HomeMy WebLinkAboutRes.2471.08-01-2009BILL NO. 09-129
RESOLUTION NO. z;x 7
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE A TOUR OF MISSOURI HOST CITY
AGREEMENT WITH THE TOUR OF MISSOURI, INC.,
AND THE CAPE GIRARDEAU LOCAL ORGANIZING
COMMITTEE, FOR THE TOUR OF MISSOURI PRO
CYCLING RACE, IN THE CITY OF CAPE GIRARDEAU,
MISSOURI
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE
GIRARDEAU, MISSOURI, AS FOLLOWS:
ARTICLE 1. The City Manager, for and on behalf of the City
of Cape Girardeau, Missouri, is hereby authorized to execute a
Tour of Missouri Host City Agreement with the Tour of Missouri,
Inc., and the Cape Girardeau Local Organizing Committee, for the
Tour of Missouri Pro Cycling Race, in the City of Cape
Girardeau, Missouri. A copy of said Agreement is attached to
this Resolution and made a part hereof.
PASSED AND ADOPTED THIS <=�-�� DAY OF it 20.
ATTEST:
Gayle/ �. Conrad, City Clerk
Knudtson, Mayor
TOUR OF MISSOURI HOST CITY AGREEMENT
(Stage: City of Cape Girardeau)
THIS AGREEMENT (hereinafter referred to as the "Agreement") is entered into as of
this & day of 2009, by and between Tour of Missouri, Inc., a Missouri not-for-
profit corporation "TOM"), the City of Cape Girardeau, a municipal corporation organized
under the laws of the State of Missouri (the "City"), and the Cape Girardeau LOC, formed as the
local organizing committee for the City (the "LOC") (TOM, the City, and the LOC are
sometimes individually referred to as a "Party" and collectively as the "Parties") with respect to
the following facts and objectives which are a material part of this Agreement:
A. TOM owns the rights to the Tour of Missouri (the "Tour"), a multi -day, multi -stage
cycling race across the State of Missouri, and also owns certain registered and patented marks
and logos relating to the Tour;
B. The City and the LOC wish to acquire the rights and benefits of hosting a STAGE
FINISH of the Tour and to undertake all of the obligations related to such hosting; and
C. TOM wishes to grant the rights and benefits of hosting a portion of the Tour to the City
and the LOC under the terms and conditions provided herein.
NOW THEREFORE, in consideration of the covenants contained herein and for other
good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged,
the Parties agree as follows:
1. Designation of Host and Location of Host Stage Venue. TOM licenses to the City
and the LOC (collectively, "Host") the right to host a STAGE FINISH (the "Host Stage") for
the Tour to be held in September, 2009. The Tour is scheduled to be held from September 7
through September 13, 2009, and the Host Stage is scheduled to be held on September 8, 2009.
Host accepts the license granted and agrees to exercise such license to host the Host Stage and to
undertake and perform the Host Obligations set forth in this Agreement. The Host Stage shall be
held at a location in the City which shall be subject to the prior review and approval of TOM (the
"Host Stage Venue").
2. Host Obligations. In consideration of the license granted by TOM to host the Host
Stage and receive the Host Benefits (defined in Section 3 below), Host agrees to undertake and
perform the following obligations (the "Host Obligations"), making a best effort to cover all
requirements below at Host's sole cost and expense unless otherwise provided:
a. Implementation in Accordance with Host Venue Requirements. Perform
the Host Obligations in accordance with the terms and conditions set forth in the 2009
Host Venue Requirements, a copy of which is attached hereto as Exhibit "A" (the "Host
Venue Requirements"). The Host Venue Requirements are part of this Agreement and
are incorporated herein by this reference.
b. Publicity and Promotion. LOC will use its best efforts to publicize and
promote the Tour and the Host Stage through all local media.
C. Host Obligation Specifications. Undertake the following for the Host
Stage, making best effort to fundraise to cover all costs, all in accordance with the
operational and technical specifications set forth in the Host Venue Requirements:
(1) AuxiliM Space and Equipment for Tour Requirements: Provide
those types of areas, premises and equipment for the time period designated in the
Host Venue Requirements;
(2) Police Services: City will provide local police services to work in
coordination with the Missouri Highway Patrol and Missouri Department of
Transportation, as well as Tour representatives and volunteers, to provide for safe
road closure, fixed -post positions, traffic and crowd control, and general public
safety;
(3) Public Works and Road Services: Support police efforts to ensure
road closure and course safety;
(4) Permits: City will issue all local permits, provided all legal
requirements are met, 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: LOC will provide emergency medical
services and emergency medical technicians sufficient to serve the general public
at and on the day of the Host Stage;
(6) Portable and/or Public Restrooms: LOC will provide portable
(e.g., port -o -johns) or public restroom facilities on the day of the Host Stage in a
number and location to be determined by Tour representatives;
(7) Waste Management/Trash Removal: Provide waste management
and trash removal services following the conclusion of the Host Stage; and
(8) Volunteers: Recruit that number of volunteers designated in the
Host Venue Requirements to assist local police and Tour personnel with various
functions to be designated by Tour representatives. Host will be responsible for
the selection and training, with assistance from Tour officials, of its volunteers.
All volunteers will be expected to perform their assigned duties and services in a
professional and highly competent manner, to the best and full limit of their
abilities at all times and in accordance with the highest quality standards,
applicable law and the rules and regulations established by Host and TOM. All
volunteers will be required to sign the standard Volunteer Waiver and Release of
Liability, Assumption of Risk and Indemnity Agreement form provided by TOM
for the Tour.
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d. Tour Course Layout and Host Stage Venue. Assist TOM in obtaining a
design and layout of that portion of the City and Cape Girardeau County (the "County")
(if applicable) through which the Tour course will run and provide access to such course
without imposition of any site fees.
e. Ambush -Free Zone. Work with TOM to create a zone which consists of
the Host Stage Venue and a radius around the Host Stage Venue (the "Ambush -Free
Zone") that shall be free from temporary merchandise vending, temporary advertising,
and temporary signs and inflatable items. The parameters of the Ambush -Free Zone
should be within a 100 -yard radius of the Start/Finish area. Host represents to TOM that
it will work with other appropriate governmental agencies to assist with obligations in
connection with the Ambush -Free Zone, including the City police and County sheriff's
departments.
f. Ambush Marketing. Use its best efforts to: (1) minimize the "ambush
marketing" of Tour sponsors and local sponsors in and around the City and the Host
Stage 'Venue during the Tour; (2) prevent Commercial Exploitation Rights (defined in
Section 3 below) from being granted by any governmental agency to any entity that is not
a Tour sponsor.
g. Merchandise Counterfeiting and Trademark Enforcement. Obtain the
commitment of appropriate City, County, and/or other governmental entities to cooperate
with TOM, and shall itself assist TOM, in preventing unauthorized use of the Tour
Marks, admission tickets for the Host Stage, and other intellectual property, and in
preventing the sale or distribution of unlicensed merchandise bearing the Tour Marks or
any other reference to the Tour. Such cooperation shall be required during the Term of
this Agreement and continue through thirty (30) days following the Tour.
h. Media and Marketing Plan Cooperation. Cooperate with the media and
marketing plan of TOM, including accommodating television broadcasters, sponsors, and
other persons and entities to whom and to which TOM has granted and will grant rights.
i. Insurance. Host shall provide and maintain at its expense the insurance as
specified in Section 7.b. of this Agreement with respect to the Host Obligations under this
Agreement.
j. Tour Sponsor Recognition. tion. Tour sponsors shall have the right to have
recognition and visibility at the Host Stage Venue and that TOM shall determine the
placement of signage, recognition, and visibility.
k. Sale of Merchandise. No merchandise other than that designated by TOM
will be sold on-site at the Host Stage Venue during the Tour without the prior written
consent of TOM.
1. Reference to Name of Tour. Refer to the Tour by the exact name supplied
by TOM from time to time, including any title or presenting sponsor identification
(should title or presenting sponsorship rights be granted), and shall include, in all
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agreements that Host may enter into with third parties, a requirement that all third parties
utilize the exact name for the Tour supplied by TOM from time to time.
In. Proposed Host Contracts. Submit to TOM for prior review and
approval all contracts that Host proposes to enter into with respect to: (1) the obligations
undertaken by Host in connection with the Tour; and (2) Host's organization of any
ancillary events. All such proposed Host contracts shall be required to include the clauses
set forth in attached Exhibit `B."
n. Anti -Gouging Provisions. LOC will exercise best efforts to make sure that
hospitality services (including lodging and restaurants) are provided at reasonable prices
for visitors and tenants.
o. Cycling Requirements. Undertake to respect the minimum requirements
for the sport of cycling as defined by the various governing organizations over the sport
of cycling.
P. Guidelines and Amendments. All services and other activities required to
be performed or provided by Host described in this Agreement will be performed or
provided in compliance with all reasonable and customary guidelines, standards, policies
and directives (collectively, "Guidelines") developed and issued by TOM from time to
time. Host recognizes that, while the Host Venue Requirements represent the current
position of TOM on such matters, such material may evolve as a result of technological
and other changes, some of which may be beyond the control of the Parties. TOM
reserves the right to propose amendments to this Agreement, including the Host Venue
Requirements, to address such changes so that the Tour and the Host Stage will be
presented in the best possible manner. Any such amendments must be approved by the
Host, but that approval shall not be unreasonably withheld. Should such amendments to
the Agreement or any Guidelines result in adverse effects on the financial or other
obligations of Host, it will so inform TOM in writing and TOM will then negotiate with
Host in order to address such adverse effects in a mutually satisfactory manner.
q. Progress Reports. On June, 2009, July, 2009, and August, 2009, LOC
shall submit to TOM written progress reports describing the status of its plans relating to
the Host Stage and the Host Stage Venue and any related events, as well as copies of
committee meeting minutes. Such periodic progress reports shall include, but not be
limited to, information on: (1) the local sponsorships sold by Host and the status of
efforts to present local sponsorship opportunities to various prospects; and (2) other
revenues that Host has generated and expects to generate to pay the costs of discharging
its obligations under this Agreement.
r. Promotion of Goodwill. Conduct the activities contemplated by this
Agreement and the Host Venue Requirements in such a way as to promote the goodwill
associated with the Tour, the Host Stage and the Host Stage Venue, TOM, the State of
Missouri, and the sponsors of the Tour, and not, at any time, disparage the good name,
reputation, or image of the Tour, the Host Stage and the Host Stage Venue, TOM, the
State of Missouri, or the sponsors of the Tour.
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S. No Disclosure. This Agreement and its terms are confidential. Host shall
not make any public or private disclosure of the terms of this Agreement except as may
be required by law. Host has advised TOM, however, that this Agreement is an open
record under the terms of the Missouri Sunshine Law.
t. Other Services. Host will provide those other services and undertake
those other obligations set forth in Host Venue Requirements, as well as those that may
be reasonably requested by TOM.
3. Host Benefits. In consideration of the agreement by Host to undertake and perform
the Host Obligations, TOM agrees to provide the following recognition and benefits to and for
the benefit of Host (collectively referred to as the "Host Benefits"). Host acknowledges and
agrees that, except as specifically set forth herein, TOM is entitled to collect and retain all
revenues attributable to the Tour, the Host Stage, and the Host Stage Venue ("Commercial
Exploitation Rights"). Revenue raised through Local Stage Sponsorships (defined in Section
3(e) below) shall be retained by the LOC and Host.
a. Recognition. Include recognition for Host in the official Tour Guide, on
the Tour web site, and in a press conference announcing that Host has agreed to serve as
the host for the Host Stage of the Tour. The Parties agree to make a joint public
announcement and press release upon the execution of this Agreement, in a form and
substance to be mutually agreed upon by the Parties.
b. Hospitality. Provide to Host a designated number of credentials for and
grant access to a VIP hospitality area that TOM intends to create.
C. Insurance. TOM Inc. shall provide and maintain at its expense the
insurance as specified in Section 7.a. of this Agreement with respect to the Tour.
d. Credentials. Be responsible for producing credentials of all types for the
Tour, including the Host Stage and Host Stage Venue, and further including credentials
for members of the media and operational personnel, which credentials shall be produced
at the sole expense of TOM. TOM shall be responsible for all decisions regarding to
whom media, VIP and operational credentials should be issued and shall establish all
rules and regulations regarding media access to the Tour, the Host Stage and the Host
Stage Venue, unless otherwise required by law.
e. Local Stage Sponsorships. TOM grants to Host a license to solicit and
secure local stage sponsors to support the activities of Host in connection with the Host
Stage, in accordance with the following terms and conditions:
(1) Designation. Each local sponsor may be given the designation
"Local Stage Sponsor" to the exclusion of any other sponsorship designation. A
Local Stage Sponsor may neither be referred to nor describe its involvement with
the Host Stage by any other designation, including but not limited to a sponsor of
the Tour or a local sponsor of the Tour.
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(2) Sponsorship Levels. Host may create one or more sponsorship
levels for Local Stage Sponsors, including a local presenting sponsor.
(3) Local Stage Sponsorship Benefits. Host shall be able to provide
Local Stage Sponsors with those local sponsorship benefits set forth in attached
Exhibit "C" (the "Local Stage Sponsorship Benefits").
(4) Local Stage Sponsorship Guidelines. Sale of Local Stage Sponsor
rights shall be subject to the guidelines in the Local Stage Sponsorship Benefits:.
f. Reserved Tour Sponsor Categories. Host acknowledges that TOM has
retained the exclusive right to sell sponsorship rights in specific sponsorship categories to
Tour Sponsors (the "Tour Sponsor Categories"). A listing of the Tour Sponsor
Categories is set forth on attached Exhibit "C". Host may not sell the rights to become a
Local Stage Sponsor to any company which manufactures, markets, or distributes
products or services in any of the Tour Sponsor Categories, such right being reserved to
TOM for Tour Sponsors.
g. TOM Approval. TOM shall have the right of prior review and prior
written approval over the identity of all proposed Local Stage Sponsors as well as the
recognition and benefits to be provided by Host to such Local Stage Sponsors. Host
acknowledges that such review and approval is necessary to avoid conflicts between Tour
Sponsors and Local Stage Sponsors.
h. Sponsorship Priority. The title sponsor of the Tour as well as all other
sponsors of the Tour designated by TOM shall have priority over, and rights superior to
that of any Local Stage Sponsor.
i. Gold Level Sponsor Presence on LOC. To allow for the exchange of ideas
and opportunities to partner on the local level, each LOC shall reserve a position on its
Marketing/PR committee for a representative from each Gold Level Tour Sponsor. The
Tour will provide each LOC with the name and contact information of a key contact from
each Gold Level Tour Sponsor. All Gold Level and Presenting Sponsors shall be
included in all local marketing and PR campaign materials.
j. Submission of Materials to TOM. Host must submit all prospective
sponsor lists and packages, art work, copy, and designs to TOM for approval in advance.
k. Use of Tour Marks. Host has no authority to grant a sublicense to the
Tour Marks unless pre -approved by TOM officials.
1. Recognition of Tour Sponsors. Host shall facilitate the recognition of
Tour Sponsors as designated by TOM and as set forth in the Local Stage Sponsorship
Benefits.
in. No Other Recognition. Local Stage Sponsors shall not receive any
endorsements from individual athletes participating in the Tour without the involved
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athlete's prior permission, nor will local sponsors be guaranteed broadcast exposure of
any type.
n. Local Revenues.
(1) Pte. Host may offer parking for spectators for the Host Stage.
Host may retain all revenues from such parking and shall be responsible for all
parking expenses.
(2) Food and Beverage Concessions. Subject to certain VIP
hospitality to be offered exclusively by TOM, Host may offer food and beverage
concessions at the Host Stage Venue for purchase. Host may retain all revenues
derived from food and beverage concessions and shall be responsible for all
expenses attendant to such concessions. If Host declines to provide or secure this
opportunity, TOM is provided with the opportunity to do the same, under
approval from Host based on local permits and requirements. LOC shall use best
efforts to utilize and sell official sponsor products.
(3) Ancillary Events. Host may create, organize, and present events
ancillary to the Host Stage, provided that Host must obtain TOM's prior written
approval of any such ancillary events, and Host may retain all revenues generated
thereby. Host shall be responsible for all expenses of creating, organizing, and
presenting such ancillary events.
4. Reservation of Rights.
Any and all rights of TOM, including those in and to the Tour and the Tour Marks, not
expressly granted to Host under this Agreement are reserved to TOM and may be exercised,
marketed, exploited or disposed of by TOM concurrently with the Term of this Agreement in
such form and manner as TOM wishes, except as otherwise required by law. Host acknowledges
and agrees that this Agreement does not convey or grant to Host any rights of ownership in or
management of the Tour, TOM, or the Tour Marks.
Any and all rights of Host, including those in and to the name of the City of Cape
Girardeau and the Host Marks, not expressly granted to TOM under this Agreement are reserved
to Host and may be exercised, marketed, exploited or disposed of by Host concurrently with the
Term of this Agreement in such form and manner as Host wishes, except as otherwise required
by law. TOM acknowledges and agrees that this Agreement does not convey or grant to TOM
any rights of ownership in the name of the City of Cape Girardeau, or the Host Marks.
5. Term.
The term of this Agreement shall begin as of the date first set forth above (the "Effective
Date") and, unless earlier terminated in accordance with the terms set forth below, and except as
to obligations herein which specifically extend past the term of this Agreement, shall continue
through and including October, 2009 (the "Term").
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6. Default, Termination and Force Maieure.
a. Default. Either Party may terminate this Agreement, at its option, upon
written notice to the other Party, upon the occurrence of one or more of the following
events (the "Termination Events"):
(1) A material breach by the other Party of any covenant, agreement,
representation, warranty, term or condition of this Agreement, if such breach has
not been waived in writing and if such breach is not cured or remedied by the
breaching Party to the other Party's reasonable satisfaction within thirty (30) days
after delivery of written notice specifying the nature of the breach; or
(2) A Party is the subject of public controversy of such a magnitude
that such Party's association with the other Party pursuant to this Agreement
creates a negative association for such other Party, in the reasonable judgment of
such other Party, in which case the other Party may terminate this Agreement
without cost or penalty.
b. Effect of Termination. Should either Party terminate this Agreement as a
result of a Termination Event set forth in subsection a. above, then upon termination of
this Agreement, the Host Benefits shall terminate and Host shall cease using the Tour
Marks. In addition, should such termination result from termination notice given by Host
to TOM from occurrence of a Termination Event, TOM shall repay to Host all amounts
actually expended by Host in performing its obligations hereunder and for which
documentation is provided to TOM; provided, however that in no event shall TOM be
liable for amounts in excess of $10,000 in the aggregate. Should termination result from
termination notice given by TOM to Host from occurrence of a Termination Event, Host
shall repay to TOM all amounts actually expended by TOM in licensing to Host the right
to host the Host Stage, to provide the Host Benefits, and to relocate the site for the Host
Stage; provided, however, that in no event shall Host be liable for amounts in excess of
$10,000 in the aggregate.
C. Force Majeure. In the event that the Tour does not take place or is
rescheduled, in whole or in part, due to any Act of God or other event not reasonably
foreseeable by the Parties or beyond the control of the Parties which is generally
considered an event of force majeure, including without limitation, weather, fire, flood,
act of public enemy or terrorism, strike or labor dispute, governmental action or directive
(including withdrawal of state funding) -or local, regional or national day of mourning
("Force Majeure"), whether such event of Force Majeure has occurred in a community
through which the Tour course shall run or not, then TOM may discontinue provision of
the Host Benefits to and for the benefit of Host and Host need not continue to perform
those Host Obligations which remain unperformed as of the date of cancellation or
postponement. TOM shall determine whether the Tour is to be cancelled in whole or in
part or postponed due to a Force Majeure event. Should the Tour be cancelled in whole
or in part due to an event of Force Majeure, TOM shall have no further obligation,
financial or otherwise, to Host and Host shall have no further obligation to TOM in
connection with the Tour. In the event that the Tour is postponed in whole or in part due
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to an event of Force Majeure and TOM reschedules the Tour, TOM and Host shall
discuss in good faith the terms under which such rescheduling should occur.
d. Cancellation or Postponement of Tour for Reason Other than Force
Majeure. TOM shall have the sole and unfettered right to cancel or postpone the Tour or
any Host Stage. In the event TOM cancels the Host Stage for a reason other than Force
Majeure, TOM shall repay to Host all amounts actually expended by Host in performing
its obligations hereunder and for which documentation is provided to TOM; provided,
however that in no event shall TOM be liable for amounts in excess of $10,000 in the
aggregate. Upon providing notice of cancellation or postponement, TOM shall have no
further obligation to provide Host with any of the other Host Benefits as set forth in this
Agreement.
e. Survival of Certain Terms of the Agreement. The covenants,
acknowledgements, representations, agreements, and obligations contained in paragraphs
2(s), 8(a) (5), 8(b), 8(c), 9, 12(o), 12(p), and 12(r) of this Agreement shall survive the
expiration and/or termination of this Agreement.
7. Insurance.
a. TOM Inc. Provided Insurance. Throughout the Term of this Agreement
(including any extensions thereof), TOM Inc. shall provide and maintain, at its expense,
the following insurance policies, which shall protect the Host, the City of Cape
Girardeau, the LOC, the Host Parties (as defined in Section 9), TOM Inc, Medalist Sports
and the TOM Inc. Parties (as defined in Section 9) on a primary basis from any and all
Claims (as defined in Section 9) arising out of or in connection with the staging of the
Tour and the activities, operations, representations and warranties, rights, obligations and
duties of TOM 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, including 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 of the use, operation or maintenance of any vehicle (whether owned, non -
owned, leased, hired or borrowed) by TOM, with limits not less than $1,000,000
each accident combined single limit for bodily injury and property damage;
(3) Any other insurance necessary and appropriate for the staging of the
Tour and for covering TOM's activities, operations, representations and
warranties, rights, obligations and duties pursuant to this Agreement.
All such insurance to be maintained by TOM Inc. shall be (1) primary to and non-
contributory with any insurance maintained by Host, the City of Cape Girardeau, the
LOC, and the Host Parties, with respect to Claims arising out of TOM Inc.'s staging of
each Tour and the obligations of TOM Inc. pursuant to this Agreement; (2) shall protect
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Host, the City of Cape Girardeau, the LOC, and the Host Parties on a primary basis from
any and all Claims arising out of or in connection with the TOM's performance of its
obligations and exercise of its rights under this Agreement; (3) shall be written by
insurance companies with ratings of "A" or better in the latest edition of the A.M. Best
key rating guide; and (4) shall provide that coverage may not be materially changed,
reduced or cancelled unless thirty (30) days prior written notice thereof is furnished to
Host.
Policies (1) and (2) above shall be endorsed to name Host as an Additional Insured with
respect to the negligent acts or omissions of TOM Inc. and the TOM Inc. Parties.
b. Host Provided Insurance. Throughout the Term of this Agreement
(including any extensions thereof), Host shall provide and maintain, at its expense, the
following insurance policies which shall protect Host, TOM Inc, Medalist Sports and the
TOM Inc. Parties (as defined in Section 9) on a primary basis from any and all Claims (as
defined in Section 9) arising out of or in connection with 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, including coverage for
contractual liability, products -completed operations, personal and advertising
injury, premises damage legal liability, liquor liability (if applicable), property
damage and bodily injury liability (including death);
(2) Auto Liability & Physical Damage insurance covering Claims
arising out of the use, operation or maintenance of any vehicle (whether owned,
non -owned, leased, hired or borrowed) by Host, with limits not less than
$1,000,000 each accident combined single limit for bodily injury and property
damage;
(3) Workers' Compensation insurance covering Host's employees
with limits as required by statutory law, including Employer's Liability coverage
with limits not less than $1,000,000 each accident, $1,000,000 disease -each
employee and $1,000,000 disease -policy limit;
(4) Any other insurance necessary and appropriate for covering the
Host's activities, operations, representations and warranties, rights, obligations
and duties pursuant to this Agreement.
All such insurance to be maintained by Host shall be (1) primary to and non-contributory
with any insurance maintained by TOM Inc. and the TOM Inc. Parties; (2) shall protect
Host and the TOM Inc. Parties on a primary basis from any and all Claims arising out of
or in connection with the Host's performance of its obligations and exercise of its rights
under this Agreement; (3) shall be written by insurance companies with ratings of "A" or
better in the latest edition of the A.M. Best key rating guide (if applicable); and (4) shall
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provide that coverage may not be materially changed, reduced or cancelled unless thirty
(30) days prior written notice thereof is furnished to TOM Inc..
Policies (1) and (2) above shall be endorsed to name TOM and the TOM Parties as
Additional Insureds with respect to the negligent acts or omissions of Host and the Host
Parties.
At least 15 days prior to the Tour, each Party shall provide the other Party 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.
Furthermore, to the extent either Party uses affiliates, City, State or other governmental
agencies, contractors and/or sub -contractors ("Third Party Providers") to provide any of
the products, services or other support in connection with that Party's Obligations, that
Party shall ensure that such Third Party Providers maintain appropriate insurance
coverage and shall include the required clauses in their contracts as set forth in attached
Exhibit `B".
8. Licenses to Use Marks; Protection of Intellectual Property.
a. Tour Marks.
(1) Acknowledgements Regarding Tour Marks. TOM retains the
rights to sell title and presenting sponsorships in and to the Tour and, in such
event, to incorporate the name and/or marks of such title and/or presenting
sponsor into the Tour Marks or to develop new marks and logos for the Tour,
acknowledging such title and/or presenting sponsor's relationship with and
support for the Tour. Host acknowledges the foregoing and that the term "Tour
Marks" as used herein may also refer to the Tour Marks as such may be expanded
to include the name and/or marks of a title and/or presenting sponsor of the Tour.
Upon being advised by TOM and TOM of a change to the Tour Marks in the
event of a sale of title or presenting sponsorships, Host agrees to utilize the
updated Tour Marks with the name and/or marks of a title and/or presenting
sponsor, all as designated by TOM.
(2) License to Use Tour Marks. TOM hereby grants to Host a limited
non-exclusive license to use the name, logos, trademarks, service marks, designs,
product and service identification, artwork and other symbols and distinctive
indicia associated with the Tour and identified in Exhibit "E" (the "Tour Marks")
during the Term of this Agreement, in accordance with the terms of this
Agreement and the Tour Marks Guidelines defined below, solely at or in
connection with the site of the Host Stage, including the Host Stage Venue.
(Exhibit "D" is to be provided to Host within a reasonable time upon execution of
this Agreement). The foregoing license is subject to the right of TOM to review
and approve in advance all uses of the Tour Marks. Host shall have no right to
assign, license, or "pass-through" rights to use the Tour Marks to any other person
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or entity. In exercising this license to use the Tour Marks and in each and every
reference to the Tour, Host shall utilize the Tour Marks and the exact name of the
Tour designated by TOM, 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, without previously purchasing
from the Tour's official Merchandiser, All -Custom Apparel.
(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 TOM. Host agrees
that any and all goodwill and other rights that may be acquired by the use of the
Tour Marks by Host shall inure to the benefit of TOM.
(5) No Disparagement by Host. Host will not, at any time, disparage,
dilute or adversely affect the validity of the Tour Marks or take any action, or
otherwise suffer to be done any act or thing which may at any time, in any way
materially adversely affect any rights of TOM in or to the Tour Marks, or any
registrations thereof or which, directly or indirectly, may materially reduce the
value of the Tour Marks or detract from their reputation.
(6) Tour Marks Guidelines. Any use of the Tour Marks during the
Term shall be further subject to the conditions and limitations (collectively, the
"Tour Marks Guidelines") listed on Exhibit G, attached and incorporated herein
by reference.
b. Host Marks. Host hereby grants to TOM 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 "F" attached hereto (the "Host Marks") during the Term of this Agreement in
accordance with the terms of this Agreement, specifically to provide Host with the Host
Benefits. The foregoing license is subject to the right of Host to review and approve in
advance all such uses of the Host Marks. TOM shall have no right to assign, license or
"pass-through" rights to use the Host Marks to any party, except as necessary to fulfill its
obligations set forth in this Agreement. The Parties acknowledge and agree that, upon the
expiration or termination of the Term of the Agreement, TOM shall discontinue any use
of the Host Marks and TOM may continue to use the Tour Marks.
(1) License Does Not Extend to Merchandise. TOM shall not
manufacture or sell, or license the manufacture or sale of, any promotional or
other merchandise which bears the Host Marks, without previously obtaining
written approval from the Host.
12
(2) Acknowledgements Regarding Goodwill. TOM acknowledges the
great value of goodwill associated with the name of the City of Cape Girardeau
and the Host Marks. TOM acknowledges that the goodwill attached to the Host
Marks belongs exclusively to Host. TOM agrees that any and all goodwill and
other rights that may be acquired by the use of the Host Marks by TOM shall
inure to the benefit of Host.
(3) No Disparagement by TOM. TOM will not, at any time,
disparage, dilute or adversely affect the name of the City of Cape Girardeau or the
validity of the Host 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 Host in or to the Host Marks, or any registrations thereof or which,
directly or indirectly, may materially reduce the value of the Host Marks or
detract from their reputation.
(4) Host Marks Guidelines. Any use of the Host Marks during the
Term shall be further subject to the conditions and limitations (collectively, the
"Host Marks Guidelines") listed on Exhibit H, attached and incorporated herein
by reference.
C. Ownership of Intellectual Property.
(1) Subject to Sections 8a and b, above, each Party shall own all right,
title and interest in and to all intellectual property created by or on behalf of such
Party in connection with this Agreement, including without limitation, all logos,
names, ideas, concepts, creative materials, promotional materials, advertising,
graphics, including all copyrights and proprietary rights therein, and any
inventions and discoveries first conceived or developed, whether or not protected
by patent, trade secret or copyright, subject to the ownership rights of the other
Party to such other Party's trademarks to the extent that such are incorporated into
such intellectual property (the "Intellectual Property"). That Intellectual Property
created by or on behalf of Host is referred to as the "Host Intellectual Property"
and that Intellectual Property created on behalf of TOM is referred to as the
"TOM Intellectual Property."
(2) Notwithstanding the foregoing, the Parties acknowledge and agree
that the Tour Marks and the distinctive colors, concepts, indicia, and look
displayed by TOM throughout the Tour and by TOM in its regular business
operations and materials shall constitute TOM Intellectual Property and therefore
be owned by TOM. The Parties expressly agree that all copyrightable aspects of
the TOM Intellectual Property are to be considered "works made for hire" within
the meaning of the Copyright Act of 1976, as amended (the "Act"), of which
TOM is the "author" within the meaning of the Act. All such copyrightable
works, as well as all copies of such works in whatever medium fixed or
embodied, shall be owned exclusively by TOM as its creation and Host expressly
disclaims any interest in any of them. Host expressly acknowledges that it is not a
13
joint author and that the TOM Intellectual Property and all other work created by
TOM hereunder are not joint works under the Act.
(3) In the event (and to the extent) that any TOM Intellectual Property
or any part or element thereof is found as a matter of law not to be "work made
for hire" within the meaning of the Act, Host hereby conveys and assigns, and
promises from time to time at the request of TOM to assign, to TOM the sole and
exclusive right, title and interest in the ownership to all such TOM Intellectual
Property, and all copies of it, without further consideration, and agrees to
cooperate with TOM to register, and from time to time to enforce, all patents,
copyrights, and other rights and protections relating to the TOM Intellectual
Property in any and all countries. To that end, Host agrees to execute and deliver
all documents requested by TOM to evidence any assignment as well as otherwise
in connection therewith.
(4) Both Parties understand 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. Both Parties irrevocably waive
and agree never to assert any moral rights either Party may have in the Intellectual
Property of the other Party, even after any termination or expiration of this
Agreement.
(5) The Parties agree to affix appropriate copyright and trademark
notices as reasonably designated by the other, together with their own notices as
appropriate, on the TOM Intellectual Property to identify TOM as the owner of
the TOM Intellectual Property and Host as the owner of the Host Marks.
d. Protection of Intellectual Property.
(1) Each Party acknowledges that it has no right, title, or interest in the
other Party's Marks and that nothing in this Agreement shall be construed as an
assignment to either Party of any right, title or interest in the other Party's Marks,
except the licenses to use those Marks as provided in this Agreement.
(2) Each Party agrees that the other Party shall have the sole right to
determine whether any action should be taken to terminate unauthorized use of
that Party's Marks or to settle any proceeding brought by that Party to terminate
such unauthorized use. All proceeds from any enforcement action shall belong
exclusively to the Party owning the Mark.
(3) TOM and Host agree to cooperate with each other in the pursuit of
any proceeding or claim with respect to the use of either Party's Marks by the
other Party in accordance with the terms of this Agreement.
14
9. Indemnification.
a. By TOM. To the full extent permitted by law, TOM 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 Parties"), from and against any and all claims, demands,
damages, liabilities, lawsuits, losses or expenses, including without limitation, interest,
penalties, reasonable attorney's fees, and all amounts paid in the investigation, offense or
settlement of the foregoing (the "Claim" or "Claims") arising out of, based on or in any
other manner related to: (1) the breach of any representation, warranty, material covenant
or obligation of TOM under this Agreement; (2) any negligent act, negligent omission, or
willful conduct by TOM; (3) the products, services, and other deliverables provided by
TOM and its employees, volunteers, agents, representatives and contractors in carrying
out its obligations under this Agreement; (4) the exercise by TOM of its rights and
obligations under this Agreement, including but not limited to any merchandising,
ancillary events or sponsorships organized by TOM; (5) advertiser's liability or other
claim arising out of or in connection with the use by TOM of the Host Marks, including
but not limited to any claim based upon an allegation of sponsorship or guaranty by TOM
or Host; (6) any claim that the Tour Marks or other TOM Intellectual Property infringe
upon any patent, copyright, trademark, trade secret or any other right of a third party; and
(7) the failure or alleged failure by TOM to comply with all Laws relating to labor
relations, fair employment practices, safety and similar rules and regulations, including
without limitation, the requirement of the Occupational Safety and Health Act (OSHA) of
1970 and with all Equal Employment Opportunity (EEO) provisions as required by law,
regulation or executive order. Prior approval by Host of the use of the Host Marks or
other matters as to which Host approval is required under this Agreement shall not affect
Host's right to indemnification as to such usage. For purposes of this Indemnification
section, the term "TOM" shall be defined to expressly include TOM, and its employees,
agents or Third Party Providers, and anyone under TOM's direction and control for
whose acts TOM may be legally liable. The foregoing indemnification shall survive any
termination or the expiration of the term of this Agreement.
b. By Host. Without waiving any rights of sovereign immunity and to the
full extent permitted by law, Host shall indemnify, defend and hold harmless TOM, the
State of Missouri, Medalist Sports, LLC, the Tour and Tour Sponsors, and their
respective parent, subsidiary, and affiliated companies, and each of their respective
officers, directors, partners, trustees, shareholders, members, agents, employees,
volunteers and other representatives (collectively, the "TOM Inc. Parties"), from and
against any and all Claims arising out of, based on or in any other manner related to: (1)
the breach of any representation, warranty, material covenant or obligation of Host under
this Agreement; (2) any negligent act, omission or willful conduct by Host; (3) the
products, services, and other deliverables provided by Host and its employees,
volunteers, agents, representatives and contractors in carrying out its obligations under
this Agreement; (4) the exercise by Host of its rights and the Host Benefits under this
Agreement, including but not limited to any parking, food and beverage concessions,
ancillary events or local sponsorships organized by Host; (5) advertiser's liability or other
claim arising out of or in connection with the use by Host of the Tour Marks, including
15
but not limited to any claim based upon an allegation of sponsorship or guaranty by TOM
or Host; (6) a claim that the Host Marks infringe upon any patent, copyright, trademark,
trade secret or any other right of a third party; and (7) the failure or alleged failure by
Host to comply with all Laws relating to labor relations, fair employment practices,
safety and similar rules and regulations, including without limitation, the requirement of
the Occupational Safety and Health Act (OSHA) of 1970 and with all Equal Employment
Opportunity (EEO) provisions as required by law, regulation or executive order. Prior
approval by TOM of the use of the Tour Marks or other matters as to which TOM
approval is required under this Agreement shall not affect TOM's right to
indemnification as to such usage. For purposes of this Indemnification section, the term
"Host" shall be defined to expressly include City, its LOC, and their respective
employees, agents or Third Party Providers, and anyone under Host's direction and
control for whose acts the Host may be legally liable. The foregoing indemnification
shall survive any termination or the expiration of the term of this Agreement.
C. Procedure Regarding Indemnification. Each Party shall give the other
Party prompt written notice of any claim coming within the scope of any indemnity
expressly set forth in this Agreement. Upon written request of any indemnitee, the
indemnitor will assume offense of any such claim, action or proceeding. The indemnitee
shall cooperate with the indemnitor in the investigation, offense, and/or settlement of any
such claim. The indemnification obligations in this Section 9 of this Agreement shall
survive the expiration and/or termination of this Agreement.
d. Limitation on Indemnification. The liability of either Party arising from
this section 9 shall be limited solely to the extent of its insurance coverage as set forth in
Paragraph 7 above.
10. Limitation of Liability. Except as provided in Section 9 above, the liability of
either Party for any damage arising from the performance, nonperformance or malperformance
of this Agreement shall not exceed $10,000 in the aggregate. Neither Party shall be liable to the
other for any attorney's fees, interest, consequential damages, or punitive damages.
11. Representations and Warranties.
a. By TOM. TOM 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;
16
(3) Any materials created under the control, direction or supervision of
TOM shall be original, shall be owned by TOM, and shall not infringe any third
party copyright or trademark; and
(4) It will comply with all applicable laws, regulations and ordinances
pertaining to the promotion and conduct of the Tour.
(5) It will exercise its best efforts to ensure that TOM officials,
employees and other representatives and TOM officers, directors, employees,
volunteers, agents, representatives, and contracted parties promote and protect the
goodwill of the City of Cape Girardeau and the LOC and not engage in conduct
which is detrimental to the City of Cape Girardeau, the LOC, or their Sponsors.
b. By Host. Host represents and warrants that:
(1) It has the full right, power and legal authority to enter into and
fully perform this Agreement in accordance with its terms without violating the
rights of any other person, that there are no other agreements or commitments,
oral or written, that will interfere with its full performance hereunder and that it
will fully comply with all federal, state and local laws, rules and regulations
applicable to the day-to-day conduct of its business and to its obligations and
performances hereunder;
(2) Host owns or has the authority to grant to TOM a license to use the
Host Marks;
(3) The Host Marks do not infringe the trademarks or other proprietary
rights of any other person or entity;
(4) Any materials created under the control, direction or supervision of
Host shall be original, shall be owned by Host except as provided in paragraph 8
of this Agreement, and shall not infringe any third party copyright or trademark;
and
(5) It will exercise its best efforts to ensure that City officials,
employees and other representatives and Host officers, directors, employees,
volunteers, agents, representatives, and contracted parties promote and protect the
goodwill of the Tour and not engage in conduct which is detrimental to the Tour,
its Sponsors and TOM.
12. General.
a. Assignment. Neither Party may assign any rights or obligations under this
Agreement or this Agreement itself, in whole or in part, without the prior express written
consent of the other Party. Notwithstanding the foregoing, Host may retain the services of
subcontractors to discharge certain obligations under this Agreement.
17
b. Notices. Except as expressly provided to the contrary herein, any notice,
consent, report, documents, or other item to be given, delivered, furnished or received
hereunder shall be deemed given, delivered, furnished, and received when given in
writing and personally delivered to and received by an officer or designated employee of
the applicable Party, to seventy-two (72) hours after the same is deposited in the United
States mail, postage prepaid, registered or certified first class mail, return receipt
requested addressed as set forth below, or to such other address as either of the parties
shall advise the other in writing or sent by confirmed facsimile transmission:
If to Host:
City of Cape Girardeau
401 Independence, P.O. Box 617
Cape Girardeau, MO 63702-0617
Attn.: Heather D. Brooks
Assistant to City Manager
Cape Girardeau LOC
1267 N. Mount Auburn Road
Cape Girardeau, MO 63701
Attn.: Tracey Glenn
If to TOM:
TOUR OF MISSOURI, INC.
c/o Stacey Blomberg
121 State Capitol, Room 224
Jefferson City, Missouri 65101
Phone: (573) 751-4727
C. Entire Agreement; Modifications. This Agreement constitutes the entire
agreement of the Parties hereto pertaining to the subject matter hereof and supersedes all
prior agreements and understandings between the Parties with respect to the subject
matter hereof. This Agreement may not be modified, amended, supplemented, or
otherwise changed, except by a written document executed by an authorized
representative of each of the Parties hereto.
d. No Waiver of Rights and Breaches. No failure or delay of any Party in the
exercise of any right given to such Party hereunder shall constitute a waiver thereof, nor
shall any single or partial exercise of any such right preclude other or further exercise
thereof or of any other right. The waiver by a Party of any default of any other Party
hereunder shall not be deemed to be a waiver of any such subsequent default or other
default of any Party.
49.1
e. Captions. The section headings used in this Agreement are for
convenience of reference only and shall not affect the construction of any provision of
this Agreement.
f. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Parties hereto and their respective successors and permitted assigns.
g. Governing Law. This Agreement shall be deemed to be a contract made
under the laws of the State of Missouri and for all purposes governed by and construed in
accordance with the laws of the State of Missouri.
h. Construction of Agreement. Each Party acknowledges that it has
participated in the negotiation of this Agreement and that no provision of this Agreement
shall be construed against or interpreted to the disadvantage of any Party hereto by any
court or other governmental or judicial authority by reason of such Party having or
deemed to have structured, dictated, or drafted such provision.
i. Relationship of Parties. TOM and Host are independent contractors with
respect to each other. This Agreement shall neither be deemed nor construed to create a
joint venture or partnership between TOM and Host, nor shall this Agreement be deemed
or construed as making either Party the agent or representative of the other Party. Neither
Party shall have the authority to bind the other Party in any respect.
j. Joint and Several Liability of the City and the LOC. The City and the
LOC each acknowledge and agree that they shall be jointly and severally responsible for
each and every obligation under this Agreement and, therefore, that any liability for
breach of any obligation of Host hereunder shall constitute a joint and several obligation
of each of the City and the LOC.
k. Compliance with Law, Rules and Regulations. The Parties agree to
comply with all federal, state, and local laws, ordinances, orders, rules, and regulations
applicable to the performance of their respective obligations under this Agreement, both
now existing and as such may hereinafter be adopted.
1. Time of Essence. The Parties agree that time is of the essence in
performing obligations under this Agreement.
in. Exhibits. The documents attached hereto as exhibits are incorporated by
reference herein and made a part of this Agreement as if fully set forth herein.
n. Severability. The determination that any provision of this Agreement is
invalid or unenforceable shall not invalidate this Agreement, all of such provisions being
inserted conditionally upon their being considered legally valid, and this Agreement shall
be construed and performed in all respects as if such invalid or unenforceable
provision(s) were omitted.
o. Arbitration. The parties agree that any dispute between them arising out
of, based upon, or relating to this Agreement, shall be resolved exclusively by binding
19
arbitration conducted in accordance with the Commercial Rules then in effect of the
American Arbitration Association. Such arbitration shall be held within a 35 -mile radius
of Jefferson City, Missouri. 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 paragraph, either Party shall be permitted to seek equitable relief to prevent
the unauthorized use of that Party's Marks.
P. Exclusive Jurisdiction. The Parties agree that, subject to the provisions of
Section 12o. above, venue of any judicial action in connection with this Agreement shall
lie exclusively in the state or federal courts located in St. Louis City, Missouri. Host
accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any
related appellate courts and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement. Host further agrees that it irrevocably waives
any objection it may now have or hereafter have as to the jurisdiction or venue of any
such suit, action or proceeding brought in such court or that such court is an inconvenient
forum.
q. 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.
r. Confidentiality. Unless otherwise approved in writing by the Parties, each
Party shall keep the terms of this Agreement confidential and, unless required by law, no
Party shall disclose any of the specific terms or conditions of this Agreement to anyone
other than its legal or financial advisors. Host has advised TOM, however, that this
Agreement is an open record under the terms of the Missouri Sunshine Law.
S. 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.
t. No Third Party Beneficiaries. It is expressly understood that there are no
third party beneficiaries to this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement on their respective behalf, all as of the day and year
first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
WHICH MAY BE ENFORCED BY THE PARTIES.
20
TOM:
TOUR OF MISSOURI, INC.
By: ��
Name: 4e j, Wfl/
Title: �.�Cccvttrt ��,�.ctr
HOST:
City of
B
e: Scott A.
Title: City Mat
Cape Girardeau LOC
By:
Name: 1c G 1�_,hr►
Title:
Exhibits to the Agreement:
❑ Approved as to Form
W. unni gham, City Attorney
A:
Host Venue Requirements
B:
Required Clauses in Host Contracts
C:
Local Stage Sponsorship Benefits
D:
Tour Sponsor Categories
E:
Tour Marks
F:
Host Marks
G:
Tour Marks Guidelines
H:
Host Marks Guidelines
21
EXHIBIT A
HOST VENUE REQUIREMENTS
HOST VENUE REQUIREMENTS AND EXPECTATIONS
As a partner of the Tour of Missouri, host venues are asked to provide local support in
the following areas. The requirements are outlined per Stage Designation:
RACE OPERATIONS and CITY SERVICES
(ALL STAGES)
POLICE SERVICES - Local (City and/or County) police services and related costs are
the responsibility of the host venue. In coordination with Missouri State Highway Patrol
(MSHP), Missouri Department of Transportation (MODOT), as well as the Tour's motor
and road marshals and in conjunction with the LOC volunteer program, local police
provide for a safe road closure, which may include fixed -post positions, traffic control,
crowd control, enforcing no -parking zones and maintaining general public safety.
PUBLIC WORKS AND ROAD SERVICES - Local Public Works and Road Services and
costs are the responsibility of the host venue. These services are necessary to support
police efforts to ensure road closure and safety of the course. These services include:
Detours and detour equipment Barricades; Cones
Printing/posting of No Parking signs; Removal/restoration and street repair
PERMIT SERVICES - All fees associated with city permits and permit requirements for
the operation of the event are to be procured by the host venue on behalf of the Tour.
They include, but are not limited
❑ Parking - both on and off street
❑ Alcohol (beer/wine) — including possibility of public consumption
(contained)/sampling, as well as served in the Tour's official hospitality area.
❑ Road closures and use -closure and use of roads for setup and racing
(includes permits for construction of staging, tents, wiring and electrical, portable
generators, power equipment, and fork lift)
❑ Special and Ancillary Events - pre -event and race day
❑ Banners and Signs -hanging and display of pre -event, race day
advertising, and sponsor banners.
❑ Concession Sales - on-site concession stands and 10 individual peddlers
serving the spectators.
***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.
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.
Specific Portable Toilet Needs:
Start lines — (15) standard, (2) ADA's and (4) hand washing stations
(4) for teams in team parking, plus (1) hand washing station; (2) for catering next to prep
tent, plus (1) hand washing station; (3) for hospitality guests, plus (1) ADA, (1) hand
washing station
6 for the public, plus 1 ADA, and 1 hand washing stations
Finish lines — (30) standard, (4) ADA's, and (8) hand washing stations
(4) for teams in team parking, plus (1) hand washing station; (2) for catering next to prep
tent, plus (1) hand washing station; (2) for TV compound, plus (1) hand washing station;
(2) for announcers, awards, timing next to the announcers stage, plus (1) hand washing
station
(20) for the public, plus (4) ADA, and (4) hand washing stations to be spread among
finish line, festival, and circuit routes
Prologue, Time Trials, and Circuit races (start / finish line at the same location)
(40) standard, (5) ADA, and (9) hand washing stations; (4) for teams in team parking,
plus (1) hand washing station; (2) for catering next to prep tent, plus (1) hand washing
station; (2) for TV compound, plus (1) hand washing station
(2) for announcers, awards, timing next to the announcers stage, plus (1) hand washing
station
(30) for the public, plus (5) ADA, and (5) hand washing stations to be spread among
start line, finish line, festival, and circuit routes in groups. (6) standard, (1) ADA, and (1)
hand washing station at each location.
WASTE MANAGEMENT — Host cities will provide waste management/trash
removal services during 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:
Start lines
❑ 20 trash bins*
❑ 20 recycling bins**
❑ 20 yard roll off dumpster placed near team parking or catering
Finish lines
❑ 30 trash bins*
❑ 30 recycling bins**
❑ (2} 8 yard standing dumpsters placed in team parking
❑ (2) 30 yard roll off dumpsters placed near catering, and festival
Prologues, Time Trials, and Circuit races ( start / finish line at the same location )
❑ 40 trash bins*
❑ 40 recycling bins**
❑ (4) 8 yard standing dumpsters placed in team parking
❑ (4) 30 yard roll off dumpsters placed near catering (2), and festival (2)
* Trash bins can be cardboard event boxes or bins, accompanied with recycling
baskets. 96 gallon rolling containers are preferred if accompanied by a tipping truck.
** Recycling removal plan should supplement the trash placement
HOTELS, PARKING AND MEALS
(STAGE FINISH)
HOTEL ACCOMMODATIONS
ROOM BLOCKS —The host venue is required to provide accommodations for both the night
before the stage finish (Tour's finish advance staff) and the night of the stage finish (team and
staff main entourage).
The night before the stage finish the host venue is required to provide accommodations for 80
people, equating to 55 hotel rooms: 30 singles and 25 double/double room configuration. The
finish advance staff will arrive the evening before the finish and stay on night (check out on the
day of the stage finish).
The selected hotel will ideally be located close (walking distance) to the stage finish and offer
breakfast or be located near local breakfast restaurants.
The selected hotel should be clean, safe and reflect the image the city wants to project of its
resources.
ne night of the stage finish the host venue is required to provide accommodations for 510
people, equating to 335 rooms: 120 singles and 215 double/double configuration. The room
block must be filled by no more than three hotels located in close proximity to each other.
One hotel will be designated as the headquarter hotel and should have capacity for at least
150 rooms (majority double double configuration) and have banquet and parking facilities to
fulfill the team dinner/ breakfast requirement as well as the mechanic work area requirement
outlined below.
The selected hotels should be clean, safe and reflect the image the city wants to project of its
resources.
The Tour must approve all properties prior to contracting and has the right of refusal for any
properties
MEALS
TEAM DINNER MEAL — The host city will provide the dinner meal the night of the Stage
Finish, based upon menu specifications provided by the Tour's Operations director
(approximately 240 people). The dinner meal will be located at the Headquarter Hotel.
STAFF PER DIEM - Dinner per diem of $15 (per person) must be provided for staff of 410
people.
EAM BREAKFAST MEAL - The host city will provide a breakfast meal the morning after the
Stage Finish for athletes and team support personnel only (approximately 240 people). The
Tour's Operations Director will provide a specific menu for the team breakfast. The breakfast
meal will be served at the Headquarter Hotel.
MEDIA LUNCH - The host city will provide the tour with a lunch meal the day of the stage, for
the working media, approximately 50 people. The lunch meal should be located at the
designated Media Office
HEALTH AND WELLNESS EXPO
The host venue is required to support the tour with the Health and Wellness Festival EXPO by
assisting with the following:
—Allocation of a suitable area for the festival and parking for vendors
—Handle all festival permits and associated fees
—Provide electricity and waste management
AWARDS CEREMONY FLOWERS
- LOC will provide 8 floral bouquets to be used in the awards ceremony
Additional details regarding the Awards Ceremony and LOC Opportunities will be provided
during the planning process
4UXILIARY SPACES and EQUIPMENT
he host cities are responsible for providing the following auxiliary spaces within the 24 hours
leading up to the Stage Finish.
RACE OFFICE — Requires approximately 500 to 1,000 square feet and should be located at
the Headquarter Hotel. Must have power, phone line and wireless internet access.
MEDIA OFFICE — Requires approximately 1,000 square feet of space and must be El in close
proximity to the Headquarter Hotel and Finish line; one hundred (100) chairs; fifteen to
eighteen (15-18) 6'x30' skirted tables; eight to ten (8-10) 110V outlets; two (2) high speed
copier. Must have power, phone line, fax line and a minimum of (1-2) DSL lines.
PRESS CONFERENCE — Requires approximately 1,000 square feet; fifty (50) theatre style
chairs; three (3) 6 -foot skirted tables for dais; two -foot risers for dais; two (2) 11 OV outlets and
a sound system with seven microphones and mult-box.
MEDICAL OFFICE - Suite at the Headquarter Hotel or a meeting room at Headquarter Hotel
with a nearby bathroom.
COMMISSAIRES MEETING ROOM — Small, private conference room for approximately 8-10
people; close proximity to finish line. Will be utilized immediately FOLLOWING the race finish:
COPIER — Host Cities will provide the Tour with two (2) high-speed copiers, which collate and
staple. Copiers will be delivered and installed in the race office and media office. Copiers
should print a minimum of (30-50) pages per minute. El
PARKING REQUIREMENTS
TEAM PARKING AND MECHANICS WORK AREA — Requires a sizable portion of the
Headquarter Hotel parking lot with HIRED overnight security. Each team travels with a motor
coach, trailer and support vehicle, and additional space is needed for mechanics to work on
bikes. Must have access to water and power. (8) Parking spots per team/approximately 120
spots
TEAM PARKING AND STAGING AREA AT FINISH LINE — Requires parking for
approximately 70 vehicles in close proximity to the Finish line.
VIP PARKING — Requires parking for approximately 100 vehicles adjacent to the finish line
location. Host city must provide golf cart or comparable vehicle to transport any special needs
spectators.
STAFF PARKING — Requires parking for approximately 120 vehicles adjacent to the finish
line.
EXPO PARKING - Requires parking within close proximity of the ❑finish area for
approximately 50-75 vehicles for EXPO vendors.
CREW PARKING - Parking must be secured for the construction crews vehicles at the Stage
Finish location with room for larger vehicles (ie boxed trucks).
MEDIA PARKING - Parking for local and visiting media within close proximity of the Press
Workroom/Press Conference.
CREW SECURITY - Security must be provided for the build crew graveyard shifts and should
begin the evening prior to the event to watch over equipment and crews
LOCAL ORGANIZING COMMITTEE (LOC)
The host venue is required to form a Local Organizing Committee that best represents the
interests of the host venue and the Tour.
STRUCTURE — In order for the Tour of Missouri to be successful at the local and international
level, in terms of support, planning and execution in your community, the following
positions/responsibilities are required for your host venue's LOC. Each of the positions
outlined below will work directly in cooperation with their respective Tour counterpart — ongoing
dialogue between the Tour and the LOC is necessary and invaluable.
CANDIDATES FOR POSITIONS — The LOC should consist of individuals with good standing
in the community and good local relationships. Strong candidates should have strong
business knowledge specific to their assigned responsibilities. These individuals should also
be capable of taking on the time commitment required. Ideal candidates for positions include
convention and visitor bureau employees, chamber employees, city officials, park and
recreation officials, local business owners, cycling enthusiasts, etc.
To allow for the exchange of ideas and opportunities to partner on the local level, the Tour
requires that each LOC reserve a position on your Marketing/PR committees for a
representative from our Gold Level Tour sponsors to participate. The Tour will provide each
LOC with a key contact from those companies. All Gold Level and Presenting Sponsors
-hould be included in all local marketing and PR campaign materials.
MEETINGS — The LOC should meet on a regular basis to communicate planning and
execution updates. It is suggested to meet on a monthly basis and as the tour approaches
increase the meetings to bi-weekly.
MARKETING AND PUBLIC RELATIONS
Host venues play a key role in determining the success of the tour in their local venue. The
host venue is responsible for local marketing, promotions and public relations efforts. Below
are key areas of focus:
LOCAL OUTDOOR EXPOSURE — The Tour of Missouri should be a visible presence in the
host venue in the months leading up to the event. Host venues should evaluate all
opportunities for city decorations, pole banners, posters/displays in retail establishments,
welcome banners, and other signage. The Tour will provide each host city with a Welcome
Banner and logo graphics for usage.
ADVERTISING — Host venues should assist the Tour in developing and implementing local
advertising campaigns. The host venue should secure advertising and promotions with
newspapers (ads and special sections) television stations, radio stations, billboard companies,
and websites.
'UBLIC RELATIONS — Host venues should develop and implement a local public relations
plan for newspaper, television, radio and online. It is strongly encouraged to conduct local
press conferences and public relation promotions.
EDUCATIONAL HANDBOOK PROGRAM — The Tour of Missouri will create educational
handbooks for students in grades 4 to 6. The purpose of the program is to increase student's
awareness of cycling and to encourage them to ride a bicycle for exercise, recreation and
lifelong health. Host venues will be responsible for implementing the program with local
schools and distributing the handbooks.
HEALTH AND WELLNESS EXPO — The host venue is required to support the tour with the
Health and Wellness Expo by assisting with the following: Allocation of a suitable area for the
expo; Handle all expo permits and associated fees; Provide electricity and waste management;
parking for vendors.
PRINTING — Host venues should print local information on tour marketing collateral including
posters, flyers and banners.
EXHIBIT B
REQUIRED CLAUSES IN HOST CONTRACTS
Host agrees that, in each and every transaction that Host enters into with regard
to the Tour, the Host Stage, the ancillary events, or rights related to either the Tour, the
Host Stage, or the ancillary events, the following required clauses will be incorporated:
Commercial Identification Prohibition. Unless otherwise agreed in writing by TOM Inc.,
all parties contracting with or providing goods or services to Host in connection with the
Host Stage or the Tour and/or any ancillary events related thereto must agree that
neither they nor their affiliates, agents, representatives, employees, suppliers or
subcontractors shall commercially exploit in any manner the nature of their transaction
with goods and/or services provided to Host for the Host Stage or the Tour, including
without limitation: (1) by referring to the transaction or the goods or services, Host, the
Host Stage or the Tour and/or events , related thereto in any sales literature,
advertisements, letters, client lists, press releases, brochures or other written, audio or
visual materials; and (2) by using or allowing the use of the Tour Marks or any other
service mark, trademark, copyright or trade name now or which may hereafter be
owned or licensed to signify the Tour in connection with any service or product: or (3) by
otherwise disclosing their affiliation with Host or the Host Stage or the Tour and/or
events related thereto for a commercial purpose.
Clearances and Licenses. All parties contracting with or providing goods or services to
Host in connection with the Host Stage or the Tour or events which Host hosts or
associates with during the Host Stage and/or events related thereto must agree that
they are responsible for providing all clearances, licenses, permissions and consents
(including without limitation all music clearances, synchronization rights, union and guild
fees and the like) as may be necessary for the presentation of all such events, to the
extent permitted by TOM Inc., in any and all media and in any and all forms, whether
now known or hereafter developed.
Indemnification. Every party contracting with or providing goods or services to Host in
connection with the Host Stage or the Tour and/or events related thereto must agree to
indemnify, defend and hold harmless TOM Inc., the State of Missouri, the City of Cape
Girardeau, the LOC, Medalist Sports, LLC and Tour Sponsors, and their respective
parent, subsidiary, and affiliated companies and each of their respective shareholders,
members, trustees, partners, officers, directors, agents, volunteers, employees, and
other representatives (collectively, the "TOM Inc. Parties") from and against any claims,
demands, damages, liabilities, lawsuits, losses or expenses, including without limitation,
interest, penalties, reasonable attorney's fees, and all amounts paid in the investigation,
offense or settlement of any or all of the foregoing ("Claim" or "Claims") resulting from,
arising out of or in connection with the contracting parties' obligations to Host or the
provision of goods or services to Host.
Compliance with Law. Every party contracting with or providing goods or services to
Host in connection with the Host Stage or the Tour and/or events related thereto must
agree to comply with all laws, ordinances, orders, rules and regulations (state, federal,
municipal or promulgated by other agencies or bodies having or claiming jurisdiction)
applicable to the performance of such party's obligations to Host.
Exculpation Clause. Every party contracting with or providing goods or services to Host
in connection with the Host Stage or the Tour and/or events related thereto must agree
to look solely to the assets of Host for any recourse, and not those of TOM Inc. or the
TOM Inc. Parties.
Insurance. Every party contracting with or providing goods or services to Host in
connection with the Host Stage or the Tour and/or events related thereto must agree to
maintain, at no cost to TOM Inc. or the TOM Inc. Parties, appropriate insurance
coverage for claims arising out of the contracting party's operations, personnel,
products and services. All such insurance provided by each contracting party shall be
(1) primary to and non-contributory with any insurance maintained by Host, TOM Inc.
and the TOM Inc. Parties; (2) shall be written by insurance companies with ratings of "A"
or better in the latest edition of the A.M. Best key rating guide; and (3) shall provide that
coverage may not be materially changed, reduced, or cancelled unless thirty (30) days
prior written notice thereof is furnished to Host and TOM Inc. All liability policies shall
be endorsed to name Host, TOM Inc., and the TOM Inc. Parties as Additional Insureds,
and shall include a waiver of subrogation in favor of the Additional Insureds. Each
contracting party shall be solely responsible for the costs of all deductibles under such
policies and shall remain solely and fully liable for the full amount of any claims not
covered by insurance. Each contracting party shall provide Host and TOM Inc. with
certificates of insurance certifying that the appropriate insurance is in place and that the
policies have been properly endorsed to meet the insurance requirements as set forth
above.
EXHIBIT C
2009 LOCAL ORGANIZING COMMITTEE SPONSORSHIP STRATEGY
Cape Girardeau Tour of Missouri
Stage 2 Finish
September 8, 2009
Sponsorship Opportunities
Dear Corporate Sponsor,
Cape Girardeau is pleased to participate in the 2009 Tour of Missouri, North America's
premier cycling event. We are looking to our business community to help us make the
Cape Girardeau Stage finish the best of the entire race and showcase our beautiful area to a
national and international audience.
On Tuesday, September 8, a peloton of 120 elite cyclists will start in Ste. Genevieve and end
in Cape Girardeau for the Stage 2 finish. This is an open possibility for attracting regional
attention to our community of sponsors.
This past September, the second -annual Tour of Missouri professional cycling event and
rolling festivals pedaled across 600 miles, showcasing the diverse typography and
community culture of the State. Building upon the success of the inaugural event, the 2008
Tour of Missouri, was again one of the top-ranked cycling events in the world, adding an
additional day (now a 7 -day format) and garnering even more impressive statistics,
including over 434,000 spectators for the week (up from 368,000 +), a $29.8 million
economic impact for the State and its host communities and media impressions from
around the globe; including web hits from 145 countries. Over 100,000 estimated
visitors passed through the Health and Wellness Expo.
The Tour attracted high-value visitors. During the course of the seven-day event, the
average out-of-state visitor spent over $270 per day during their visit. And in planning
their trip, 77% of non -Missourians said the Tour of Missouri was reason they came to
spend time in Missouri. The Tour created a $29.8 million economic impact for the State
and its host communities in 2008.
We would like to invite you to join us in sponsoring this one -of -a -kind athletic event.
Please accept our invitation to join us as a local sponsor in 2009, as we welcome the
world's professional cycling community to Cape Girardeau, Missouri.
Respectfully Yours,
Bill Logan
Sponsorship Chair for the Local Organizing Committee
Tour of Missouri
(573) 579-6970
momol@brick.net
MUM NOW fBMHM12888TOFN8 MIU MBI
"Being a Midwestern guy (from Chicago), this is the perfect way to end the year,
with a major stage race on home soil. I had a ton of family and friends that came
down here. It's amazing how this event has grown in only two years. This has the
feeling of a top race in Europe. Plus, the racing was super hard. The day into Rolla
reminded me of a stage of the Tour de France. The racing was that tough. And,
everywhere we went, there were great crowds. We'd go through these towns that'd
say population 500 and there'd be like a couple thousand there. It's obviously
promoted well and the organization was top notch."
- Christian Vande Velde, Team Garmin Chipotle, USA, 2008 Tour of Missouri Champion and
fourth place finisher and top American at 2008 Tour de France
"I've really enjoyed this race. Racing in Americahas become increasingly
important. Being on an American team, this has become a big priority. The racing
was surprisingly difficult with a good mix of riders. The spirit of the race was
really cool. There were a lot of school kids on the sides of the roads or at the start
and finishes. Everyone was so enthusiastic. We don't get that everywhere we race.
It's nice to be appreciated. You can tell the race was promoted in quite a good way.
And, the organization is as good as it gets. We were treated quite nice."
- Mark Cavendish, Team Columbia, Britain, winner of three stages of 2008 Tour of Missouri and
four stages of Tour de France
Cape Girardeau Stage Finish Sponsorship
1 Sold 2 Avail. 2 4 10+
2 Avail. Avail. Avail. Avail.
SPONSOR i
$20,000
$10p000
$5,000
$2,500
$1,000
VIP Ride in Tour Caravan
V/
Participate in Official
Awards Presentation
V/
Logo on Welcome Banner
V/
Tickets to VIP Team Dinner
2
Booth at Race Finish
V/
V/
Tickets to VIP Tent
6
4
2
2
1
Finish Line Commercial
V/
IV/
Banner on Finish
Barricades
V/
V/
Map & Spectator Guide
Inclusion
Tour MO Website
V/
V/
PA Announcements
V/
V/
V/
Mention in Press Releases
V/
V/
Logo or Text on Official
Tour of Missouri Posters
Logo
Logo
Logo
Logo
Text
Ad in Chamber e -newsletter
V/
V/
Title sponsor of local
related events
V/
Volunteer Opportunities
V/
V/
V/
V/
Official Tour T -Shirts
20
10
5
2
1
*All sponsorships within a category may be purchased to
provide exclusivity with a category.
Gold Sponsor Package - Stage Finish
Available: 2
Cost: $20,000
SPONSOR LEVEL DESIGNATION
• Company or Product will be designated as an Oficial Gold Sponsor of the Cape Girardeau
stage of the Tour.
BROADCAST EXPOSURE
• FINISH LINE BIG SCREEN TV COMMERCIAL: Sponsor is entitled to two (2) complimentary
30 -second commercial on the 10'X 13' big screen television positioned at all finish line
venues. The big screen TV educates and builds excitement for spectators in the finish area
enabling them to witness the final 1.5 hours of live racing action.
ON SITE EXPOSURE
• PA ANNOUNCEMENTS: Sponsor will be acknowledged on a regular basis throughout the
event over the PA system.
• AWARD PRESENTERS: Sponsor will assist with the official awards presentation on the
main stage for the top winner of the Cape Girardeau stage.
• COURSE BANNERS: Sponsor banners will be placed along the finish line barricades.
ADDITIONAL PRINT EXPOSURE
• MAP AND SPECTATOR GUIDE: Sponsor will be mentioned in the Map and Spectator Guide,
which contains information and course details. The Map and Spectator Guide has a
minimum circulation 100,000 and is distributed through local organizing committees in
host cities/resorts, bicycle shops, cycling publications, and in the Race Magazine.
• PRE -RACE PRESS RELEASE & PRESS CONFERENCE: Sponsor will be featured/mentioned in
a local pre -race press release. The release will go to media personnel including TV, radio,
daily newspaper, trade business, and sports periodicals.
• Inclusion in the official Tour of Missouri Posters (amount TBD) and official Tour of Missouri
Newsletter (electronic distribution).
• Sponsor 'Thank You' on Official Tour of Missouri website venue pages.
• Sponsor logo will be printed on official Welcome Banner.
• One Free ad in the Cape Chamber e -Newsletter.
HOSPITALITY
• EVENT PARTICIPATION: Sponsor will receive one (1) VIP Car ride in the official Race Tour
Caravan in Stage 2 from Ste. Genevieve to Cape Girardeau.
• FINISH LINE HOSPITALITY: Sponsor will receive six (6) complimentary credentials for
access to all private hospitality areas located at finish line.
MISSOURI HEALTH and WELLNESS FESTIVAL AND EXPO
• EXPO BOOTH SPACE: Sponsor may set up 10'X 10' display booth for promotion, marketing,
and information distribution. Sponsor will receive 1 tented 10'x10' display space—includes
company ID sign, skirted 6 ft. table, two (2) chairs and wastebasket. Opportunity to sample
product, distribute coupons, conduct demonstrations, build client database and sell
products.
Silver Sponsor Package - Stage Finish
Available: 2
Cost $10,000
SPONSOR LEVEL DESIGNATION
• Company or Product will be designated as an Official Silver Sponsor of the Cape Girardeau
stage of the Tour.
BROADCAST EXPOSURE
• FINISH LINE BIG SCREEN TV COMMERCIAL: Sponsor is entitled to one (1) complimentary
30 -second commercial on the 10'X 13' big screen television positioned at all finish line
venues. The big screen TV educates and builds excitement for spectators in the finish area
enabling them to witness the final 1.5 hours of live racing action.
ON SITE EXPOSURE
• PA ANNOUNCEMENTS: Sponsor will be acknowledged on a regular basis throughout the
event over the PA system.
• COURSE BANNERS: Banners will be placed along the race route featuring sponsor's logo.
ADDITIONAL PRINT EXPOSURE
• MAP AND SPECTATOR GUIDE: Sponsor will be mentioned in the Map and Spectator Guide,
which contains information and course details. The Map and Spectator Guide has a
minimum circulation 100,000 and is distributed through local organizing committees in
host cities/resorts, bicycle shops, cycling publications, and in the Race Magazine.
• PRE -RACE PRESS RELEASE: Sponsor will be featured/mentioned in a local pre -race press
release. The release will go to media personnel including TV, radio, daily newspaper, trade
business, and sports periodicals.
• Company logo inclusion in the official Tour of Missouri Posters (amount TBD) and official
Tour of Missouri Newsletter (electronic distribution).
• Sponsor 'Thank You' on Official Tour of Missouri website venue pages.
• One Free ad in the Cape Chamber e -Newsletter.
HOSPITALITY
• FINISH LINE HOSPITALITY: Sponsor will receive 4 complimentary credentials for access to
all private hospitality areas located at finish line.
MISSOURI HEALTH and WELLNESS FESTIVAL AND EXPO
• EXPO BOOTH SPACE: Sponsor may set up 10'X 10' display booth for promotion, marketing,
and information distribution. Sponsor will receive 1 tented 10'x10' display space—includes
company ID sign, skirted 6 ft. table, two (2) chairs and wastebasket. Opportunity to sample
product, distribute coupons, conduct demonstrations, build client database and sell
products.
Bronze Sponsor Package - Stage Finish
Available: 2
Cost: $5,000
SPONSOR LEVEL DESIGNATION
• Company or Product will be designated as an Official Bronze Sponsor of the Cape Girardeau
stage of the Tour.
ON SITE EXPOSURE
PA ANNOUNCEMENTS: Sponsor will be acknowledged on a regular basis throughout the
event over the PA system.
ADDITIONAL PRINT EXPOSURE
• PRE -RACE PRESS RELEASE: Sponsor will be featured/mentioned in a local pre -race press
release. The release will go to media personnel including TV, radio, daily newspaper, trade
business, and sports periodicals.
• Company logo inclusion in the official Tour of Missouri Posters (amount TBD).
• One Free ad in the Cape Chamber e -Newsletter.
HOSPITALITY
• FINISH LINE HOSPITALITY: Sponsor will receive 2 complimentary credentials for access to
all private hospitality areas located at finish line.
ADDITIONAL EXPOSURE
• LOCAL RELATED EVENTS: Sponsor will be designated as Title Sponsor of local related
events and mentioned in related press release(s).
Suppler Sponsor Package - Stage Finish
Available: 4
Cosi $2,500
SPONSOR LEVEL DESIGNATION
• Company or Product will be designated as an Official Supplier Sponsor of the Cape
Girardeau stage of the Tour.
ADDITIONAL PRINT EXPOSURE
• Company logo inclusion in the official Tour of Missouri Posters (amount TBD).
• One Free ad in the Cape Chamber e -Newsletter.
HOSPITALITY
• FINISH LINE HOSPITALITY: Sponsor will receive 2 complimentary credentials for
access to all private hospitality areas located at finish line.
Provider Sponsor Package - Stage Finish
Available: 10+
Cosi $1,000
SPONSOR LEVEL DESIGNATION
Company or Product will be designated as an Official Provider Sponsor of the Cape
Girardeau stage of the Tour.
ADDITIONAL PRINT EXPOSURE
• Company name inclusion in the official Tour of Missouri Posters (amount TBD).
HOSPITALITY
• FINISH LINE HOSPITALITY: Sponsor will receive 1 complimentary credentials for
access to all private hospitality areas located at finish line.
CAPE GIRARDEAU TOUR OF MISSOURI
LOCAL ORGANIZING COMMITTEE
SPONSORSHIP PLEDGE FORM
Company Name:
Address:
Phone:
Fax:
Contact Name:
Email:
Website (URL):
Finish Sponsorship Level:
❑ $20,000
❑ $10,000
❑ $5,000
❑ $2,500
❑ $1,000
Total Amount Enclosed:
Signature:
❑ I am authorized to enter into this agreement on behalf of the company listed above.
Make checks payable to: Cape Girardeau Tour of Missouri LOC. Checks should be mailed to
the committee co-chair Tracey Glenn, 1267 N. Mt. Auburn Road, Cape Girardeau, MO 63701
Thank you for your contribution to the
Cape Girardeau Stage 2 Finish
of the 2009 Tour of Missouri!
EXHIBIT D
TOUR MARKS
EXHIBIT E
Intentionally Omitted
EXHIBIT F
HOST MARKS
EXHIBIT G
TOUR MARKS GUIDELINES
(a) The Tour Marks shall be used in accordance with the Tour of Missouri
Graphics Standards Manual, published by TOM Inc. from time to time;
(b) Host shall not use the Tour Marks in any manner that is misleading or that
reflects unfavorably upon the reputation of the Tour, TOM Inc., the State of Missouri, or
any competitor in the Tour or in any manner that is contrary to applicable laws and
regulations, including, without limitation, those relating to truth in advertising and fair
trade practices;
(c) Host shall not (i) permit any tradename or mark of a third party to appear
in conjunction with Host's materials that display any of the Tour Marks; or (ii) participate
with any third party in a promotion using the Tour Marks or permit the Tour Marks to be
used in a manner that could be reasonably interpreted as a promotion or endorsement
of a third party's products or services;
(d) Host shall not use the Tour Marks without the appropriate trademark or
copyright designation as required by TOM Inc.;
(e) Host acknowledges that its selection as a stage venue is not based upon
the results of any quality comparison between Host and any other municipality within
the State of Missouri and agrees that it shall not represent otherwise to any third party
or use the expressions "selected", "approved", "warranted", "preferred", or "consented
to" by TOM Inc., the State of Missouri, or the Tour, or any similar endorsement;
(f) Host shall not use the license granted under this Agreement in any
comparative advertising; and
(g) Host shall not, after the expiration or termination of this Agreement, use
any slogan or graphic device that was developed for use in conjunction with the Tour
Marks if such slogan or graphic device implies an ongoing association with the Tour.
EXHIBIT H
HOST MARKS GUIDELINES
(a) TOM shall not use the Host Marks in any manner that is misleading or that
reflects unfavorably upon the reputation of the City of Cape Girardeau or the LOC in any
manner that is contrary to applicable laws and regulations, including, without limitation,
those relating to truth in advertising and fair trade practices;
(b) TOM shall not (i) permit any tradename or mark of a third party to appear
in conjunction with TOM's materials that display any of the Host Marks; or (ii) participate
with any third party in a promotion using the Host Marks or permit the Host 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;
(c) TOM shall not use the Host Marks without the appropriate trademark or
copyright designation as required by Host;
(d) TOM acknowledges that its selection as an event provider is not based
upon the results of any quality comparison between TOM and any other event providers
and agrees that it shall not represent otherwise to any third party or use the expressions
"selected", "approved", "warranted", "preferred", or "consented to" by the City of Cape
Girardeau, the LOC, or the State of Missouri, or any similar endorsement;
(e) TOM shall not use the license granted under this Agreement in any
comparative advertising; and
(f) TOM 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 Host
Marks if such slogan or graphic device implies an ongoing association with the Host.