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2017-20 World Triathlon Corporation; City of Indian Wells - Host Venue AgreementIHONMAN70.3 IIOST VENUE AGREEMENT INDIAN WELLS & LA QUINTA (2018-2020) This Host Venue Agreement (this "Agreement") is made as of December I9 , 2017 (the "Effective Date") by and among WORLD TRIATHLON CORPORATION, a Florida corporation ("WTC"), CITY OF INDIAN WELLS, a California municipal corporation ("INDIAN Wf LI..S"), and CITY OF LA QUINTA, a California municipal corporation ("i..A QUINTA,," and together with INDIAN WELLS, individually referred to as a "Host" and collectively as the "Hosts"). WTC, INDIAN WELLS, and LA QUINTA are sometimes referred to herein individually as "Party" and collectively as "Parties." RECITALS A. WTC and its subsidiaries own and operate TRONMAN® 70.3® -branded triathlon events. B. With respect to the terms and conditions applicable within the jurisdiction of LA QUINTA, LA QUINTA here desires, and with respect to the terms and conditions applicable within the jurisdiction of INDIAN WELLS, INDIAN WELLS here desires to have WTC conduct, and WTC desires to conduct, an IRONMAN® 70.3® triathlon annually in and around the cities of Indian Wells and La Quinta (collectively, the "Venue"), subject to the terms of this Agreement. C. In consideration of WTC selecting the Venue as the site for the Events (as defined below), Hosts desire, subject to the terms of this Agreement, to provide the Hosts Support Services (as defined herein) and to make certain payments, and grant certain rights, to WTC. AGREEMENT The Parties agree as follows: 1. The Events. Subject to the terms of this Agreement: (a) Atrlliorizaliun; Ownership. Hosts authorize WTC to prepare and conduct an Event (as defined below) in and around the Venue during the years 2018, 2019, and 2020 (each, a "Race Year"). WTC is and will be the owner of each Event and nothing herein constitutes a license by WTC to Hosts or to any third party to establish or operate any Event or Race (as defined below), (b) Races. In each Race Year, WTC shall be responsible for operating, in and around the Venue, an IRONMAN' 70.3°x -branded endurance triathlon (comprising, subject to cancellation of any part thereof due to weather conditions or other reasons, a 1.2 -mile swim, 56 -mile bicycle ride, and 13.1 -mile run) including professional and age -group participant categories (the "Race") and performing certain administrative, operational, and sales and marketing functions related thereto (collectively, and together with the Race and any additional races added under Section 1(g1, an "Event"). HOST VENUE AGREEMENT- Page 2 of 25 • IRONiAN.70.3' (c) Name. The official name of the Event will be mutually agreed upon by the Parties, provided, however, that WTC may elect to add the name of a "title" sponsor and/or "presenting" sponsor to the official name of the Event (e.g., "[Title Sponsor] IRONMAN® 70.3® [Official Name], presented by [Presenting Sponsor]"). When referring to any Event, Hosts shall (and shall use reasonable efforts to cause relevant third parties to) at all times use such official name of the Event (including mention of the official title sponsor, if any, and the official presenting sponsor, if any). If the Parties are unable to agree on the official name of the Event within ninety (90) days of the Effective Date, this Agreement shall terminate with none of the Parties having any further obligations to perform hereunder; provided, however, that all of the Parties may mutually agree to extend the deadline for deciding the official name of the Event. If the official name of the Event includes the name of one Host, the official name must include the name of the other Host (i.e., the official name must have the words "City of Indian Wells" and "City of La Quinta" OR "Indian Wells" and "La Quinta"). (d) Race Dates. The Race each year of the Term will occur on the following applicable dates (each, a "Race Date"): (e) (i) Sunday, December 9, 2018 (ii) Sunday, December 15, 2019 (iii) Sunday, December 13, 2020 Event Changeq. WTC may in its reasonable discretion, in order to improve any Event, institute changes in the implementation or structure of such Event; Provided, however, that (i) with respect to any previously confirmed locations, venues, or dates within the jurisdiction of INDIAN WELLS, no material change may be made by WTC unless such material change is approved in writing by INDIAN WELLS and (ii) with respect to any previously confirmed locations, venues, or dates within the jurisdiction of LA QUINTA, no material change may be made by WTC unless such material change is approved in writing by LA QUINTA. (f) World Championship entries. With respect to certain eligible top finishers of the Race, WTC will award non -transferable qualifying slots for entiy in the applicable IRONMAN 70.3 World Championship ("Championship Slots"). The number of Championship Slots applicable to each Race will be determined by WTC in its sole discretion, and may change each year. (g) Additional [faces. WTC shall have the option to conduct, as part of any or all Events, a WTC-owned 5K Fun Run and/or a 5150TM, IRONKIDS® and/or IRON GIRL® triathlon, duathlon, or run contemporaneously (e.g., during the same weekend) with the Race. WTC may create additional, race -specific logos for any such additional races conducted, and such logos will be subject to the same restrictions applicable to the Event Logo (as defined in Exhibit C) under this Agreement. 2. Term nC Agreement. This Agreement is effective beginning on the Effective Date, and will continue in effect until the date that is thirty (30) days after the 2020 Event, unless this Agreement is sooner terminated in accordance with the terms of this Agreement (the "Term"). 3. Financial Matters. HOST VENUE AGREEMENT- Page 3 of 25 • 111ONIIAN.70r3" (a) Annual Payments 10 WIC. With respect to each Event, Hosts shall, under the terms of E:xhit,it A, pay WTC the amounts stated in Exhibit A (each, an "Annual Payment"). The Parties acknowledge that, as indicated in Exhibit R, certain portions of the Annual Payment will be provided by INDIAN WELLS (and not by LA QUINTA) and certain other portions of the Annual Payment will be provided by LA QUINTA (and not by INDIAN WELLS). (b) Sponsorship & EXPO Vendor Referrals: Revenue Share, (i) S'non.ror5hrp & Expo Vendor R terrors. Hosts shall not grant or sell sponsorships, official designations, Expo space, or any other rights at or in connection with the Event to any third parties. With respect to each Event, each Host shall have the right to refer to WTC reputable third -party Event -specific sponsors and Expo vendors (collectively, the "tiosts-Refertd Third -Party Sponsorship"), provided, however, that: (A) Hosts shall focus on referring sponsors/Expo vendors in non -endemic categories from local, statewide, and regional companies and organizations; (B) Hosts shall not refer sponsors/Expo vendors to WTC if such sponsors/Expo vendors sell products and/or services that fall within any of the categories set forth in Exhibit U (collectively, the "Restricted Sponsorship Categories"). If a Host refers a sponsor/Expo vendor that falls within any of the Restricted Sponsorship Categories then that Host shall not receive the Hosts Revenue Share (as defined below) with respect to such sponsor/Expo vendor. Due to occasional changes to the Restricted Sponsorship Categories, WTC reserves the right to update the Restricted Sponsorship Categories, at any time and from time to time. Upon a Host's request, WTC shall provide to Hosts the then -applicable list of Restricted Sponsorship Categories; (C) Hosts shall not communicate any Event sponsorship or Expo vendor opportunity to any potential sponsor or vendor unless such specific sponsor/Expo vendor has been pre -approved in writing by WTC; (D) WTC reserves the right, in WTC's sole and absolute discretion, to reject any proposed sponsorship, sponsor, or Expo vendor including, without ]imitation, those referred by a Host or both Hosts; and (E) Hosts shall use reasonable efforts to prevent third parties from purporting to be a sponsor or Expo vendor of the Event unless such party is a party to a Sponsorship and/or Expo Vendor Agreement (as defined below). Neither Host has the authority to legally bind WTC, and neither Host shall represent to any third party that Hosts have such authority. Any Hosts - Referred Third -Party Sponsorships will be valid only if in a written agreement signed by both WTC and the sponsor/Expo vendor party (a "Sorinsorsniidfor IExixo Vendor Agrcemenf"). HOST VENUE AGREEMENT- Page 4 of 25 • 1RDNIIAN.7a3' (ii) Hosts Revenue If, during the period between the Effective Date and the final Event,, WTC enters into a Sponsorship and/or Expo Vendor Agreement (specifically with respect to any Event) with a third -party sponsor or Expo vendor for a Hosts -Referred Third -Party Sponsorship where such sponsor or Expo vendor was referred to WTC by a Host and was pre -approved by WTC in accordance with this Agreement, WTC shall pay to that Host an amount equal to twenty percent (20%) of the Net Proceeds (as defined below) (such amount referred to as the "Moats Revenue Share"). (A) "Net Proceeds" means, net of applicable taxes, ninety percent (90%) of the total cash actually received and retained by WTC from the applicable Hosts -Referred Third -Party Sponsorship (it being acknowledged by the Parties that such reduction by ten percent (10%) is for purposes of covering WTC's expected costs to activate and implement the benefits for such Hosts -Referred Third -Party Sponsorship. (B) Ba.ved Ou/v on Crash Proceeds. For the avoidance of doubt: Net Proceeds (1) will be based only on such cash proceeds to WTC from sponsorship sales and Expo fees from the Hosts -Referred Third -Party Sponsorship.that are specific to the Event and (2) will not include the value of any in-kind contributions or budget -relieving or other services provided by the sponsor or any other party, except as may be approved in writing by WTC. (C) Origination. A Host will be deemed to have referred an Event -specific sponsor or Expo vendor to WTC if, in good faith, that Host provides such sponsor/Expo vendor's name and contact information to WTC in writing, and, prior to such notice to WTC by that Host, WTC is neither doing business nor has any contract with such sponsor/Expo vendor (or any of its subsidiaries or affiliates), nor communicated, during the then prior 36 - month period, with such sponsor/Expo vendor (or any of its subsidiaries or affiliates) regarding the possibility of doing business or entering into any contract with WTC (or any of its subsidiaries or affiliates). (D) Other Stents. For avoidance of doubt: Hosts have no right to receive the Hosts Revenue Share (or any other commission or fee) in connection with any event(s) (other than the Event), regardless of whether a Host or both Hosts referred to WTC a third -party sponsor/Expo vendor for such other event(s). (E) Joint Hams' Rek'i d Thinri-Pwti Sponsorship. hip.. If both Hosts jointly referred to WTC an Event -specific sponsor or Expo vendor, or if there is a bone -fide, good faith dispute over which Host may have referred to WTC an Event -specific sponsor or Expo vendor, as provided for in this Section 3(b), each Host shall split 50/50 the Hosts Revenue Share for that Event - specific sponsor or Expo vendor. Any dispute between the Hosts as to which Host referred an Event -specific sponsor or Expo vendor shall be resolved through binding arbitration pursuant to a mutually agreed upon procedure and arbitrator (such as being administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules), and such a dispute by itself, without any other material dispute HOST VENUE AGREEMENT- Page 5 of 25 • (c) IRONIIIAN.704 1 among the Parties under this Agreement at issue, shall not relieve or release the Hosts from performing their other respective obligations under this Agreement; it is expressly understood and agreed that, if there is such a dispute, WTC shall disburse to each Host a split 50/50 of the Hosts Revenue Share for that Event -specific sponsor or Expo vendor that is the subject of such dispute, and the Hosts shall separately resolve the dispute by binding arbitration pursuant to this paragraph. Entry Fetes.. Other Revenues. Except as may be otherwise expressly specified in this Agreement, WTC shall be entitled to receive and retain all Event/Race entry fees, and all other revenues and value in-kind in connection with the Events, including without limitation all revenues from merchandise sales, sponsorships, hospitality passes, VIP passes, exposition booth• sales, product licenses, television licenses, and photograph sales. (d) Costs. To the extent a Host does not timely provide any portion of the Hosts Support Services (as defined below), then, upon written request from WTC, that Host shall, within thirty (30) days after delivery of such notice to that Host, reimburse WTC to the extent WTC incurs, or will incur, any costs to obtain or provide any such Hosts Support Services not provided by that Host. Such right of reimbursement does not limit WTC's remedies with respect to that Host failing to provide any of the Hosts Support Services. (e) Non -Appropriation. With respect to the 2019 Event and the 2020 Event, if the legislative body of a Host fails to appropriate the funds necessary to pay any portion of any Annual Payment or for such Host to provide any of the Hosts Support Services (collectively, the "Financial Obligations") then, and solely with respect to the applicable Host, such Host shall be relieved of such Financial Obligations for the affected fiscal year, provided, however, that (i) if any funds are not appropriated in connection with the 2019 Event then such Host shall notify WTC by July 1, 2018, (ii) if any funds are not appropriated in connection with the 2020 Event then such Host shall notify WTC by July 1, 2019, and (iii) such non -appropriation of funds will not relieve such Host from its Financial Obligations (and any of its other obligations hereunder) to the extent that (A) such Host fails to provide WTC with timely notification of any such non -appropriation, (B) such Host has made an annual appropriation for any such specific purpose, (B) such performance does not require appropriation of funds, or (C) such Host has received any Hosts Revenue Share in connection with the applicable Event. 4. Certain ObIiiations or hosts. (a) 1 lasts Sunpori Services. Hosts shall timely provide to WTC (or, as the case may be, shall timely provide for WTC's benefit), the services, equipment, value in-kind, personnel, and other items set forth in Exhibit B (collectively, the "Hosts 'Super( Services") for each Event. The Parties acknowledge that, as indicated in Exhibit 8, certain of the Hosts Support Services will be provided by INDIAN WELLS (and not by LA QUINTA) and certain other of the Hosts Support Services will be provided by LA QUINTA (and not by INDIAN WELLS). Unless otherwise expressly agreed to in this Agreement, each Host shall provide the Hosts Support Services at that Host's own cost. Hosts Support Services may be modified from time to time by WTC in its reasonable discretion, provided that no such change (i) results in any additional cost or expense to either Host or (ii) require Hosts to do anything Hosts are not authorized, or does not have legal jurisdiction, to do or cause to be done. HOST VENUE AGREEMENT- Page 6 of 25 • 1RONI IAN.70.3 (b) Compliance with Law. In connection with each Event and Hosts' performance of its obligations under this Agreement, Hosts shall comply with all applicable laws, rules, and regulations. (c) Operational Aspects. In order to facilitate proper and timely planning, implementing, and conducting of each Event by WTC, each Host shall, and shall cause each of its representatives, agents, and contractors to, follow instructions, solely regarding Event - related operational or technical issues, from WTC or any third party designated by WTC, to the extent such WTC instructions are not inconsistent with any applicable law for either i -lost. Nothing in this Agreement does or may be deemed to limit or any of the police power, regulatory authority, or governmental oversight of either Host with respect to their respective jurisdictions. (d) intellectual Property of WTC. Except with respect to the Event Logo (the use of which by Hosts being subject to Section 10), Hosts shall not, without WTC's prior written consent, use any intellectual property rights of WTC, including without limitation the IRONMAN® mark and the design mark known as the "M -DOT." Hosts shall promptly inform WTC of any possible misuse or infringement by any person or entity of the Event Logo or any other intellectual property of WTC. (e) (1) Information Updates. A Host shall, upon request from WTC, promptly inform WTC as to the status of the performance of that Host's obligations hereunder, including without limitation the Hosts Support Services. Representations. Each Host covenants that each of the representations and warranties made by that Host in Section 9 will be true and complete at all times during the Term. 5. i'crtain ()h1it::rtiuns ur WTC. Subject to the terms of this Agreement, and with respect to each Event: (a) Operations, Equipment, and Personnel. Except to the extent required to be provided or obtained by either Host or both Hosts as part of the Hosts Support Services, or as may be otherwise required under this Agreement, WTC shall provide for (or cause to be provided) all Race -related equipment, supplies, personnel (including volunteers and a local Race Director), training of personnel (including volunteers), Race manuals/programs, Race course route determination and design, Race course set-up and tear -down, online and on- site athlete registration and check-in, welcome functions, award ceremonies, procurement of facilities, facility decoration, and all other technical and operational aspects of the Race. WTC may require that each Event use Race timing, registration, photography, or other services provided by WTC or any of its affiliates, designees, or service providers. (b) Expo. WTC shall provide for a multi -day vendor exposition at each Event (the "Expo"), which Expo may be referred to as the "IRONMAN Village" or other name chosen by WTC. At the Expo, WTC (or its designee) may sell official IRONMAN®-branded (or any other) merchandise and services, and, to the extent approved in writing by WTC, Event sponsors and other Expo vendors may sell or otherwise distribute other merchandise and services. Except as may otherwise be required by applicable law, Hosts shall not charge or assess any fee, tax, surcharge, or other cost to or on any vendor, contractor, or any other party in HOST VENUE AGREEMENT- Page 7 of 25 $ (c) IIIAM.7Q.3" i connection with the Expo, or any athlete 'entry fees. sponsorships, or any other aspect of the Event. Website: Media= Broadcasts. WTC shall provide and maintain the official website that markets the Event (the "Event Website"), including a live global streaming webcast of the Race. WTC shall retain the rights to all imagery and audiovisual works in connection with each Event, including but not limited to, television broadcast or cablecast (live or tape - delay), radio broadcast, Internet broadcast (audio or video), videotaping, filming, and photography, all of which, as between WTC and Hosts, is the sole property of WTC and will not be reproduced, remarketed, or otherwise distributed or publicly displayed by Hosts without the written permission of WTC. WTC may, in its sole discretion, grant or license any or all of these rights to third parties or to Hosts. (d) Complimentary Major Sponsorship Package for !lusts. (i) WTC shall provide INDIAN WELLS, as complimentary and at no additional cost to INDIAN WELLS above its portion of the Annual Payment, with a major sponsorship benefits package (for use solely by INDIAN WELLS) to include Expo booth space, the right to include signage (advertising only INDIAN WELLS) at certain locations along the Race course, placement of the INDIAN WELLS name and logo on all public Event -related printed, digital, and on-line/intetnet/website material produced by WTC, and placement of the INDIAN WELLS name and logo and banner advertisements. on the Event Website (collectively the "Indian Wells Sponsorship Benefits"). Notwithstanding the foregoing, the cost of any and all signage (e.g., including, without limitation, any barriers, boards, branding, etc.) required or necessary in connection with the Indian Wells Sponsorship Benefits, including without limitation any costs in connection with the design, production, and/or delivery thereof, are the sole responsibility of INDIAN WELLS. (ii) WTC shall provide LA QUINTA, as complimentary and at no additional cost to LA QUINTA above its portion of the Annual Payment, with a major sponsorship benefits package (for use solely by LA QUINTA) to include Expo booth space, the right to include signage (advertising only LA QUINTA) at certain locations along the Race course, placement of the LA QUINTA name and logo on all public Event - related printed, digital, and on-line/internet/website material produced by WTC, and placement of the LA QUINTA name and logo and banner advertisements on the Event Website (collectively the "La Quints Sponsorship Benefits"). Notwithstanding the foregoing, the cost of any and all signage (e.g., including, without limitation, any banners, boards, branding, etc.) required or necessary in connection with the La Quinta Sponsorship Benefits, including without limitation any costs in connection with the design, production, and/or delivery thereof, are the sole responsibility of LA QUINTA. (iii) All of the benefits granted by WTC to INDIAN WEI,LS as part of the Indian Wells Sponsorship Benefits shall be at least as favorable as the benefits granted by WTC to LA QUINTA as part of the- La Quinta Sponsorship Benefits, and all of the benefits granted by WTC to LA QUINTA as part of the La Quinta Sponsorship Benefits shall be at least as favorable as the benefits granted by WTC to INDIAN WELLS as part of the Indian Wells Sponsorship Benefits. HOST VENUE AGREEMENT- Page 8 of 25 • 1NONI1IN.7d.3 • (e) Complimentary VIP Hospitality Passes. WTC shall provide a total of forty (40) complimentary VIP/hospitality passes for each Event (twenty (20) passes for INDIAN WELLS and twenty (20) passes for LA QUINTA) for use by Hosts' employees and representatives, which passes grant access to certain selective benefits at the Event ("Hospitality Passes"). Subject to availability and WTC's prior approval, each Host will have the opportunity to purchase, at that Host's own cost, additional Hospitality Passes to the Event at a preferred sponsor rate. WTC reserves the right to deny the use by any specific individual(s) of any Hospitality Passes. (f) (g) Annual Donation. In connection with each Event, WTC shall donate a total of $15,000.00 (the "Annual Donation") to one or more local Coachella Valley, CA not-for-profit organizations. Notwithstanding the foregoing, the Parties acknowledge that if WTC obtains permission from the Foundation (as defined below) then WTC shall have the option to have all or part of the Annual Donation be made instead by The Ironman Foundation Inc., a Florida not-for-profit corporation (the "Foundation"). The Parties further acknowledge that if the Foundation so elects to make the Annual Donation then all terms and conditions (e.g., distribution allocation, recipients, etc.) of the Annual Donation, other than the continuing requirements to donate to local Coachella Valley, CA, not-for-profit organizations, shall be determined by the Foundation (and in the sole and absolute discretion of the Foundation's Board of Directors). The Parties further acknowledge that the Foundation is not owned or controlled by WTC. Liability Waivers by Athletes. WTC shall require every athlete registering (whether by online registration, on-site registration, or any other method of registration) for the Event to sign (or, if as part of online registration, to agree to electronically) a waiver document that states an assumption of risk by the athlete and waives, releases, and indemnifies each of WTC and both Hosts (among others) from and against liability from any and all claims relating to any Event. 6. Official Announcements; Promotions by Hosts. (a) 1 -costs Website. Hosts, on their respective websites, shall prominently advertise the Event and the fact that Hosts are hosting the Event, and at all times during the Term shall prominently display a link, on its website, to the Event Website. (b) Announcements, Hosts shall not make any public announcements of a marketing or promotional nature (whether in writing, orally, via the Internet, or otherwise) of any Event without the prior written consent of WTC in each instance (which consent shall not be unreasonably withheld), except that no such consent from WTC will be required to the extent such announcements are required of either Host or both Hosts as part of the Hosts Support Services (or otherwise required of Hosts under the terns of this Agreement), or that: (1) are entirely administrative in nature, such as announcements informing the public regarding operational logistics or public safety matters (e.g., road closures, Event dates, Venue access); (ii) include only information in the public domain; and (iii) are not for purposes of marketing or promotion. HOST VENUE AGREEMENT- Page 9 of 25 (c) Other Matters. Hosts shall not use the Event, any marketing opportunity related thereto or arising out of the Event, or the like, for any purpose other than to promote the Venue in a positive and universally appealing manner. Hosts shall not permit any political statements, political campaign propaganda, or the like to be made (or made available) at the Event, or otherwise to be associated (or purported to be associated), whether directly or indirectly, with the Event or the marketing thereof, it being recognized that each Host has the authority to appropriate and provide public funds from their respective jurisdictions to the Event pursuant to this Agreement. 7. Ambush Marketing. (a) "Ambush Marketing" means selling (e.g., including, but not limited to, sponsorship, merchandise, vendor space), advertising, or marketing, by any third party that is not a WTC-authorized sponsor, merchandiser, and/or vendor of the Event, where such selling, advertising, or marketing (i) is in connection with, or in proximity to, the Event, and (ii) has the effect of exploiting the goodwill of the Event and/or gaining market exposure by way of intrusive and/or associative marketing practices. (b) Hosts shall not cause, engage in, or permit any Ambush Marlceting, and, except to the extent Hosts are prohibited by law from doing so, Hosts shall use their best efforts, respectively, to prevent and stop Ambush Marketing at, near, or in connection with the Event, including without limitation by: (i) Causing its employees and agents to promptly report, to WTC and the proper Hosts' authorities, any marketing or activity reasonably appearing to be Ambush Marketing; (ii) Ensuring, prior to and during the Event, that the Event perimeter and any other key advertising locations under the Hosts' control do not carry any form of temporary advertising or promotional material relating to the Event, except as may be approved in writing by WTC (in WTC's sole discretion); (iii) Using, invoking, and applying Hosts' powers to protect all trademarks and copyrights associated with the Event; (iv) Preventing the distribution of product samples, premiums, promotional literature and other commercial and non-commercial materials within the established Event perimeter or adjacent to the Event site, except where expressly authorized by WTC; (v) Causing all signage and other physical items of Ambush Marketing to be taken down, moved, removed, and/or confiscated immediately by Hosts or, if applicable, law enforcement personnel; and (vi) Cooperating with WTC to prevent Ambush Marketing, as may reasonably be requested by WTC. 8. Exclusivity. HOST VENUE AGREEMENT- Page 10 of 25 • IIWNIAN.7o.3 (a) Use of Racecourse and Event -Related Areas. Notwithstanding anything to the contrary in this Agreement: During the period between (and including) the Monday preceding the Race Date until (and including) the Friday following the Race Date (collectively, the "Event Period"), the Hosts shall not produce, conduct, host, or permit any event (other than such Event) that takes place, in whole or in part, on any portion of the Race course or at any Event -related area; provided, however, that during the Event Period (excluding Race day) private functions and corporate events may take place but only if such events do not do or include any of the following: (i) include any endurance-, running-, road cycling-, or swimming -related race, competition or event; (ii) include any vendor exposition, tradeshow, and/or the selling of any merchandise and/or services; (iii) occur on the Race course or at any other area where any part of the Event is being conducted, or adversely affect the ingress or egress to or from any such areas; (iv) in any way jeopardize or adversely impact Event production or operations; (v) infringe on any WTC intellectual property rights; or (vi) include or constitute Ambush Marketing (as defined in Section 7(i.1) or otherwise promote themselves as purportedly being part of or in connection with the Event). (b) Advertising, Other Triathlon Companies or Long -Distance Triathlons. Except with respect to the Pre -Existing Triathlons (as such term is defined below), during the Term, Hosts shall not permit its website to display any marketing, promotion, advertisement, reference, or the like, of (i) any other triathlon event series or company, including but not limited to the hrternational Triathlon Union (ITU), Revolution3 Triathlon, Life Time Fitness Triathlon, Challenge Family Triathlon, (or any of their respective successors or assigns), (ii) any person, entity, or group (other than WTC or any subsidiary or licensee thereof) that operates, organizes, produces, or is otherwise involved in any triathlon having a distance longer than that of an "Olympic" distance triathlon (as such distance is defined by the International Triathlon Union), or (iii) any triathlon having a distance longer than that of an "Olympic" distance triathlon (as such distance is defined by the International Triathlon Union), unless such triathlon is owned or operated by WTC or any subsidiary or licensee of WTC. (c) Non -Competition. (i) Except with respect to the Pre -Existing Triathlons (as such term is defined below), during the Term and the twenty-eight (28) -month period thereafter, Hosts shall not produce, support, advertise, promote, conduct, host, permit, or contract or partner with any person or entity (other than WTC or a subsidiary thereof) for or in connection with, any other triathlon located, in whole or in part, within the Venue or anywhere within 75 miles of the Venue if such event features any race distance longer than that of an "Olympic" distance triathlon (as such distance is defined by the International Triathlon Union). (ii) As used herein the term "Pre-ExistingTriathlons" means, as of the Effective Date, the existing triathlon events produced in or around the Venue by HITS Triathlon Series. HOST VENUE AGREEMENT- Page 11 of 25 1110111161111.704. (d) Promoting Safety for Community Activities. Notwithstanding anything herein this Agreement to the contrary, WTC hereby acknowledges and agrees that nothing herein this Agreement limits or otherwise restricts Hosts from promoting safety in connection with community activities taking place in and around the Venue (including, without limitation, by sending out notifications and information to the public pertaining to sporting events of any type). 9. Representations and Warranties. Each Party represents and warrants that: (a) It has the full right and legal authority to enter into and fully perform this Agreement in accordance with the terms and conditions contained herein; (b) (c) This Agreement is a legal, valid, and binding obligation of such entity, enforceable against such entity in accordance with its terms; and Neither the execution, deliveiy, nor performance of this Agreement by it violates or will violate or cause a breach of any other agreements or obligations to which it is a party or to which it is bound, and no approval, consent, notice, or other action by or to any third party or any commission, board, or other governmental authority or agency (collectively, "Authorities") is required in connection with the execution, delivery, or performance of this Agreement (except, with respect to WTC, certain permits, approvals, consents, notices, and other actions by Authorities may be required in connection with performance by WTC of this Agreement). 10. Limited License to Use the Event Logo'. (a) Grant or Limited Rights. Subject to the terms of this Agreement, WTC hereby grants to Hosts the limited, non -assignable, non-sublicensable, non-exclusive license to use, during the Term, the Event Logo (as defined in Exhibit C) in all reasonable forms of advertising and marketing, but only to the extent related to promotion of the Events, and subject in each instance to WTC's prior written approval, which shall not be unreasonably withheld. All uses of the Event Logo by Hosts must comply with the Trademark Standards & Usage Guidelines set forth in Exhibit C. (b) N.o Use on Products. Hosts shall not use, and shall not authorize, license, or permit any third party to use, the Event Logo on or in connection with any products, merchandise, souvenirs, or other goods or services, in each instance unless pre -approved by WTC in writing. (c) OWnerShip; Goodwill. Hosts acknowledge that WTC is the owner of the Event Logo and Hosts shall not register, or apply to register, the Event Logo, any service mark, trademark, or domain name that is similar in any manner to, or that incorporates, the Event Logo, any of WTC's other trademarks or other intellectual property, or any mark with the word "IRON," or any equivalent term or phrase in any language. All goodwill and rights accruing or arising under the Event Logo, or in any copyrights or other intellectual property of WTC used in connection with this Agreement or any Event, enures solely to the benefit of WTC, 11, indemnification; General Limitation of Liability; Liquidated Damages. (a) Each Party shall indemnify, protect, defend and hold harmless the other Parties, its parent, subsidiaries, and affiliates, and each of their respective directors, officers, employees, contractors, volunteers, representatives, and agents, from and against any and all claims, HOST VENUE AGREEMENT- Page 12 (>1'25 4 IRQNMAN]o. liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments, and expenses, including without limitation, attorneys' fees, court costs, and other legal expenses, arising out of, directly or indirectly, or in connection with: (i) any breach or alleged breach of any provision of this Agreement by the other Parties or any representation or warranty made by the other Parties herein; (ii) any act or omission to act by the Party, or any of its employees, servants, or agents; (iii) any facilities, venues, or accommodations provided by or on behalf of such Party that violate any applicable laws (including, without limitation, the Americans with Disabilities Act); or (iv) any dangerous conditions on, or with respect to, any roads, facilities, venues, or accommodations controlled or maintained by such Party.# (b) This Section 11 will survive the expiration or termination of this Agreement for any reason. 12. Insurance. (a) Hosts Re urircnients. Hosts shall, throughout the Term, obtain and maintain its own comprehensive general liability insurance for each Event for, without limitation, any and all claims of bodily injury, death, property damage, and advertising liability, and any and all litigation, arbitration and settlement costs, related to any claims for or by any Party or Event participants, volunteers, referees, officials, scorekeepers, spectators, sponsors, and staff with a minimum combined single limit equal to but not less than five million U.S. dollars ($5,000,000.00) per occurrence for any one incident or accident (the "Hosts in$trrance Policy"). Hosts shall name WTC as an additional insured on the Hosts Insurance Policy. Notwithstanding the foregoing: The Parties hereby acknowledge that (i) LA QUINTA and INDIAN WELLS are members of the California JPIA, and (ii) Hosts may satisfy the Hosts Insurance Policy requirements set forth within this Section 12 by participation in a municipal self-insurance pool. (b) WTC' Requirements. During the Term, WTC shall obtain and continuously maintain, at its own expense, the following insurance policies in connection with each Event (collectively, the "WTC Insurance Policies"): (i) Workers Comperrsullon. A workers' compensation (or equivalent coverage) policy (a "Workers' Conn) Policy") in statutorily required limits and employers' liability, with minimum of $1,000,000 per accident or disease. Such policy shall include a waiver of subrogation endorsement in favor of Hosts. (ii) Comprehensive General Liability. Comprehensive general liability insurance (a "General Liability Policy") for each Event for, without limitation, any and all claims of bodily injury, death, property damage, and advertising liability, and any and all litigation, arbitration and settlement costs, related to any claims for or by any Party or Event participants, volunteers, referees, officials, scorekeepers, spectators, sponsors, and staff providing one million U.S. dollars ($1,000,000) per occurrence for any one incident or accident. Hosts must be named as an additional insured on the General Liability Policy. Further, such General IJability Policy shall apply on a primary basis irrespective of any other insurance available to the Hosts, whether collectible or riot and such that any insurance in the name of and/or for the benefit of Hosts will be excess and non-contributory. HOST VENUE AGREEMENT- Page 13 of 25 f• 1N1NNN.7O3` (iii) Commercial ✓lttlombile Liability. Automobile liability insurance (an "Auto Liability Polie"), covering owned, non -owned, leased or hired automobiles, with a minimum combined single limit of $1,000,000 for each accident. (iv) Umbrella Liability Policies. An umbrella and/or excess liability insurance policies (the "Umbrella Policies"), in excess of the Insurance Policies above (i.e., subsections (i) through (iii)), with minimum limits of $10,000,000 each occurrence and $10,000,000 general aggregate. For avoidance of doubt: the Umbrella Policies must follow form of the underlying Workers' Comp Policy, General Liability Policy, and Auto Liability Policy. (c) Mutual Reuuirecnents. Certificates evidencing the foregoing required Insurance Policies (as defined below) must be provided, upon request, to the other Parties. All insurance policies required herein must be issued by an admitted insurance carrier with an A.M. Best rating of A-, VII or better, No Insurance Policy shall contain a self-insured retention. No Insurance Policy shall contain a deductible in excess of $25,000 and any/all deductibles shall be the sole responsibility of the policy holder and shall not apply to the other Parties. The insurance requirements set forth above will in no way modify, reduce, or limit the indemnification herein this Agreement made by a Party. Receipt by any party of a certificate of insurance, endorsement, or policy of insurance which is more restrictive than the Insurance Policies set forth above shall not be construed as a waiver or modification of the insurance requirements above or an implied agreement to modify same, nor is any verbal agreement to modify same permissible or binding. The "Iicies" means, collectively, the Hosts Insurance Policy and the WTC Insurance Policies, as such terms are defined above. For the avoidance of doubt and notwithstanding the foregoing: WTC hereby acknowledges and agrees that Hosts may satisfy the Hosts Insurance Policy requirements set forth within this Section 12 by participating in a municipal self-insurance pool. 13. Termination. (a) Breach of Material Provision. (i) Breach By a 1 lost. If either Host breaches a material provision of this Agreement, WTC may terminate this Agreement upon thirty (30) days' written notice to the Hosts (which notice must include a description of such breach) if, during such thirty (30) day period following receipt of such notice, the breaching Host (i.e., the Host in breach) fails to cure such breach. (ii) Breach 13v WTC. if WTC breaches a material provision of this Agreement, either Host may terminate this Agreement upon thirty (30) days' written notice to the other Parties (which notice must include a description of such breach) if, during such thirty (30) day period following receipt of such notice, WTC fails to cure such breach. (b) Notwithstanding anything to the contrary herein, WTC may immediately terminate this Agreement; (i) at any time if WTC gives written notice to Hosts that WTC has determined, in its HOST VENUE AGREEMENT- Page 14 of 25 4 (c) 1Rolllli7O.3' . reasonable judgment, that an Event is unlikely to occur or be sufficiently profitable to WTC whether due to: (A) revocation or cancellation of, or failure to timely obtain, any of the Approvals & Permits (as defined in Exhibit B); (B) an insufficient number of paid entries or sponsorships received; or (C) any condition with respect to the Venue that could jeopardize the practicability of conducting the Race as planned, or that could create a safety risk for any Race participants or other Event visitors; (ii) if Hosts tile, or in good faith have filed against it, a petition in bankruptcy, or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law; or (iii) if Hosts engage in any Ambush Marketing. Notwithstanding anything to the contrary herein, either Host or both Hosts may immediately terminate this Agreement: (i) at any time if (A) with respect to any Event, WTC fails to comply with any material term or condition of any of the Approvals & Permits (as defined in Exhibit Q), (B) Hosts have provided WTC with prior written notice of such failure, including a complete description of such failure and how such failure can be cured; and (C) with respect to any Event following WTC's receipt of such notice, WTC fails to cure such failure; or (ii) if WTC files, or in good faith has filed against it, a petition in bankruptcy, or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law. (d) Effects ofTcrpittation; Survival. (i) Except to the extent otherwise expressly stated herein, expiration or termination of this Agreement for any reason will not relieve a Party from its obligation to perform under this Agreement to the extent such performance is due prior to the effective time of such termination. (ii) If this Agreement is terminated by WTC under the terms ofSection 1 3(a) such that WTC is not in breach, or Section I3(h)iii) or (iii), any unpaid Annual Payment amount owing from the Host in breach will be due and payable to WTC. If this Agreement is terminated by either Host or both Hosts under the terns of Section 13(c)(i) or (ii), WTC shall return to each Host its contribution of the Annual Payment for the Event for the year in which the Annual Payment was made. If this Agreement is terminated by WTC under the terms of Section 13(b)(i), WTC shall return to each Host its contribution of the Annual Payment for the Event for the year in which the Annual Payment was made. (iii) Each Party reserves all other rights and remedies hereunder and otherwise permitted by law that have accrued prior to the effective time of such expiration or termination. (iv) All rights and obligations under this Agreement that arose or accrued prior to HOST VENUE AGREEMENT- Page 15 of 25 1RO1111A11,TO.3" 1 termination or expiration of this Agreement, and that, by their nature, should survive any such termination or expiration, will survive any such termination or expiration, including without limitation the rights and obligations set forth in Sections 3, 8. 11, 15, 16_, 17, 18. 19.20, 21, 22, and 23, 14. Force Majeure. The Parties acknowledge that the goodwill inherent in the IRONMAN® 70.3® brand and the Event Logo arises and is maintained, in large part, by each and every IRONMAN® 70.3® event worldwide, including the Event, being conducted as scheduled. Notwithstanding anything herein to the contrary, the Parties acknowledge that Hosts' failure or inability to host and support the Event as scheduled, absent a Force Majeure Event (as defined below), will cause WTC irreparable harm, and that damages will be an insufficient and wholly inadequate remedy as a result of such a breach. In the event a Party is prevented from performing any of its obligations under this Agreement by reason of any event outside of such Party's control, including, without limitation, fire, weather, unsafe conditions, volcano, explosion, flood, landslide, epidemic, acts of nature, war, terrorism, or other hostilities, strike, civil commotion, domestic or foreign governmental acts, orders, or regulations (" •orce Majeure JVent"), then such obligations of such Party during the duration of such Force Majeure Event, and for a reasonable time thereafter, will be suspended. In the case of cancellation of an Event due to a Force Majeure Event, the Parties agree to negotiate a date to reschedule such Event if practicable. If such canceled Event cannot reasonably be rescheduled or relocated within the Venue, no Party shall be deemed to be in breach of this Agreement solely because of such cancellation. Neither any such cancellation, rescheduling, or relocation, nor the inability to reschedule or relocate, will, by itself, cause this Agreement to terminate. For purposes of this Agreement, neither the cancellation by WTC of any leg of the Race (e.g., the swim leg), nor the modification of the Race (e.g., distances, routes, etc.), will be deemed to be a cancellation of the Event. 15. Confidentiality. (a) During the Term and the 36 -month period thereafter, each Party (the "Receiving Party") shall, other than as provided herein, keep confidential and not use or disclose, directly or indirectly, any of the terms of this Agreement, any trade secrets, confidential, or proprietary information, or any other knowledge, information, documents, or materials, owned, developed, or possessed by the other Parties, whether in tangible or intangible form (collectively, "Confidential lnlbrmation"). (b) "Confidential Information" does not include any information that the Receiving Party conclusively establishes: (i) entered the public domain without Receiving Party's breach of any obligation owed to the disclosing Party; (ii) became known to the Receiving Party prior to the disclosing Party's disclosure of such information to such Receiving Party; (iii) is permitted to be disclosed by the prior written consent of the disclosing Party; (iv) became known to the Receiving Party from a source other than the disclosing Party, other than by breach of any obligation of confidentiality owed to the disclosing Party; or (v) was independently developed by the Receiving Party without breach of this Agreement. (c) The Receiving Party shall take all lawful measures to prevent the unauthorized use and disclosure of Confidential Information, and to prevent unauthorized persons or entities from obtaining or using Confidential Information. The Receiving Party shall refrain from directly or indirectly taking any action that would constitute or facilitate the unauthorized use or disclosure of Confidential Information. (d) The Receiving Party may disclose Confidential Information to its officers and employees to the extent necessary to enable the Receiving Party to perform its obligations hereunder, HOST VENUE AGREEMENT- Page 16 of 25 4 (e) but only if such officers and employees shall have entered into appropriate confidentiality agreements for secrecy and nonuse of Confidential Information which by its terms shall be enforceable by injunctive relief by the disclosing Party. The Receiving Party shall be liable for any unauthorized use and disclosure of Confidential Information by any of its officers or employees. The Receiving Party may disclose the terms of this Agreement to (i) its attorneys and other professional advisors who have a professional duty to the Receiving Party to keep confidential such information or (ii) a third party that has entered into a reasonably standard confidentiality agreement with the Receiving Party that prohibits such third party from disclosing such terms, where such third party requires to review this Agreement for purposes of evaluating a proposed (A) purchase by such third party of assets of or equity interests in the Receiving Party or (B) financing transaction involving the borrowing of funds or establishing a credit facility or other financing arrangement, in each case where Receiving Party would be the borrower or guarantor of such debt. (f) The Receiving Party may disclose Confidential hnformation (including, without limitation, this Agreement and any amendments thereto) to the extent necessary to enable the Receiving Party to comply with all applicable laws, regulations, court orders, or other legal processes including, without limitation, the Brown Act, the California Public Records Act, and the Freedom of Information Act (FOIA). (g) Nothing in this Agreement does or shall be construed as superseding any obligation of either Host under law, including but not limited to the California Public Records Act or any applicable administrative or judicial process or order, to disclose any information, produce any documents, or otherwise provide tangible instruments or materials in any medium whatsoever. 16. Assignment; Binding Effect. No rights or obligations under this Agreement may be assigned or delegated by a Party without the prior written consent of the other Parties. Any purported assignment or delegation in violation of this Section is void ab initio. All of the terms of this Agreement will apply to, be binding upon, and enure to the benefit of the Parties hereto, their successors, and permitted assigns. Subject to the immediately preceding sentence, no third party will have any rights or remedies under this Agreement. Each obligation hereunder is and/or shall be construed to be specifically the obligation of either INDIAN WELLS or LA QUINTA, each as a Host under this Agreement. None of the respective obligations of each Host under this Agreement shall be construed as joint and several obligations of INDIAN WELLS and LA QUINTA. 17. Relationship u€ the Parties. The Parties are acting herein solely as independent contractors. Nothing herein contained will create or be construed as creating a partnership, joint venture, or agency relationship between the Parties. Each Party acknowledges and agrees that it neither has nor will give the appearance or impression of having any legal authority to bind or commit the other Parties in any way. Each Party will be solely responsible for all wages, income taxes, worker's compensation, and any other requirements for all personnel it supplies in connection with this Agreement. 18. Jurisdiction ;Ind Dispute Resolution. (a) Governing Law. Notwithstanding the place where this Agreement may be executed by a Party, this Agreement and any claim, controversy, dispute or other matter arising hereunder or related hereto (whether by contract, tort or otherwise) shall be governed in accordance HOST VENUE AGREEMENT- Page 17 of 25 • 1110111 111111.70.3 with the laws of the State of California, without regard to the conflict of laws provisions thereof that would result in the application of the laws of any other jurisdiction. In any litigation arising out of or relating to this Agreement, the Parties agree that venue shall be solely in either the United States District Court, Central District of California, or a California state court located in Riverside County, California. (b) Enforcement. If a Party brings any action under this Agreement (including, without limitation, any challenge or appeal), the prevailing Party shall be entitled to recover from the other Parties reasonable attorneys' fees and costs (including, without limitation, the cost of such action). The Parties agree to authorize the court to determine both the entitlement and apportionment of such fees and costs. 19. Rights anti Remedies. Except as otherwise expressly set forth in this Agreement, the rights and remedies provided by this Agreement are given in addition to any other rights and remedies a Party may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative, and the use of any one right or remedy by a Party shall not preclude or waive its right to any or all other rights or remedies. 20. Notices. All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if emailed, hand delivered, or delivered by certified or registered mail or by overnight delivery service: If to Hosts: If to INDIAN WELLS: CITY OF INDIAN WELLS 44-950 Eldorado Drive Indian Wells, California 92210 Attention: Wade McKinney E-mail: wmekinney@indianwells.com (Or to such other address as INDIAN WELLS furnishes to WTC in writing in accordance with this Section) If to LA OUINTA: CITY OF LA QUINTA 78-495 Calle Tampico La Quinta, California 92253 Attention: Frank Spevacek, City Manager E-mail: fspevacek@la-quinta.org with copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attn: William H. Ihrke, Esq. HOST VENUE AGREEMENT- Page 18 of 25 IROMIJUAM.7O.3' E-mail: bihrke@rutan.com (Or to such other address as LA QUINTA furnishes to WTC in writing in accordance with this Section) If to WTC: WORLD TRIATHLON CORPORATION 3407 West lar. Martin Luther King Jr. Blvd, Suite 100, Tampa, Florida 33607 Attention: Chief Legal Officer E-mail: Legal@ironman.com (Or to such other address as WTC furnishes to Hosts in writing in accordance with this Section) 21. No Oral or Implied Waivers or Modifications. If a Party fails to enforce any of the provisions of this Agreement or any rights hereunder or fails to exercise any election provided in this Agreement, it will not be considered to be a waiver of those provisions, rights or elections or in any way affect the validity of this Agreement. The failure of a Party to exercise any of these provisions, rights or elections will not preclude or prejudice such Party from later enforcing or exercising the same or any other provisions, rights or elections which it may have under this Agreement. No waiver will be of any force or effect unless set forth in a writing signed by the Party whose right is being waived. Subject to the immediately preceding sentence, no modifications to this Agreement will be binding upon the Parties unless modified, amended, cancelled, renewed, or extended in a writing signed by both Parties. 22. Entire Agreement. This Agreement (including all exhibits hereto) sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and, with respect to such subject matter, supersedes all prior agreements, arrangements and understandings, written or oral, between the Parties. Except as may be expressly set forth herein, there are no promises, conditions, representations, understanding, interpretations or terns of any kind as conditions or inducement to the execution hereof or in effect between the Parties. 23. Interpretation. The section headings included in this Agreement are for convenience of reference only and will not affect or be utilized in construing or interpreting this Agreement. If any term, clause or provision hereof is held invalid or unenforceable by the arbitrator or a court of competent jurisdiction, such invalidity will not affect the validity or operation of any other term, clause or provision and such invalid term, clause, or provision will be deemed to be severed from this Agreement, provided that both the economic and legal substance of the transactions that this Agreement contemplates are not affected in a manner materially adverse to a Party. This Agreement may be executed in counterparts, each of which will be deemed an original binding document but all of which will constitute one and the same instrument. Neither this Agreement nor any provision herein will be construed in favor or against a Party based on which Party drafted this Agreement or such provision. The exchange of copies of this Agreement and of signature pages by facsimile transmission, by e-mail, in "portable document format" (PDF) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of any such means, constitutes effective execution and delivery of this Agreement as to .the Parties and may be used in lieu of an original Agreement or signature pages for all purposes. For the avoidance of doubt: signatures of the Parties transmitted by facsimile, email, or other electronic means will he deemed to he their original signatures for all purposes. • [ Signature page directlyfollows this page HOST VENUE AGREEMENT- Page 19 of 25 • IAON� s lAN,7O.3. The Parties have executed this Agreement to be effective as of the Effective Date, WTC: INDIAN WELLS: WORLD TRIATHLON CORPORATION CITY OF INDIAN WELLS , By: _ 1. 1 13y: 104!L Name: ANDREW MESSICK Name: WADE MCKINNEY Title: CHIEF EXECUTIVE OFFICER Title: CITY MANAGER ATTEST By: AN rl iRANDYS Cl'I'Y CLERK APPROVED AS TO FORM: SIGNED IN COUNTERPART By: STEPHEN DEITSCH CITY ATTORNEY LA ()UINTA: CITY OF LA QUINTA Digitally signed by Frank 5pevacek DN: serialNumber=3fffgcd7gnjs38w1, c=US, si=Califomia, I=La Quints, o=Franki. ��jj y Spevacek, cn=Frank Spevacek B y: _...Date 701Sa1A.h08A9:34-Off OD' Name: FRANK J, SPEVACEK Title: CITY MANAGER ATTEST By: SUSAN MAYSELS CITY CLERK APPROVED AS TO FORM: BY:GLh:w WILLIAM H, IHRKf CITY ATTORNEY [ Exhibits to this Agreement follow this page] Digilally signed by Susan Maysels DN: cn=Susan Maysels, o=City of La Quints, ou=Clerk's Office, email=smaysels@la- quinta org, c=US Date: 2018.01 09 08:12:10 -0800' HOST VENUE AGREEMENT- Page 19 of 25 1ROMIIAN.7O.3 The Parties have executed this Agreement to be effective as of the Effective Date. WTC: WORLD TRIATHLON CORPORATION By: i�'k) Name: ANDR EW MESSICK Title: CHIEF EXECUTIVE OFFICER INDIAN WELLS: CITY OF INDIIAN WELLS By: W011 61" V114 Name: WADE MCKINNEY Title: CITY MANAGER ATTEST By: I AN A RANDYS CITY CLERK APPROVED AS TO FORM: �..'c 4 By: STEPHEN'DEITSCH CITY ATTORNEY LA OUINTA: CITY OF LA QUINTA By: SIGNED IN COUNTERPART Name: FRANK J. SPEVACEK Title: CITY MANAGER ATTEST SIGNED IN COUNTERPART By: SUSAN MAYSELS CITY CLERK APPROVED AS TO FORM: BY: SIGNED IN COUNTERPART WILLIAM H. IHRKE CITY ATTORNEY [ Exhibits to this Agreement follow this page] • HOST VENUE AGREEMENT- Page 20 of 25 • 1111101111111111.70.3 EXHIBIT A Annual Payments; Wire Transfer Instructions Regarding the Event for Race Veal. 2018 2019 AnnuaI Payment to he aid by INDIAN W1].,115 to WTC $105,000.00 2020 $105,000.00 $105,000.00 Mina '.Ivino' Due (late September 30, 2018 September 30, 2019 September 30, 2020 Regarding the Event for Race Year Annual Payment to he paid by 1,A QUINT,4 to W'I'C Annual Payment Due Dale 2018 $75,000.00 September 30, 2018 2019 $75,000.00 2020 $75,000.00 September 30, 2019 September 30, 2020 Time is of the essence with respect to each such payment. All payments to WTC that are required or contemplated under this Agreement must be made in immediately available U.S. dollars via the following wire transfer instructions: HOST VENUE AGREEMENT- Page 21 of 25 • ■ IR©RIIIAM.7O.3 • EXHIBIT B Hosts Support Services With respect to each Event, and at no cost W WTC, Hosts shall, as the case may be, do, obtain, or provide (or cause to be done, obtained, or provided) the following: B-1. Atiiwov,a Is & Perm i rs. In accordance with any and all applicable laws, Hosts shall use best efforts to ensure that WTC timely receives all governmental, regulatory, and third -party approvals, permits, access rights, business licenses, consents, ordinance exemptions, commitments, and licenses necessary or useful in connection with performance by Hosts or WTC of this Agreement, including without limitation the conducting of the Event, the Race, and the Expo, closures of roadways, use of amplified sound and music by WTC in connection with the Event, and Hosts' provision of the Hosts Support Services (collectively, the "Approvals & Permits"). In accordance with any and all applicable laws, Hosts shall use best efforts to ensure that, 180 days prior to each Event, all Approvals & Permits with respect to the Event are obtained, and that all Approvals & Permits will remain in effect for and during the Event; in each case at no cost to WTC (e.g., no charges for site fees, access fees, rental fees, closure fees, licensee fees, application fees, environmental impact fees, permit fees, etc.). B-2. Lend Auency. (a) INDIAN WELLS shall serve as the "lead agency" to support those certain operational activities of the Events taking place within the jurisdiction of INDIAN WELLS, including but not limited to facility and venue acquisition, permitting, police and emergency services acquisition, parking/shuttle acquisition, communications acquisition, local accommodations, travel, volunteer recruitment, media, and public awareness. (b) LA QUINTA shall serve as the "lead agency" to support those certain operational activities of the Events taking place within the jurisdiction of LA QUINTA, including but not limited to facility and venue acquisition, permitting, police and emergency services acquisition, parking/shuttle acquisition, communications acquisition, local accommodations, travel, volunteer recruitment, media, and public awareness. B-3. Complimentary Access to Indian Wells Tennis Garden. For purposes of conducting each Event, INDIAN WELLS shall cover (or otherwise reimburse WTC for) the facility usage fee (such fee estimated to be $50,000 per Event) necessary to use the Indian Wells Tennis Garden during the two (2) weck period prior to the Race and for the four (4) day period following each Race. B-4. Complimentary Access to Lake Cahuilla Recreational Arca. For purposes of conducting each Event, INDIAN WELLS shall provide to WTC (or cause to be provided to WTC) sufficient access to the Lake Cahuilla Recreational Area for the five (5) day period prior to the Race and for the two (2) day period following each Race. INDIAN WELLS shall provide WTC with exclusive access to certain portions of the Lake Cahuilla Recreational Area, including without limitation, for the swim portion of each Race (i.e., a safe swim course with no boat or PWC traffic from 5:00 am to 9:30 am on the day of each Race). INDIAN WELLS shall ensure that there is adequate and safe ingress/egress for the swim portion of the Event (including, without limitation, suitable entrance and exit points for barefoot swimming). INDIAN WELLS will provide WTC with a clean water test report the day before each Event is to be held. HOST VENUE AGREEMENT- Page 22 of 25 • 1110111111111.704. B-5. Race Course Exclusivity: Course Conditions. Except with respect to any areas beyond its power or control, Hosts shall ensure that all public roads (excluding reasonable, controlled, and safe access for private homes and/or business), public waterways, and all other public spaces to be used for the Races are closed to the public during the Races (and fbr a reasonable period before and after each Race) and are made exclusively available to WTC during such periods (excluding reasonable, controlled, and safe access for private homes and businesses). WTC shall, at least ninety (90) days prior to each Event, provide written notice to Hosts of the Race routes within Venue limits (or portions thereof) that are not in good condition and, except with respect to any routes beyond its power or control, Hosts shall ensure that any such Race routes are properly repaired or maintained prior to any such Event. B-6. Official Hotels; Rebates. At least nine (9) months prior to each Event, Hosts shall deliver to WTC a list of hotels, resorts, and other places of lodging located in and/or nearby the Venue. Within a reasonable period following WTC's receipt of such list, Hosts and WTC shall discuss in good faith the "official" hotels, resorts, and other places of lodging for the Event, with priority given to hotels within the City of Indian Wells and City of La Quinta ("Official i lotcls"), provided, however, that in case of disagreement in such matters, WTC's final determination of the Official Hotels will control. Following the selection of Official Hotels, WTC and Hosts shall use reasonable efforts to promote the Official Hotels and to encourage Event athletes and spectators to book their stays at the Official Hotels. As between WTC and Hosts, WTC shall have the right to negotiate hotel room night rebates with each Official Hotel and WTC shall have the right to receive and retain all hotel rebate revenue from such Official Hotels (estimated to be $9 per room night), except to the extent that Hosts are due transient occupancy tax upon such rebate pursuant to the requirements of the municipal code of such city. * HOST VENUE AGREEMENT- Page 23 of 25 • EXHIBIT C 11111011111611.704• TRADEMARK STANDARDS & USAGE GUIDELINES: EVENT -SPECIFIC LOGO Sitmple Event Lugo Each Event will feature one or more IRONMAN® 70.3® -branded logos customized by WTC for such Event (each, an "Event Logo"). WTC will design, create, and provide each Event Logo. The following is an example of an event logo from a different event: WTC may elect to, from time to time, modify the Event Logo by adding the name of a "title" sponsor or "presenting" sponsor to such logo. inerautri. m3. kV-GEL-0NA General The Event Logo must be used consistently and not altered. Modifications, variations, and incorrect uses of any Event Logo dilute the IRONMAN® brand and create consumer confusion, and are therefore not permitted. You play a vital role in protecting the integrity of WTC's intellectual property, such as the Event Logo, Please familiarize yourself with the following TRADEMARK STANDARDS & USAGE GUIDELINES, which you are required to follow when using any Event Logo in connection with any Event. Pre-Anrrroval ui rein en! Without exception, all proposed uses of the Event Logo must be submitted to WTC for review PRIOR TO USAGE. All approval requests for use of any Event Logo must be submitted, along with a high resolution PDF image of the proposed use, to approvals@ironman.com for review by WTC. Please allow at least ten (101 business days for all approval requests to be answered. Any proposed use or item submitted that is not approved by WTC in writing within fifteen (15) days shall be deemed disapproved. Trademark Owuersbip &-Required Notice Each Event Logo is, and shall remain, the property of WTC. Any and all rights to, in, and under the Event Logo, or any copyright or other intellectual property of WTC, shall enure solely to the benefit of WTC. Notice must be given to the public that World Triathlon Corporation claims ownership of the Event Logo. Therefore, the following legal notice must clearly appear, in no smaller than 6 -point size typeface, on all of your printed materials, products, websites, and all other items on which any Event Logo is used: IRONMAN® and 70.3® are registered trademarks of World Triathlon Corporation. Used herein by permission. HOST VENUE AGREEMENT- Page 24 of25 (tier Requirements •INNNIAAN,74.3° Each use by Hosts of the Event Logo must: • Be solely and directly related to performing Hosts' obligations, or exercising their rights, under this Agreement; • Not be on any merchandise or services for sale or distribution (except to the extent expressly and specifically authorized by this Agreement or separate written agreement with WTC); • Not constitute or involve transfer or assignment of the License or sub -license of any Event Logo; and • Not have anything embedded in, added to, or superimposed on the Event Logo, or have any colors or color scheme different than that approved by WTC. Improper Uses of the Trademarks "IRONMAN'" and "IRONMAN® 70.3®" • • IRONMAN® must be a single word, never hyphenated, and never capitalized as "IronMan". • IRONMAN® and 70.3® must be two (2) separate words separated -by no more and no less than one (1) character space. • IRONMAN® is a brand name — an identifier of a specific source of goods and services. It is not an indicator of distance. "IRONMAN" must never be used as a standalone term or to denote distance. (e.g., never as "Ironman distance" or "Iron distance"). • IRONMAN® 70.3® is a brand name — an identifier of a specific source of goods and services. It is not an indicator of distance. "IRONMAN" must never be used as a standalone term or to denote distance. (e.g., never as "half ironman", "half ironman distance", or "half iron distance"). • 70.3® is a brand name — an identifier of a specific source of goods and services. It is not an indicator of distance. "70.3" must never be used as a standalone term to denote distance. (e.g., never as "70.3 miles") • IRONMAN® should never be abbreviated as "IM." • IRONMAN® 70.3® should never be abbreviated as "IM70.3." • Stand-alone references to "an IRONMAN" or "a 70.3" are unproper. Please add "triathlon" to such phrases (e.g., "an IRONMAN® 70.3® triathlon"). • Do not use "iron" (or any foreign translation thereof) as a prefix for, or component of, any words — whether displayed as one word (e.g., "ironwoman", "ironfamily", or "ironmate"), as two separate words (e.g., "iron woman", "iron family", or "iron mate"), or as a hyphenated word (e.g., "iron -woman", "iron -family", or "iron -mate"). (Exceptions include IRONMAN®, IRONKIDS®, and IRON GIRL®, all of which are trademarks owned by WTC.) HOST VENUE AGREEMENT- Page 25 of 25 • moNiuoaa3 EXHIBIT D RESTRICTED SPONSORSHIP CATEGORIES COMPRESSION APPAREL RACE REGISTRATION WETSUIT WATCH/TIMING SUNGLASSES GPS/FITBIT MEDALS ON -COURSE NUTRITION FOOTWEAR CHARITY ENERGY BAR RACE PHOTOGRAPHY ENERGY GEL SUNSCREEN ISOTONIC / SPORTS BEVERAGE INSOLES ENERGY DRINKS RECOVERY SANDAL RECOVERY BEVERAGE RECYCLING/GARBAGE/WASTE MANAGEMENT SUPPLEMENTS ONLINE TRAINING PLATFORM CELL PHONE CASE BEER HEADPHONES HOTEL r LIFESTYLE APPAREL TRAVEL PARTNER PERFORMANCE APPAREL Client#: 18607 WORLDEND 'I4CORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1/03/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Bouchard Insurance, Inc. 101 N Starcrest Dr. Clearwater, FL 33765 727 447-6481 ff)I ACT (N°NN C , Ext): 727 447-6481 1 No 727 449-1267 E-MAIL SS: cicerts@bouchardinsurance.com INSURER(S) AFFORDING COVERAGE NAIL # INSURER A : Philadelphia Indemnity Ina Co 18058 INSURED World Endurance Holdings Inc; World Triathlon Corporation; dba Ironman 3407 W Drive MLK Blvd, Suite 100 Tampa, FL 33607 INSURER B : Continental Casualty Company 20443 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INS( LTR A TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR f3FN't, AGGREGATE LIMIT APPLIES PER: 7 POLICY na n LOC A AUTOMOBILE LIABILITY x x ANY AUTO ALL OWNED AUTOS HIRED AUTOS x ADDLSUBR INSR_ WVD Y Y POLICY NUMBER PHPK1630346 SCHEDULED AUTOS NON -OWNED AUTOS Y Y PHPK1630346 X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE B DED X RETENTION $10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatary in NH) IF yes, describe under DESCRIPTION OF OPERATIONS below N N/A Y PHUB577758 6018545149 POLICY EFF POLICY EXP- IMM/DDIYYYY) (MM/DD/YYYY) 04/01/2017 04/01/2018 EACH OCCURRENCE LIMITS $1,000,000 PREMISES (EaEocccurrrence) MED EXP (Any one person) PERSONAL & ADV INJURY $100,000 $ 5,000 $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG s3,000,000 04/01/2017 04/01/2018 COMB1NEDSINGLEUMrr (Ea accident) $1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Par accident) $ 04/01/2017 04/01/2018( EACH OCCURRENCE AGGREGATE $20.000.000 $20,000.000 08/31/2017 08/31/2018 X WC STATU- TCRY I IAIITS OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE 01,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) ** Workers Comp Information ** Other States Coverage - Policy# 6018545149 Blanket Waiver of Subrogation except for states of KY, NH, NJ, WI. California Workers Comp - (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD #S790949/M751224 JESWI DESCRIPTIONS (Continued from Page 1) B 6018545152 Effective Date: 08/31/2017 Expiration Date: 08/31/2018 WC Each Accident Limit: $1,000,000 WC Policy Limit: $1,000,000 WC Each Employee Limit: $1,000,000 Certificate holder is additional insured as respects General Liability and Auto Liability only if required by written contract, and subject to the terms, conditions and limits as specified in the policy. Waiver of subrogation applies in favor of certificate holder as respects General Liability and Auto Liability only if required by written contract, and subject to the terms, conditions and limits as specified in the policy. Coverage is primary as respects to General Liability and non-contributory as subject to the terms, conditions and exclusions of your policy. SAGITTA 25.3 (2010/05) 2 of 2 #S790949/M751224 NAMED INSURED: World Endurance Holdings Inc; World POLICY NUMBER: PHPK1630346 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations Where required by Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. CG 20 10 07 04 B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a princi- pal as a part of the same project. 0 ISO Properties, Inc., 2004 Page 1 of 1 0 NAMED INSURED: World Endurance Holdings Inc; World POLICY NUMBER: PHPK1630346 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Where required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 0 NAMED INSURED: World Endurance Holdings Inc; World POLICY NUMBER: PHPK1630346 COMMERCIAL GENERAL LIABILITY CG 02 24 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 30 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CG 02 2410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 0 NAMED INSURED: World Endurance Holdings Inc; World POLICY NUMBER: PHPK1630346 COMMERCIAL GENERAL LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization where required by a written contract that was executed prior to the occurrence of a loss. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMER- CIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 ❑ CALIFORNIA FORM 700 PAIR POLITICAL PRACTICES COMMISSION A PUBLIC DOCUMENT Please type or pont in ink STATEMENT OF ECONOMIC INTERESTS COVER PAGE Date Initial Filing Received (,Meer f..r, (,,.y NAME OF FILER (LAST) (FIRST) Houston Sabrina (MIDDLE) Nicole 1. Office, Agency, or Court Agency Name (Do not use acronyms) IRONMAN Division, Board, Department, District, if applicable Your Position Race Director ► If filing for multiple positions, list below or on an attachment. (Do not use acronyms) Agency: Position. 2. Jurisdiction of Office (Check at least one box) ❑ State 0 Judge or Court Commissioner (Statewide Jurisdiction) ❑ Multi -County 0 County of ❑ City of ❑x Other 3. Type of Statement (Check at least one box) ❑ Annual; The period covered is January 1, 2016, through 0 Leaving Office: Date Left _J—J December 31, 2016. (Check one) -or- The period covered is _J --J through December 31, 2016. ❑ Assuming Office: Date assumed _1—J 0 The period covered is January 1, 2016, through the date of leaving office. •or - O The period covered is t_J through the date of leaving office. ❑ Candidate: Election year and office sought, if different than Part 1 4. Schedule Summary (must complete) ► Total number of pages including this cover page: Schedules attached ❑ Schedule A-1 - Investments – schedule attached ❑ Schedule A-2 - Investments – schedule attached ❑ Schedule B - Real Property – schedule attached -or- 0 None - No reportable interests on any schedule ❑ Schedule C - Income, Loans, & Business Positions – schedule attached ❑ Schedule D - Income – Gifts – schedule attached ❑ Schedule E • Income – Gifts – Travel Payments – schedule attached 5. Verification MAILING ADDRESS STREET (Busznass of Agency Address Recommended - Public Document) 3407 W. Martin Luther King Blvd STE 100 Tampa CITY STATE DP CODE FL 33607 DAYTIME TELEPHONE NUMBER ( 760 ) 703-1200 E MAIL ADDRESS sabrina.houston@ironman.com I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of Califomia that - oregoing is true and co Date Signed 01/05/2018 Signature (monlb day, year) (Rattle oripiieny sued stamen, OM your ruing olaaal.) FPPC Form 700 (2016/2017) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www.fppc.ca,gov taatist — GEM a/rheDESERT — MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Lisa Chaudhry, Administrative Technician DATE: January 3, 2018 RE: Host Venue Agreement between World Triathlon Corporation and cities Indian Wells and La Quinta Attached for your signature is the Host. Venue Agreement between World Triathlon Corporation and cities Indian Wells and La Quinta for three IRONMAN® 70.3 annual events to take place in 2018, 2019 and 2020. Please sign the attached agreement(s) and return to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: _X_ Contract payments will be charged to account number: 2018 event - $37,500 in 101-1007-60536 $37,500 in 101-3003-60149 2019 & 2020 events - $75,000 per year in 101-3003-60149 _X_ Amount of Agreement, Amendment, Change Order, etc.: $225,000 for 3 years ($75,00 per year) N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or reportable interests N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: _X_ Approved by the City Council on December 19. 2017 _X_ City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less. This expenditure is $ and authorized by contract approved by N/A Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: _X_ Insurance certificates as required by the agreement (approved by Risk Manager on N/A Performance bonds as required by the agreement (originals) X City of La Quinta Business License number LIC -765435 Exp. 1/31/2019 _X_ A requisition for a Purchase Order has been prepared (amounts over $5,000) date) Revised May 2017