the CBR
and those other circumstances set forth in Sections 22 and 23 of this Agreement. Covered perils
may include adverse weather conditions; natural disasters; outbreak of disease; damage to or loss
of venue; unavoidable transportation delays; non - appearance of key participants due to death,
injury or illness; situations which pose significant danger to the public or Tour participants; and
other causes beyond CBR's control which are not specifically excluded under the policy.
Notable exclusions will include war, civil commotion, riot, martial law, seizure, or radioactive/
nuclear contamination; poor event planning and management; fraud, misrepresentation or
concealment. All event cancellation proceeds shall constitute the property of CBR. CSR's
obligation to secure Event Cancellation insurance is limited to the extent such coverage is
available at a reasonable cost in the sole discretion of CBR.
c. Host Provided Insurance. Throughout the Term of this Agreement (including any
extensions thereof), Host shall provide and maintain, at its expense, the following insurance
policies (or in the event Host is self - insured, a program of insurance), which shall protect Host,
CBR, Medalist, and the CBR Parties on a primary basis from any and all Claims arising out of or
in connection with the Host's activities, operations, representations and warranties, rights,
obligations and duties of Host pursuant to this Agreement:
(1) General Liability insurance with limits not less than $1,000,000 each
occurrence and $2,000,000 in the aggregate. Such insurance shall include coverage for
contractual liability, products - completed operations, personal and advertising injury, premises
damage legal liability, liquor liability (if applicable), property damage and bodily injury liability
(including death);
(2) Auto Liability & Physical Damage insurance covering Claims arising out
of the use, operation or maintenance of any vehicle (whether owned, non - owned, leased, hired or
borrowed) by Host, with limits not less than $1,000,000 each accident combined single limit for
bodily injury and property damage;
(3) Workers' Compensation insurance covering Host's employees with limits
as required by statutory law, including Employer's Liability coverage with limits not less than
$1,000,000 each accident, $1,000,000 disease -each employee and $1,000,000 disease - policy
limit;
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22. Cancellation or Postponement of Tour for Reason Other than Force Maieure. CBR
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 CBR shall have no financial responsibility to Host as a
consequence of such cancellation or postponement. Upon providing notice of cancellation or
postponement, CBR shall have no further obligation to provide Host with any of the Host
Benefits as set forth in this Agreement.
23. Public Announcement. The Parties agree to make a joint public announcement and
press release upon in the near future following execution of this Agreement. The Parties agree
that the form and substance of such announcement and press release shall be mutually agreed
between the Parties.
24. Arbitration. The Parties agree that any dispute between them arising out of, based upon,
or relating to this Agreement, shall be resolved exclusively by arbitration conducted in
accordance with the Commercial Rules then in effect of the American Arbitration Association.
Such arbitration shall be held in Denver, Colorado. 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, CBR shall be permitted to seek equitable relief to prevent the unauthorized uses of
the Tour Marks.
25. Liability of Town. Town 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 Town hereunder.
26. Specific Performance. The Parties agree that enforcement of specific performance is
impractical and not legal with regard to governmental functions of the Host and therefore
remedies for any breach of this Agreement shall be limited to monetary damages described in
Paragraph 19 above.
27. General.
a. Assigpment. Host may not assign any rights or obligations under this Agreement or
this Agreement itself, in whole or in part, without the prior express written consent of CBR.
Notwithstanding the foregoing, CBR 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 (1) given in writing and personally
delivered to and received by an officer or designated employee of the applicable Party; or (2)
seventy-two (72) hours after the same is deposited in the United States mail, postage prepaid,
Quimos Pro Challenge — Avon Host Stage Location Agreement
1 -1 -19 ejh
Page 23 of 39
g. Governing Law. This Agreement shall be deemed to be a contract made under the
laws of the State of Colorado and for all purposes governed by and construed in accordance with
the laws of the State of Colorado.
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.
L Relationship of Parties. This Agreement shall neither be deemed nor construed to
create a joint venture or partnership between CBR and Host, nor shall this Agreement be deemed
or construed as making either Party the agent or representative of the other Party. Neither Party
shall have the authority to bind the other Party in any respect.
j. Survival. Those covenants, acknowledgments, representations, agreements and
obligations contained in Sections 10a.(4), 10a -(5), 10a.(6)(g), 14 -17, 18, 19b, 21 -23, and 25 -28
of this Agreement shall survive the expiration and/or termination of this Agreement.
k. Compliance with Law, Rules and Regulations. The Parties agree to comply with all
federal, state and local laws, ordinances, orders, rules and regulations applicable to the
performance of their respective obligations under this Agreement, both now existing and as such
may hereinafter be adopted.
1. Time of Essence. The Parties agree that time is of the essence in performing
obligations under this Agreement.
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 Denver, Colorado. Host accepts, generally and unconditionally, the
exclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement. Host finther agrees
that it irrevocably waives any objection it may now have or hereafter have as to the jurisdiction
or venue of any such suit, action or proceeding brought in such court or that such court is an
inconvenient forum. Host acknowledges that it possesses the requisite minimum contacts with
Quiznos Pro Challenge — Avon Host Stage Location Agreement
1 -1 -19 ejh
Page 25 of 39
Eric J. 114h,"fown Attorney
Vail Valley Foundation
By:
Name:
Title: ��e � Azl��
Quiznos Pro Challenge — Avon Host Stage Location Agreement
1 -1 -19 ejh
Page 27 of 39
I i
(YIC
Clerk
SEA
• L:
EXHIBIT A
Host City 2011 Request for Proposal
HOST CITY REQUIREMENTS -
STAGE S TART
As a partner of the Quiznos Pro Challenge, a host city is REQUIRED to provide the following support and
assume all related costs as part of their bid submission.
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 Colorado State Patrol, Colorado Department of Transportation, 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:
• detours and detour equipment barricades;
• cones;
• printing /posting of No Parking signs;
• trash 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
• Alcohol (beertwine) — including possibility of public consumption contained /sampling, as well
as served in the Tour's official hospitality area.
• Road closures and use of roads for setup and racing (includes permits for construction of
staging, tents, wiring /electrical, portable generators, power equipment, and fork lift)
• Special and Ancillary Events - pre -event and race day
• Banners /Signs - hanging and display of pre- event, race day ads, and sponsor banners.
• Concession Sales - on -site concession stands and 10 individual peddlers serving the
spectators.
• Alcoholic beverages - consumption in public, if served at a start, from cups, bottles and cans, in a
private VIP area
A
START AND AWARDS CEREMONIES -
STARTS - The LOC has the opportunity to allocate (5) dignitaries for recognition during the pre - ceremony
and identify a Color Guard and National Anthem performer from the community as part of the official start
ceremonies_
FINISHES (AWARDS) - The LOC has the opportunity to allocate five (5) dignitaries for recognition during
the pre - ceremony and three (3) awards presenters for the official awards ceremony (1st, 2nd and 3rd).
The LOC will provide eight (8) floral bouquets (fifteen (15) bouquets for the Overall Start and
Overall Finish) to be used in the awards ceremony.
In addition, the LOCmost city can provide a unique gift to the stage winner. * Additional details,
timelines and forms regarding the start and awards ceremonies will be provided during the
planning process.
A
TOUR HOSPITALITY PROGRAM
The host city is financially responsible for providing the following, as it pertains to the official Tour VIP
Hospitality area:
• All Food and Beverage, including ICE (CATERING REQUEST FOR PROPOSAL OUTLINING
NEEDS WILL BE PROVIDED)
• Food & beverage for estimated 300 guests, final guest-count to be confirmed by the Challenge
• VIP breakfast including high -end breakfast fare for Challenge official partners, VIPs and local
VIPs that must include at least (1) hot breakfast item ( *final menu subject to Challenge
approval)
• Start Host City caterer should be contracted 90 days prior to the race and caterer to begin
coordination and preparation with Challenge staff within 60 days of the event
• Breakfast provision must include all service ware, utensils, plates, service platters for food, as
well as ice and ice bins
• Professional contracted waittservice staff to serve the breakfast (not volunteers)
• Upon hospitality closure, the Start Host City is responsible for the clean up and removal of all
trash, recyclables and left -over food and beverage within the hospitality tent through a
contracted trash removal service.
• Floral Arrangements and d6cor for tables
Front and back of house manpower
• Table Linens
* The Challenge will provide the tenting, tables and chairs, including set -up and teardown.
* The Challenge will also provide a Catering "REQUEST FOR PROPOSAL" document,
outlining details
A
VOLUNTEER PROGRAM
The Host Gty will be responsible for securing and organizing local volunteers for the Tour. Volunteers will
assist the Tourand the LOC with coordinating activities on the day of the event Each Host City will have
different volunteer requirements, but the total number of volunteers is typically 400 to 500 per Host 04
If LOC decides that volunteer check-in, for start or finish+ is at a location otherthan the start orf(nish
line location then LOC is responsible for its own infrastructure (tents, tables, chairs, generamrs). The
Tour will not provide these item to satellite locations.
RECYLING PROGRAM
The Quiznos Pro Challenge is committed to producing a green event. As such, Host Cities should
provide sufficient means of recycling for all areas of the event. Clearly marked recycling bins
should be placed at every trash receptacle to encourage attendees to recycle.
Host Cities should provide dumpsters for recyclables only and inform Challenge staff of the location
of these dumpsters to ensure proper disposal of recyclables. These dumpsters must be provided
within the entire footprint (ie hospitality, start/finish area, Expo, etc.)
ff
EXHIBIT C
Tour Marks
AMERICA'S PRO TOUR
C
i
QPC Vail Valley LOC
Executive Committee
Ceil Folz - President
Adam Lueck
Stan Zemler
Larry Brooks
Kelli McDonald
Danita Chirichillo
Mike Imhof
Scott Bluhm
Jamie Walker
Chris Romer
Nick Rader
Randy & Tina Smith
Kerry Donovan
Larry Grossman
Meryl Jacobs
Bob Ticer
Dwight Henninger
LOC Sub - Committees
USA
AMERICA'S Pno TOUR
Technical Committee (Permits, Road Closers, Course, Venues)
Scott Bluhm - Chair
Media & PR Committee (Local Marketing & PR)
Kelli McDonald - Co -Chair
Jamie Walker - Co -Chair
Lodalno/Entouraue Meals Committee (Team & Entourage Meals, Meeting Spaces, Lodging)
Chris Romer - Chair
Sponsorship Committee (Community Sponsors, VIK Trades, VIP Sales)
Nick Rader - Chair
Community Outreach Committee (School Involvement, Community Programs)
TBD
Volunteer Committee (Recruiting and volunteer logistics)
Randy & Tina Smith - Co- Chairs
Celebrations Committee (VIP Hospitality, ancillary events, Awards)
Kerry Donovan - Co -Chair (Hospitality & Awards)
TBD - Co -Chair (Ancillary Events)
Festival Committee (Lifestyle festival & expo)
Larry Grossman - Chair
14 ff ,,c,�znPA/t
AGENCY AGREEMENT
THIS AGENCY AGREEMENT (the "Agreement ") is made and entered into this
day of , 2011 (the "Effective Date ") by and between the Town of Avon, a home
rule municipality with an address of One Lake Street, Avon, CO 81620 (the "Town "), and the
Vail Valley Foundation, a 501(C) 3 Colorado nonprofit corporation with an address of P.O. Box
309, Vail, Colorado 81657 (the "Foundation ") (each individually a "Party" and collectively the
"Parties ").
WHEREAS, on January 25, 2011, the Town entered into an agreement with Classical
Bicycle Racing, ' LLC in which the Town agreed to be a host for the Quizno's Pro Challenge
multi -stage bicycle race, which agreement was entitled the Quizno's Pro Challenge Town
Participation Agreement (the "Participation Agreement "); and
WHEREAS, the Town wishes to appoint the Foundation as its agent to perform certain
duties of the Town under the Participation Agreement.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
I. SCOPE OF AGENCY
The Foundation shall act as the Town's agent to assist the Town with the performance of
Town's duties set forth in Sections 3, 4 and 7 of the Participation Agreement, provided that the
Town shall cooperate with the Foundation to enable the Foundation to meet its obligations
hereunder, particularly with respect to obligations such as permitting, trash disposal, public
works and road services and police assistance that can only be performed with the Town's
assistance. This agency shall not constitute an assignment pursuant to Section 24.a of the
Participation Agreement, because the Town shall remain responsible to ensure that the
Foundation satisfies all obligations of the Town under the Participation Agreement. The Town
at all times retain the authority to direct the Foundation in the performance of duties of the Town
under the Participation Agreement.
II. TERM AND TERNHNATION
This Agreement shall commence on the Effective Date, and shall continue until the date
the Participation Agreement terminates; provided that either Party may terminate this Agreement
upon seven (7) days advance written notice.
III. RESPONSIBILITY
The Foundation hereby warrants that it is qualified to assume the responsibilities and
render the services described herein and has all requisite corporate authority and licenses in good
standing, required by law.
IV. INSURANCE
The Foundation agrees to procure and maintain, at its own cost, a policy or policies of
insurance sufficient to insure against all liability, claims, demands, and other obligations
assumed by the Foundation pursuant to this Agreement.
V. MISCELLANEOUS
A. Governing Law and Venue. This Agreement shall be governed by the laws of the
State of Colorado, and any legal action concerning the provisions hereof shall be brought in
Eagle County, Colorado.
B. Integration. tion. This Agreement constitutes the entire agreement between the Parties,
superseding all prior oral or written communications.
C. Third Parties. There are no intended third -party beneficiaries to this Agreement.
D. Notice. Any notice under this Agreement shall be in writing, and shall be deemed
sufficient when directly presented or sent pre -paid, first class United States Mail to the party at
the address set forth on the first page of this Agreement.
E. Severability. If any provision of this Agreement is found by a court of competent
jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall
remain in full force and effect.
F. Modification. This Agreement may only be modified upon written agreement of
the Parties.
G. Assigr�. Neither this Agreement nor any of the rights or obligations of the
Parties hereto, shall be assigned by either Party without the written consent of the other.
H. Governmental Immunity. The Town, its officers, and its employees, are relying
on, and do not waive or intend to waive by any provision of this Agreement, the monetary
limitations (presently one hundred fifty thousand dollars ($150,000) per person and six hundred
thousand dollars ($600,000) per occurrence) or any other rights, immunities, and protections
provided by the Colorado Governmental Immunity Act, C.R.S. § 24 -10 -101, et seq., as amended,
or otherwise available to the Town and its officers or employees.
I. No Joint Venture. This Agreement shall not be deemed to create a joint venture
or partnership between the Town and the Foundation.
J. Independent Contractor. The Foundation is and shall be an independent contract
and this Agreement shall not create any employer- employee relationship with the Town and
Foundation.
2
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set
forth above.
OFq�o�
TOWN OF AVO O'
A g..' Broo own Manager
ATTE�S
�� ctu.11 3 [ / c�iORADO.-
AS TO
own of Xvoj.YAttorney
VAIL VALLEY FOUNDATION
By: _ (�=z2 -
Ceil Folz, President
STATE OF COLORADO )
) ss.
COUNTY OF )
The foregoing instrument was subscribed, sworn to and acknowledged before me this —
day of , 2011, by as
of the Vail Valley Foundation, a Colorado nonprofit corporation.
My commission expires:
(SEAL)
3
Notary Public
EXHIBIT D
Host Marks
4(D
EXHIBIT B
TOUR SPONSORS
Protected Categories (Exclusivity) These categories are subject to change over the course of
the planning process and could open up for local revenue opportunities. CBR will inform all
Host cities regarding any additions/deletions made based on National Sponsorship in a timely
manner.
• Quick Service Restaurant and Fast Casual
• Soft Drink
• Auto
• Bank
• Financial Advisors
Healthcare (not including Hospitals)
• Energy Bar
• Energy Drink
• Alcoholic Beverages
• Lasik Surgery
• Consumer Electronics
• Airline
• Telecommunications
• Consumer Electronics
The following categories will NOT be allowed for inclusion in the
2011 Quiznos Pro Challenge:
• Firearms
• Pornography
• Tobacco
PARKING REQUIREMENTS
The Host City is responsible for securing the following parking..
• TEAM PARKING AN D STAGING AREA —Requires parking for approximately 70 vehicles in close
proximity to the Start Line
• VIP PARKING —Requires parking for approximately 100 vehicles adjacent to the Start Line location
• STAFF EVENT PARKING —Requires parking for approximately 50 vehicles adjacent to the Start Line
location
• MEDIA PARKING —Requires parking for a minimum of 100 vehides adjacent to the start line area.
• CREW PARKING — Parking must be secured for the construction crews vehicles at the start location
with hired security
• CREW SECURITY — Security must be provided for the build crew graveyard shifts at the Start and
should begin the evening prior to the event to watch over equipment and crews
ANCILLARY REQUIREMENTS
The Host City is responsible for securing the following parking.
MEDIA WORKSPACE —A room to accommodate media chock-in and working space (for up to 100)
shall be provided adjacent to the start line.
• T1 LIN ES —A minimum of a TWO (2) additional T1 Lines established at the finish line near the TV
compound (to be mutually determined). A T1 line can handle a high speed Internet connection
speed of 1.544 Mbps (total of 3 Mbps download speed)
V
HOTELS, PARKING, AUXILIARY SPACE AND MEALS
HOTEL ACCOMMODATIONS
The Host City is financially responsible for the foAowing rooms.
NIGHT BEFORE THE STAGE START FORADVANCE CREWANDSTAFR
• 90 rooms (60140 ratio of doubles/single rooms)
(this is to accommodate approximately 144 Individuals)
• All parking expenses
HOTEL REQUIREMENTS FOR THE NIGHT BEFORETHESTAGESTARD
• Hotel rooms must be located atone (1) hotel property within dose proximity the Start Line area
• Hotel must offer breakfast or be close to full- service restaurants
• Hotel must be a minimum of a 3 -star property
*The Quiznos Pro Challenge must approve all properties prior to contracting and has the right of refusal for any
properties .
SITE VISIT /LOC MEETING ROOMS:
The Host City is financially responsible for providing the Tour with 40 hotel room nights to be used anytime from
September 1, 2010 to September 1, 2011.
MEALS
• START CREW BREAKFAST -The Host City is financially obligated to provide breakfast for the start One
construction crew and start advanca staff (approximately 244 people). Breakfast will need to be served on•
site at the start line, no laterthan 7 a.m.
MEDIA BREAKFAST - The Host city is financially obligated to provide breakfast fare for approximately 100
working media in or near the media workspace
TEAM/SfAFF BOXED LUNCHES • The Host City is financially obligated for providing (600) boxed lunches for
the teams and staff, to include (but not limited to): sandwich, fruit, chips, cookies. Sandwich choices to
include three variedes plus a vegetarian (small percentage vegetarian). Lunches must be drop off 2112 to
2 hours prior to the race start Caterer must boxtag lunches by type (ie vegetarian, ham, etc)
`the Tour will prcaide a bout lurch UPto assist with salic ift local caterere/restaumnts.
A
** *Please list any special permitting/restrictions that the Tour should be aware of, Including
Alcohol, Signage and Sound Amplification. This may affect the options for START /FINISH LINE
placement.
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. within their city limits
PORTABLE TOILETS— Host cities will secure port-o -let services or public restrooms during the day of the
Stage. The number of units and placement of the units will be mutually agreed upon by the host venue and
the Production Director. Portable toilets to be guaranteed to arrive the night PRIOR to the start or finish
event for the graveyard crews.
Speciric Portable Toilet needs per event stage will be provided in a separate production outline
WASTE MANAGEMENT — Host cites will provide waste management/trash removal services and
recvclina durinra and at the conclusion of the event. Necessary supplies and services include: trash
containers, roll off containers, dumpsters, recycling containers and the crews to remove full containers of
liners, and replace them with fresh liners. Also needed are crews to restore the venue to its original
beauty, meaning removal of trash from streets, parking lots, parking garages, curbs, city property, county
property and federal property. Street sweeping is recommended the day before the event and the evening
after tear down.
Trash / Recycling needs per event stage will be provided in a separate production outline
HEALTH AND WELLNESS EXPO — The Host City is required to support the Challenge with the Health
and Wellness Expo by assisting with the following:
• Allocation of a suitable are for the Expo
• Handle all Expo permits and associated fees
• Electricity and waste management
• Parking for all vendors
* Quiznos Pro Challenge reserves the right to determine final placement of the start/finish line.
A
EXHIBITS
A Host City 2011 Request for Proposal
B Sponsorship
C Challenge Marks
D Host Marks
the State of Colorado sufficient to establish jurisdiction over Host in State and Federal Courts in
Colorado.
p. Further Assurances. The Parties agree to execute and deliver, or cause to be executed
and delivered, such instruments and documents as either Party may reasonably request or require
to carry out more effectively the purpose and intent of this Agreement.
q. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which taken together.shall constitute one and the
same agreement.
r. No Third Party Beneficiaries. It is expressly understood that there are no third party
beneficiaries to this Agreement.
s. Article X. Section 20/TABOR. The Parties understand and acknowledge that the
Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not
intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is
understood and agreed that this Agreement does not create a multi -fiscal year direct or indirect
debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in
this Agreement to the contrary, all payment obligations of the Town are expressly dependent and
conditioned upon the continuing availability of funds beyond the term of the Town's current
fiscal period ending upon the next succeeding December 31. Financial obligations of the Town
payable after the current fiscal year are contingent upon funds for that purpose being
appropriated, budgeted, and otherwise made available in accordance with the rules, regulations,
and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such
funds, this Agreement shall be terminated.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement on their respective behalf, all as of the day and year
first above written.
CBR:
Classic Bicycle Racing, LLC
By: LLC, ManaFanager Member
By: M. ore,
HOST:
TOWN OF AVON
Quiznos Pro Challenge — Avon Host Stage Location Agreement
1 -1 -19 ejh
Page 26 of 39
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 (3) sent by
confirmed facsimile transmission:
If to Host:
Town of Avon
P.O. Box 975
One Lake Street
Avon, CO 81620
Attn: Larry Brooks,
Town Manager
If to CBR:
Classic Bicycle Racing LLC
By: RES LLC, Managing Member
By: John M. Moore, Manager
If to Vail Valley Foundation:
With Copy To:
Eric Heil, Esq., Town Attorney
Heil Law & Planning, LLC
2696 S. Colorado Blvd., Suite 550
Denver, CO 80222
c. Entire Agreement: Modifications. This Agreement constitutes the entire agreement
of the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements
and understandings between the Parties with respect to the subject matter hereof. This
Agreement may not be modified, amended or supplemented or otherwise changed, except by a
written document executed by an authorized representative of each of the Parties hereto.
d. No Waiver of Rights and Breaches. No failure or delay of any Party in the exercise
of any right given to such Party hereunder shall constitute a waiver thereof, nor shall any single
or partial exercise of any such right preclude other or further exercise thereof or of any other
right. The waiver by a Party of any default of any other Party hereunder shall not be deemed to
be a waiver of any such subsequent default or other default of any Party.
e. Captions. Section headings used in this Agreement are for convenience of reference
only and shall not affect the construction of any provision of this Agreement.
L Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective successors and authorized assigns.
Quiznos Pro Challenge — Avon Host Stage Location Agreement
1 -1 -19 eib
Page 24 of 39
(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. Such
umbrella and/or excess liability insurance shall not be required if the primary policies of
insurance afford limits of not less than $5,000,000.00 each occurrence.
(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 as determined by Host.
All such insurance to be maintained by Host shall be (1) primary to and non - contributory with
any insurance maintained by CBR and the CBR Parties; and (2) shall be written by insurance
companies with ratings of "A" or better in the latest edition of the A.M. Best key rating
guideSuch coverage may not be cancelled ;unless Host provides thirty (30) days prior written
notice thereof to CBR. Host's participation in a public entity self - insurance pool holding a
certificate of authority from the Colorado Insurance Commissioner shall suffice in lieu of
insurance meeting the rating requirements of (2).
Policies (1), (2) and (4) above shall be endorsed to name CBR and the CBR Indemnified Parties
(as defined in Section 18.b. of this Agreement) as Additional Insureds with respect to the
negligent acts or omissions of Host.
At least 15 days prior to each Tour, Host shall provide CBR with a certificate of insurance
certifying that the appropriate insurance is in place and that the policies have been properly
endorsed to meet the insurance requirements as set forth above:
21. Force Majeure. In the event that the Tour does not take place or is rescheduled, in
whole or in part, due to any Act of God or other event not reasonably foreseeable by the Parties
or beyond the control of the Parties which is generally considered an event of force majeure
( "Force Majeure'), including without limitation, weather, fire, flood, act of public enemy or
terrorism, strike or labor dispute, governmental action or directive or local, regional or national
day of mourning, whether such event of Force Majeure has occurred in a community through
which the Tour course shall run or not, then CBR may discontinue provision of the Host Benefits
to and for the benefit of Host and Host need not continue to perform those Host Obligations
which remain unperformed as of the date of cancellation or postponement. CBR shall detenrnine
whether the Tour is to be cancelled in whole or in part or postponed due to a Force Majeure
event. Should the Tour be cancelled in whole or in part due to an event of Force Majeure, CBR
shall have no further obligation, financial or otherwise, to Host and Host shall have no further
obligation to CBR in connection with the Tour. In the event that the Tour is postponed in whole
or in part due to an event of Force Majeure and CBR intends to reschedule the Tour, CBR and
Host shall discuss in good faith the terms under which such rescheduling should occur. In the
event of such cancellation or postponement due to a Force Majeure event, the obligations of
CBR and the rights of Host shall be as specifically set forth in this Section 21 as the sole and
exclusive remedy by virtue of such cancellation or postponement.
Quizoos Pro Challenge — Avon Host Stage Location Agreement
1 -1 -19 ejh
Page 22 of 39
provide the Host Benefits, and to relocate the site for the Host Stage; provided, however that in
no event shall Host be liable to CBR for amounts in excess of $10,000.00.
19. Independent Contractors. CBR and Host are independent contractors with respect to
each other and nothing herein shall be deemed or construed to create any partnership, joint
venture or agency relationship between them. Host is simply serving as host to the Host Stage of
the Tour under the license of rights granted herein and is agreeing herein to provide certain
services and to undertake certain obligations in order to acquire certain marketing rights and
benefits. Neither Party shall have any authority to contract or bind the other Party in any manner
and shall not represent itself as the agent of the other.
20. Insurance.
. I a. CBR Provided Insurance. Throughout the Term of this Agreement (including any
extensions thereof), CBR (or Medalist) shall- provide and maintain, at CBR's expense, the
following insurance policies which shall protect the CBR Parties on a primary basis from any
and all Claims arising out of or in connection with respect to the staging of each Tour and the
obligations of CBR pursuant to this Agreement:
(1) General Liability insurance with limits not less than $1,000,000 each
occurrence and $2,000,000 in the aggregate;
(2) Auto Liability insurance covering Claims arising out of the use, operation
or maintenance of any vehicle (whether owned, non - owned, leased, hired or borrowed) by CBR,
with limits not less than $1,000,000 each accident combined single limit for bodily injury and
property damage
(3) Workers' Compensation insurance covering CBR's employees with limits
as required by statutory law, including Employer's Liability coverage with limits not less than
$500,000 each accident. This requirement only applies to the extent that CBR has any
employees;
(4) Umbrella and/or Excess Liability insurance with limits not less than
$4,000,000 each occurrence shall apply in excess of and on a following form basis to the primary
Commercial General Liability, Automobile Liability and Employer's Liability policies; and
(5) Any other insurance necessary and appropriate for the staging of the Tour
as determined by CBR and Medalist.
All such insurance to be maintained by CBR shall be (1) primary with respect to Claims arising
out of the CBR's staging of each Tour and the obligations of CBR pursuant to this Agreement;
and (2) shall be written by insurance companies with ratings of "A" or better in the latest edition
of the A.M. Best key rating guide.
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volunteers and other representatives (collectively, the "CBR 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;
(4) the exercise by Host of its rights and the Host Benefits under this Agreement,
including but not limited to any parking, food and beverage concessions, ancillary events
or local sponsorships organized by Host;
(5) advertiser's liability or other claim arising out of or in connection with the use by
Host of the Tour Marks, including but not limited to any claim based upon an allegation
of sponsorship or guaranty by CBR of Town;
(6) a claim that the Host Marks infringe upon any patent, copyright, trademark, trade
secret or any other right of a third party; and
(7) the failure or alleged failure by Host to comply with all Laws relating to labor
relations, fair employment practices, safety and similar rules and regulations, including
without limitation, all Equal Employment Opportunity (EEO) provisions as required by
law, regulation or executive order.
Notwithstanding the foregoing, this indemnification shall not extend to or include any claims,
damages, suit or attorneys fees arising out of any claim or allegation that any of the routes, roads,
trails or other parts of the Tour course were negligently designed or selected.
c. Procedure Regarding Indemnification. Each Party shall give the other Party
prompt written notice of any 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.
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or interest in the Tour Marks, except the license to use of the Tour Marks as provided in this
Agreement.
(2) Host agrees that CBR shall have the sole right to determine whether any
action should be taken to terminate unauthorized use of the Tour Marks or to settle any
proceeding brought by CBR to terminate such unauthorized use. All proceeds from any
enforcement action shall belong exclusively to CBR.
(3) CBR and Host agree to assist each other in the defense of any proceeding
or claim with respect to the use of any Tour Marks by Host in accordance with the terms of this
Agreement. CBR agrees to defend, at its expense, any such proceeding or claim on behalf of
Host. Host shall be permitted to retain, at its expense, separate counsel in such defense.
15. Reservation of Rights. CBR reserves all rights not expressly licensed to Host under this
Agreement. Any and all rights of CBR, including those in and to the Tour and the Tour Marks,
not expressly granted to Host under this Agreement are reserved to CBR and may be exercised,
marketed, exploited or disposed of by CBR concurrently with the Term of this Agreement in
such form and manner as CBR wishes. Host acknowledges and agrees that this Agreement does
not convey or grant to it any rights of ownership in or management of the Tour, CBR or the Tour
Marks.
16. Representations and Warranties.
a. By CBR. CBR 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 CBR
shall be original, shall be owned by CBR and shall not infringe any third party copyright or
trademark; and
(4) It will comply with all applicable laws, regulations and ordinances
pertaining to the promotion and conduct of the Tour.
b. By Host. Host represents and warrants that:
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12. Approvals.
a. Host agrees to submit to CBR for its prior written approval all proposed uses of
the Tour Marks that Host wishes to make pursuant to the limited license granted to Host in this
Agreement, including but not limited to submission of representative samples of all advertising,
promotional and other materials to be used in connection with Host's products and services as
well as any premiums that Host may wish to use containing the Tour Marks. If Host's request is
not responded to by CBR within ten (10) business days after CBR has received the material from
Host, Host shall provide written notification to CBR of such fact and CBR agrees that any such
proposed materials shall be deemed 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 CBR.
b. Host shall supply free of charge to CBR 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 CBR at the address for notices under this
Agreement to the attention of the individual designated to receive notices for CBR.
13. Broadcast and Media Rights, Other Commercial Exploitation of Tour. As between
Host and CBR, CBR controls all rights to distribute, promote, market and otherwise
commercially exploit the Tour and the Host Stage by means of any and all audio, visual and
audiovisual media of all types, including but not limited to television, radio, Internet and print,
and wireless devices as well as with respect to sponsorship, licensing, hospitality, merchandising,
and other marketing rights with respect to the Tour ( "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 CBR.
14. Ownership and Protection of Intellectual Property.
a. Ownership of Intellectual Property.
(1) Subject to the terms of Section 11 of this Agreement, each Party shall own
all right, title and interest in and to all intellectual property created by or on behalf of such Party
in connection with this Agreement, including without limitation, all logos, names, ideas,
concepts, creative materials, promotional materials, advertising, graphics, including all
copyrights and proprietary rights therein, and any inventions and discoveries first conceived or
developed, whether or not protected by patent, trade secret or copyright, subject to the ownership
rights of the other Party to such other Party's trademarks to the extent that such are incorporated
into such intellectual property (such property being collectively referred to as the "Intellectual
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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 CBR;
(e) Host acknowledges that its selection as a partner is not based upon
the results of any quality comparison between Host and any other municipality within the State
of Colorado and agrees that it shall not represent otherwise to any third party or use the
expressions "selected ", "approved ", "warranted ", "preferred ", or "consented to" by CBR or
QUIZNOS, or the Tour or any similar endorsement;
(f) Host shall not use the license granted under this Agreement in any
comparative advertising; and
(g) Host shall not, after the expiration or termination of this
Agreement, use any slogan or graphic device that was developed for use in conjunction with the
Tour Marks if such slogan or graphic device implies an ongoing association with the Tour.
b. Host Marks.
(1) License to Use Host Marks. Host hereby grants to CBR a limited non-
exclusive license to use the name, logos, trademarks, service marks, designs, product and service
identification, artwork and other symbols and distinctive indicia of Host and identified in
Exhibit D: Host Marks 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 10.b.(2) of this Agreement, specifically to provide Host with the Host Benefits.
The foregoing license is subject to the right of Host to review and approve in advance all such
uses of the Host Marks. Review and approval of Host Marks by Host shall not be unreasonably
denied, withheld, conditioned or delayed. CBR shall have no right to assign, license or "pass -
through" rights to use the Host Marks to any party, except as necessary to fulfill its obligations
set forth in this Agreement. The Parties acknowledge and agree that, upon the expiration or
termination of the Term of the Agreement, CBR shall discontinue any use of the Host Marks and
CBR may continue to use the Tour Marks.
(2) Host Marks Guidelines. CBR shall utilize the Host Marks pursuant to the
license granted herein in accordance with those graphics standards supplied by Host to CBR in
writing from time -to -time.
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or promulgated by other agencies or bodies having or claiming jurisdiction) applicable to the
performance of such party's obligations to Host.
e. Exculpation Clause. Every party contracting with or providing goods or services
to Host in connection with the Host Stage or the Tour and/or events related thereto must agree to
look solely to the assets of Host for any recourse, and not those of CBR or the CBR Parties (as
defined in Section 9.c. Indemnification. above).
L 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 CBR or the CBR Parties, insurance coverage in the amount of $1,000,000.00 per
occurrence 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, CBR and the CBR Parties; and (2) shall be
written by insurance companies with ratings of "A" or better in the latest edition of the A.M.
Best key rating guide. Such coverage may not be materially changed, reduced or cancelled
unless the contracting party provides thirty (30) days prior written notice thereof to Host and
CBR. All liability policies shall be endorsed to name Host, CBR, Medalist, Quiznos and the
CBR Parties as additional insureds ( "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 CBR with certificates of insurance certifying that the appropriate insurance is in
place and that the policies have been properly endorsed to meet the insurance requirements as set
forth above.
9. Licenses to Use Marks.
a. Tour Marks.
(1) Acknowledgements Regarding Tour Marks. CBR retains the rights to sell
title and presenting sponsorships in and to the Tour and, in such event, to incorporate the name
and/or marks of such title and/or presenting sponsor into the Tour Marks or to develop new
marks and logos for the Tour, acknowledging such title and/or presenting sponsor's relationship
with and support for the Tour. Host acknowledges the foregoing and that the term "Tour Marks"
as used herein may also refer to the Tour Marks as such may be expanded to include the name
and/or marks of a title and/or presenting sponsor of the Tour. Upon being advised by CBR and
Medalist of a change to the Tour Marks in the event of a sale of title or presenting sponsorships,
Host agrees to utilize the updated Tour Marks with the name and/or marks of a title and/or
presenting sponsor, all as designated by CBR.
(2) License to Use Tour Marks. CBR hereby grants to Host a limited non-
exclusive license to use the name, logos, trademarks, service marks, designs, product and service
identification, artwork and other symbols and distinctive indicia associated with the Tour and
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b. Sponsorship Levels. Host may create one or more sponsorship levels for Local
Stage Sponsors, including a local presenting sponsor.
c. Local Sponsorship Benefits. Host shall be able to provide Local Stage Sponsors
with those local sponsorship benefits to be provided by CBR Specific local sponsorship benefits
will be provided upon execution of this Agreement.
d. Local Sponsorship Guidelines. Sale of Local Stage Sponsor rights shall be
subject to the following guidelines provided by CBR.
(1) Reserved Tour Sponsor Categories. Host acknowledges that CBR has
retained the exclusive right to sell sponsorship rights in specific sponsorship categories to Tour
Sponsors (the "Tour Sponsor Categories'). A listing of the current Tour Sponsor Categories is
set forth on Exhibit B: Tour Sponsors. (which listing may be updated by CBR to add or delete
sponsor categories). Pursuant to Exhibit B: Tour Sponsors, all potential local sponsors must be
pre - approved by CBR's designated Tour Executive Director. Host acknowledges that it may not
sell local sponsorship rights to become a Local Stage Sponsor to any company which
manufactures, markets or distributes products or services in any of the Tour Sponsor Categories
without written permission by CBR, such right being reserved to CBR for Tour Sponsors.
(2) CBR Approval. CBR 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. Review and approval of Local Stage Sponsors by CBR shall not be unreasonably
denied, withheld, conditioned or delayed.
(3) Sponsorship Priority. The title sponsor of the Tour as well as all other
sponsors of the Tour designated by CBR shall have priority over and rights superior to that of
any local sponsor.
(4) Submission of Materials to CBR. Host must submit all prospective
sponsor lists and packages, art work, copy and designs to CBR 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 the recognition of
Tour Sponsors as designated by CBR.
(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 Stage Sponsors be guaranteed broadcast exposure of any type.
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goodwill associated with the Tour, the Host Stage and the Host Stage Location, CBR, Quiznos,
Medalist, the State of Colorado, and 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.
r. Credentials. CBR 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 CBR. CBR shall be responsible for all
decisions regarding to whom media, VIP and operational credentials should be issued and shall
establish all rules and regulations regarding media access to the Tour, the Host Stage and the
Host Stage Location, provided that such rules and regulations shall be subject to the authority of
the Town over Town owned property and public right -of -ways within the Town's jurisdiction.
s. 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 CBR after consultation with Host.
5. Host Benefits. In consideration of the agreement by Host to undertake and perform the
Host Obligations, CBR agrees to provide the following recognition and benefits to and for the
benefit of Host (collectively referred to as the "Host Benefits "):
a. Recognition. Include recognition for Host in the official Tour Guide, Tour web
site, and in a press conference announcing that Host has agreed to serve as the host for the Host
Stage of the Tour;
b. Hospitality. Provide credentials for and grant access to VIP hospitality area that
CBR intends to create, which number of credentials shall not be less than 30;
c. Local Sponsorship. Provide local sponsorship opportunities for Host to utilize, as
a means of fundraising, in accordance with the terms of Section 7 of this Agreement; and
d. Ancillary Events. Establish activities ancillary to the Host Stage within Avon for
the promotion of the State of Colorado and Host, subject to the prior review and approval of
CBR, which review and approval shall not be unreasonably denied, withheld, conditioned or
delayed.
VVF Oblizations. 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. VVF will be responsible for the selection and training of its
volunteers. All volunteers will be expected to perform their assigned duties and services in a
professional and highly competent manner, to the best and full limit of their abilities at all times
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hereinafter defined) identified with Town 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 Town - controlled
and conflicting major sporting, civic or cultural events from being scheduled in Town from the
day prior to the Tour through the day following the Tour unless such major sporting, civic or
cultural event(s) is approved in writing by CBR and under such conditions as Medalist and CBR
may specify.
g. Merchandise Counterfeiting and Trademark Enforcement. Host shall cooperate
with CBR in preventing unauthorized use of the Tour Marks, admissions for the Host Stage and
other intellectual property and the sale or distribution of unlicensed merchandise bearing the
Tour Marks or any other reference to the Tour. Such commitment shall apply and be in force
during the Term of this Agreement, particularly with respect to the period beginning August 1
prior to the Tour and continuing through thirty (30) days following the Tour. Host will coop-
erate with CBR by permitting CBR 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 CBR 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 CBR or against a seller or distributor of unlicensed merchandise will be at the sole discretion
of CBR.
h. Media and Marketing Plan Cooperation. Host will cooperate with the media and
marketing plan of CBR and its contractors, Medalist and designated public relations entity,
including accommodating television broadcasters, .sponsors, and other persons and entities to
whom and to which.CBR has granted and will grant rights.
i. Tour Sponsor Recognition. Host agrees that Tour sponsors shall have the right to
have recognition and visibility at the Host Stage Location and that CBR shall determine
placement of signage, recognition and visibility.
j. Ancillary Events. Before staging any ancillary events in connection with the
rights licensed by CBR as set forth in this Agreement, Host shall obtain the prior written
approval of CBR and Medalist for the type, location and anticipated size of the event as well as
sponsors.
k. Sale of Merchandise. Host agrees that no merchandise other than that designated
by CBR will be sold on -site at the Host Stage Location during the Tour without the prior written
consent of CBR.
1. Reference to Name of Tour. Host shall refer to the Tour by the exact name
supplied by CBR as may be amended from time -to -time, including any title or presenting
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2. Term. The term of this Agreement shall begin as of the date first set forth above (the
"Effective Date ") and, unless earlier terminated in accordance with the terms set forth herein,
shall continue through and including October 14, 2011 (the "Term").
3. Town. Town shall be subject to the following requirements:
a. General. At all times during the Term of this Agreement, Town 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. Town will be led by one or more chairperson(s) who will be primarily
responsible for performance of Town's obligations under this Agreement. Such chairperson(s)
shall ensure that the Town'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 Town
(Town may designate multiple responsibilities to one individual):
Sponsorship /Sales Director;
Operations Director;
Finance Director;
Media & Public Relations Director;
Marketing Director;
Medical/EMT Coordinator;
Technical Director;
Volunteer Director;
VIP/Hospitality Director;
School/Community Outreach;
Ceremony Coordinator;
Ancillary Events /School Community Director; and
Health and Wellness Expo Liaison
4. Host Oblisations. In consideration of the license granted by CBR to host the Host Stage
as set forth in Section 1 and the Host Benefits as set forth in Section 5 of this Agreement and in
addition to those other obligations set forth in this Agreement, Host agrees to undertake and
perform the following obligations (collectively, the "Host Obligations'):
a. Implementation in Accordance with Planning Manual. Host shall provide
assistance in accordance with the 2011 Planning Manual for the Tour to be furnished by CBR or
Medalist to Host within a reasonable period of time following the execution of this Agreement.
b. Publicity and Promotion. Host shall use its best efforts to publicize and promote
the Tour and the Host Stage through all local media.
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