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HomeMy WebLinkAboutResolution - 2021-R0161 - Host Venue Agreement for IRONMAN 70.3 4.27.2021Resolution No. 2021-R0161 Item No. 6.21 April 27, 2021 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Host Venue Agreement in connection with the IRONMAN 70.3 triathlon event, by and between the City of Lubbock and World Triathlon Corporation, a Florida corporation, and related documents. Said Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on ATTEST: — 0 1 d.'0'* , - �c Rebe a Garza, City Sec APPROVED AS TO CONTENT: W. Jarr Atkinson, City Manager April 27, 2021 0 DANIEL M. POPE, MAYOR APPROVED AS TO FORM: Mi c a e hite, i t istant City Attorney ccdocs/RES. Host Venue Agrmt- IRONMAN 70.3 April 6, 2021 �LiJB&*CK. May 27, 2020 Mr. Jarrett Atkinson City Manager City of Lubbock P. 0. Box 2000 Lubbock, Texas 79457 Dear Mr. Atkinson: On behalf of the Board of Directors of Market Lubbock, Inc., we would like to show our support for Lubbock to host the Buffalo Springs Lake Triathlon (BSLT). The Market Lubbock Board approved the Letter of Commitment to financially support the Buffalo Lakes Triathlon for 2021. Buffalo Spring Lake Triathlon is one of the last privately run Ironman events in the United States with 1,321 registered in 2014, which was their highest year, 2018 was their last year at Buffalo Springs Lake with 988 registered and 2019 in Lubbock had 1,305 registered for the event. Most importantly, this will be the first Ironman 70.3 held in 2020 and is expected to attract a larger registration count than previous years. This event is a qualifier for the World Triathlon in Kona, Hawaii. Lubbock is excited to host the Buffalo Spring Lake Triathlon and having the opportunity to showcase our City. The Market Lubbock Board of Directors voted to approve Letter of Commitment on May 27, 2020 for financial assistance to help host the Buffalo Springs Lake Triathlon for 2021 in the amount of $80,000 for the host fee for the 2021 event and provide approximately 85 room nights/year if event has a registered athlete count of at least 2,000 athletes.. Visit Lubbock, the City of Lubbock, BSLT and World Triathlon Corporation (WTQ will continue to work together to ensure participant and spectator safety for a successful event. Sincerely, I hn"CEO esi VisitLubbock.org • The Convention & Visitors Bureau Wells Fargo Center - 1500 Broadway, 6th Floor • Lubbock, Texas 79401.806.747.5232.800.692.4035 • fax 806.747.1419 Resolution No. 2021-R0161 IROMMAMe7091 HOST VENUE AGREEMENT IRONMAN 70.30 Lubbock (2021-2025) This Host Venue Agreement (this "Agreement") is made as of April , 2021 (the "Effective Date") by and between WORLD TRIATHLON CORPORATION, a Florida corporation (")KTC") and the CITY OF LUBBOCK, a municipal corporation ("Host"). WTC and Host are sometimes referred to herein individually as "PgrV" and collectively as "Parties." RECITALS A. WTC and its subsidiaries own and operate IRONMAN 70.31-branded triathlon events. B. Host desires to have WTC conduct, and WTC desires to conduct, an IRONMAN 70.3 triathlon annually in and around Lubbock, Texas (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), Host desires, subject to the terms of this Agreement, to provide the Host Support Services (as defined herein) and to make certain payments, and grant certain rights, to WTC. AGREEMENT The Parties agree as follows: The Events. Subject to the terms of this Agreement: (a) Authorization, Ownership. Host authorizes WTC to prepare and conduct an Event (as defined below) in and around the Venue during the years 2021, 2022, 2023, 2024, and 2025 (each, a "Race Year"). WTC is and will be the owner of each Event and nothing herein constitutes a license by WTC to Host 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-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) (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(a), an "Event"). (c) Name. The official name of the Event will be IRONMAN® 70.3® Lubbock. 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® 70.30 Lubbock, presented by [Presenting Sponsor]"). When referring to any Event, Host shall (and shall use reasonable efforts to HOST VENUE AGREEMENT- Page 2 of 20 IRON AM.. OO 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). (d) Race Dates. The Race each year of the Term will occur on a mutually agreed upon date in May or June (each, a "Race Date"): (i) June 27, 2021 (ii) TBD 2022 (iii) TBD 2023 (iv) TBD 2024 (v) TBD 2025 (e) Event Changes. 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 no material change may be made to any previously confirmed location or venue(s) without the prior written consent of both Parties. (f) World Championship Entries. With respect to certain eligible top finishers of the Race, WTC will award non -transferable qualifying slots for entry 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 Races. 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 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. (h) Cancelled Event. For each Event cancelled by WTC, the Parties shall use good faith efforts to negotiate an extension of the Term to provide for an additional event to replace the cancelled Event. 2. Term of 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 2025 Event, unless this Agreement is sooner terminated, or otherwise extended, in accordance with the terms of this Agreement (the "Term"). 3. Financial Matters. (a) Annual Payments to WTC. With respect to each Event, Host shall, under the terms of Exhibit A. pay WTC the amounts stated in Exhibit A (each, an "Annual Pgy ent"), as may be modified in accordance with Section 14(b). (b) Sponsorship & Expo Vendor Referrals. Host 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. (c) Taxes. The Annual Payment(s) set forth in Exhibit A are exclusive of taxes or fees, which are the responsibility of Host. All taxes and fees (including without limitations any foreign HOST VENUE AGREEMENT- Page 3 of 20 IROMMAN.70*7 taxes and fees (e.g., sales tax, HST, VAT)) shall be borne by Host and shall be applied in accordance with the then applicable tax laws for each respective state, province, country, or otherwise. (d) Entry Fees; 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. (e) Costs. To the extent Host does not timely provide any portion of the Host Support Services (as defined below), then, upon written request from WTC, Host shall, within thirty (30) days after delivery of such notice to Host, reimburse WTC to the extent WTC incurs, or will incur, any costs to obtain or provide any such Host Support Services not provided by Host. Such right of reimbursement does not limit WTC's remedies with respect to Host failing to provide any of the Host Support Services. (f) Costs of Additional Security Measures. Should local and/or governmental authorities determine that enhanced security measures are necessary and must be implemented surrounding the Event, and should such measures have additional costs associated with them, the Parties will work together to discuss a reasonable and appropriate allocation of expenses to cover such costs. 4. Certain Obligations of Host. (a) Host Support Services. Host 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 "Host Support Services") for each Event. Unless otherwise expressly agreed to in this Agreement, Host shall provide the Host Support Services at Host's own cost. Host Support Services may be modified from time to time by WTC in its reasonable discretion, provided that no such change (i) results in any material additional cost or expense to Host or (ii) requires Host to do anything Host is not authorized, or does not have legal jurisdiction, to do or cause to be done. (b) Compliance with Law. In connection with each Event and Host's performance of its obligations under this Agreement, Host 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, 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. (d) Intellectual Property of WTC. Except with respect to the Event Logo (the use of which by Host being subject to Section 10), Host shall not, without WTC's prior written consent, use any intellectual property rights of WTC, including without limitation the Ironman®, 70.3 R, Iron Girl®, IRONKIDS®, Velothono, Cape Epic, 5150k, and Rock `n' Rollo marks and names, the "M-Dot" logo, and the "K-Dot" logo. Host 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. HOST VENUE AGREEMENT- Page 4 of 20 INSHAAK704 (e) Information Updates. Host shall, upon request from WTC, promptly inform WTC as to the status of the performance of Host's obligations hereunder, including without limitation regarding the Host Support Services. (f) Representations. Host covenants that each of the representations and warranties made by Host in Section 9 will be true and complete at all times during the Term. 5. Certain Obligations of WTC. Subject to the terms of this Agreement, and with respect to each Event: (a) Operations, E uipment, and Personnel. Except to the extent required to be provided or obtained by Host as part of the Host 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, Host shall not charge or assess any fee, tax, surcharge, or other cost to or on any vendor, contractor, or any other party in connection with the Expo, or any athlete entry fees, sponsorships, or any other aspect of the Event. (c) 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 Host, is the sole property of WTC and will not be reproduced, remarketed, or otherwise distributed or publicly displayed by Host 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 Host. (d) Complimentaa Sponsorship Package for Host. WTC shall provide Host with a sponsorship benefits package (for use solely by Host) to include Expo booth space, signage (advertising only the Host) at certain locations along the Race course, placement of Host's logo on all public Event -related printed material produced by WTC, and placement of Host's logo and Host's banner advertisements on the Event Website. (e) Complimentary VIP Hospitality Passes. WTC shall provide a total of fifteen (15) complimentary VIP/hospitality passes for each Event for use by Host's employees and representatives, which passes grant access to certain selective benefits at the Event HOST VENUE AGREEMENT- Page 5 of 20 INONAAK70.1 ("Hospitality Passes"). Subject to availability and WTC's prior approval, Host will have the opportunity to purchase, at Host's 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) Complimentary Race Entries. WTC shall provide a total of five (5) complimentary Race entries for each Event (i.e., to participate as an age -group athlete in such races) for use subject to the terms below (collectively, the "Entries"). The Entries must be for Host's internal use only, such as awards in employee contests, competitions, etc. Host shall not provide any of the Entries to individuals who are not employees or representatives of Host. The Entries cannot, without WTC's prior written approval, be advertised or marketed as a "gift with purchase" or otherwise offered for sale. Host shall not hold itself out, represent, or imply, to any recipient (each, an "Athlete") of any of the Entries, or to any other third party, that Host represents or is an agent of WTC. Host shall provide to WTC the name and email address for each Athlete at least sixty (60) days prior to the applicable race, and inform the Athletes (and anyone else to whom any Entries are offered) of the following requirements: (i) No Entry may be sold, assigned, or otherwise transferred by any Athlete (or by anyone else after distribution by Host); (ii) WTC will email online registration instructions to the Athletes; (iii) Each Entry is for only the specific race, in the designated year, and cannot be used for any other race, or deferred for Entry in such race in a later year; and (iv) Athletes must register online with WTC no later than forty-five (45) days prior to the applicable Race or else the Entry will be null and void, without any refund right or any other right to compensation or reimbursement. 6. Official Announcements; Promotions by Host. (a) Host Website. Host, on its website, shall prominently advertise the Event and the fact that Host is hosting the Event, and at all times during the Term shall prominently display a link, on its website, to the Event Website. (b) Announcements. Host 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 will not be unreasonably withheld), except that no such consent will be required to the extent such announcements are required of Host as part of the Host Support Services (or otherwise required of Host under the terms of this Agreement), or that: (i) 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. (c) Other Matters. Host 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 HOST VENUE AGREEMENT- Page 6 of 20 IRONI�lAIiL70:3 positive and universally appealing manner. To the extent Host is not prohibited by law from doing so, Host 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. 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, or (ii) otherwise 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) Host shall not cause, engage in, or permit any Ambush Marketing, and, except to the extent Host is prohibited by law from doing so, Host shall 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 Host 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 Host's 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 Host's 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 Host or, if applicable, law enforcement personnel; and (vi) Cooperating with WTC to prevent Ambush Marketing, as may reasonably be requested by WTC. Exclusivity. (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'), Host 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- HOST VENUE AGREEMENT- Page 7 of 20 1MR- JANYOZ 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(a)) or otherwise promote themselves as purportedly being part of or in connection with the Event). (b) Advertising Other Triathlon, Running_& Cycling Companies or Long -Distance Triathlons, Marathons, & Cycling Races. During the Term, Host 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 International Triathlon Union (ITU), Revolution3 Triathlon, Life Time Fitness Triathlon, Challenge Family Triathlon, and HITS 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), (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, or (iv) any other endurance series or events, including but not limited to any running series or company and any cycling series or company. (c) Non -Competition. During the Term and the eighteenth (18)-month period thereafter, Host 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 or cycling event 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) or 60k cycling event. Notwithstanding the foregoing, WTC acknowledges and agrees that the Mayor's Marathon and any Gran Fondo cycling race that takes place in, or goes through, Lubbock, Texas do not conflict with this clause and are exceptions to the non -competition restrictions stated above. 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) This Agreement is a legal, valid, and binding obligation of such entity, enforceable against such entity in accordance with its terms; and (c) Neither the execution, delivery, 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 HOST VENUE AGREEMENT- Page 8 of 20 190H IAK7a4 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 of Limited Rights. Subject to the terms of this Agreement, WTC hereby grants to Host 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 will not be unreasonably withheld. All uses of the Event Logo by Host must comply with the Trademark Standards & Usage Guidelines set forth in Exhibit C. (b) No Use on Products. Host 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. Host acknowledges that WTC is the owner of the Event Logo and Host 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. (a) To the extent permitted by law, each Party shall indemnify, protect, defend and hold harmless the other Party, its parent, subsidiaries, and affiliates, and each of their respective directors, officers, elected officials, employees, contractors, volunteers, representatives, and agents, from and against any and all claims, 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 Party or any representation or warranty made by the other Party herein; (ii) any act or omission to act by the other Party, or any of its employees, servants, elected officials, 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. Each Party shall, throughout the Term, obtain and maintain its own comprehensive general liability insurance for each Event from a reputable insurance company for, without limitation, any and all claims of bodily injury, death, property damage, and advertising liability, and any and all litigation, 1 Ili?/ 111"; 1 Ih 01.9_') 4Q)4,, HOST VENUE AGREEMENT- Page 9 of 20 IRONAAM. OZ arbitration and settlement costs, related to any claims for or by any Event participants, volunteers, referees, officials, scorekeepers, spectators, sponsors, and staff with a minimum combined single limit equal to but not less than two million U.S. dollars ($2,000,000.00) per occurrence for any one incident or accident, and not less than five million U.S. dollars ($5,000,000.00) in aggregate, which limits may be satisfied with any combination of primary and excess coverage; provided, that, any such excess coverage follows form of the primary coverage. Each Party shall cause the other Party to be named as an additional insured in connection with each Event. Certificates evidencing the foregoing required insurance must be provided, upon request, to the other Party. 13. Termination. (a) Subject to Section 13(b): If either Party breaches a material provision of this Agreement, the non -breaching Party may terminate this Agreement upon thirty (30) days' written notice to the other Party (which notice must include a description of such breach) if, during such thirty (30) day period following receipt of such notice, the breaching Party 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 Host that WTC has determined, in its 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 Host 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; or (iii) if Host causes, engages in, or permits any Ambush Marketing. (c) Effects of Termination; Survival. (i) Expiration or termination of this Agreement for any reason will not relieve either 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 of Section 13(a) or Section 13(b)(ii), any unpaid Annual Payment amounts for the current Race Year will be immediately due and payable to WTC. (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 10 of 20 INONI&Al 70a 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, 23, and 24. 14. Force Majeure. (a) In the event either 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 ("Force Majeure Event"), 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 such canceled Event cannot reasonably be rescheduled or relocated within the Venue, neither 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. (b) If a Force Majeure Event causes an Event to be cancelled and such Event cannot reasonably be rescheduled or relocated within the Venue then the total amount of the Annual Payment payable by Host will be reduced as follows, depending on when such cancellation is announced to the general public: Number of Days before the Race that the Event Cancellation (due to Annual Payment Force Majeure) is Announced to be reduced by: More than 7 days 90% Less than 7 days 1 70% For example: If cancellation of the 2021 Event (due to a Force Majeure Event) is announced 45 days before the Race, then the Annual Payment will instead be $8, 000 (1. e., $80, 000 reduced by 90%). 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 Party, whether in tangible or intangible form (collectively, "Confidential Information"). (b) "Confidential Information" does not include any information that the Receiving Party conclusively establishes: (i) entered the public domain without Receiving Party's breach 0 HOST VENUE AGREEMENT- Page 11 of 20 INONUANY04 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, 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. (e) 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) If the Receiving Party is required to disclose Confidential Information in order to comply with applicable law, regulations, court order, or other legal process, the Receiving Party agrees to provide reasonable advance written notice to the disclosing Party and each of the Parties shall use its reasonable efforts to secure confidential treatment of the Confidential Information to be disclosed (whether through protective orders or otherwise) and to ensure that only the minimum amount of Confidential Information necessary to comply with such requirements is disclosed. 16. Assignment; Binding Effect. No rights or obligations under this Agreement may be assigned or delegated by Host without the prior written consent of WTC. 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. 17. Relationship of 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 Party in any way. Each HOST VENUE AGREEMENT- Page 12 of 20 IRONI�IA1�1.70. 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 and Dispute Resolution. (a) Governing Law. Notwithstanding the place where this Agreement may be executed by either 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 with the laws of the State of Texas, without regard to the conflict of laws provisions thereof that would result in the application of the laws of any other jurisdiction. (b) Enforcement. If either 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 Party reasonable attorneys' fees and costs (including, without limitation, the cost of such action). 19. Rights and Remedies. The rights and remedies provided by this Agreement are given in addition to any other rights and remedies either 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 either 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 Host: CITY OF LUBBOCK P.O. Box 2000 Lubbock, Texas 79457 Attention: City Manager, W. Jarrett Atkinson E-mail: iatkinsonL&mail.ci.lubbock.tx.us (Or to such other address as Host furnishes to WTC in writing in accordance with this Section) If to WTC: WORLD TRIATHLON CORPORATION 3407 W. Dr. Martin Luther King Jr. Blvd., Suite 100 Tampa, Florida 33607 Attention: Chief Legal Officer E-mail: Legal(u)ironman.com (Or to such other address as WTC furnishes to Host in writing in accordance with this Section) 21. Omitted. 22. No Oral or Implied Waivers or Modifications. If either 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 HOST VENUE AGREEMENT- Page 13 of 20 IRONII�IIAN.7a.3' affect the validity of this Agreement. The failure of either 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. 23. 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 terms of any kind as conditions or inducement to the execution hereof or in effect between the Parties. 24. 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 either 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 either 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 be deemed to be their original signatures for all purposes. 25. Non -Appropriation. Host shall provide notice to WTC should the present or any future City Council not appropriate funds in any fiscal year for the payment of amounts due under the Agreement. In the event of such non -appropriation, (a) Host shall still use best efforts to fulfill all obligations and duties (including but not limited to those specific Host Support Services found on Exhibit B) under this Agreement other than payment of the Annual Payment for such Race Year; and (b) WTC shall have the right to terminate the Agreement at any time within six (6) months of receiving notice of such non -appropriation. Additionally, should Host receive any grants or other funding for a sporting event in Lubbock, Texas, within the same fiscal year as the Event and such funds are not directly committed or assigned to another event, Host shall use reasonable efforts to prioritize paying the applicable Annual Payment to WTC. [ Signature page directly follows this page DocuSign Envelope ID: 6DA3A499-38DC-4F4F-9163-98EFD2CEA16C HOST VENUE AGREEMENT- Page 14 of 20 I00Ii1AML704 The Parties have executed this Agreement to be effective as of the Effective Date. WTC: WORLD TRIATHLON CORPORATION By: Name: Title: S6vd, r SHANE FACTEAU CHIEF OPERATING OFFICER HOST: CITY OF LUBBOCK By: Name: Daniel M. PLYpe Title: Mayor [ Exhibits to this Agreement follow this page ] HOST VENUE AGREEMENT- Page 15 of 20 IRONI;IA1�1.70.3' EXHIBIT A Annual Payments: Wire Transfer Instructions for Race Year 2021 $809000.00 Installments to be paid $209000.00 Upon Host's Execution of this Agreement $609000.00 May 1, 2021 2022 $809,000.00 $20,000.00 Jan 1, 2022 $60,000.00 May 1, 2022 2023 $809000.00 $2000.00 Jan 1, 2023 $609000.00 May 1, 2023 2024 $809000.00 $209000.00 Jan 1, 2024 $609000.00 May 1, 2024 2025 $803,000.00 $205000.00 Jan 1, 2025 $609000.00 May 1, 2025 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: Bank Name: Bank of America, NY NY Routing Number: 026009593 Account Name: World Triathlon Corporation Account Number: 898052297785 ( "'ll Menriol J_,lv, moll HOST VENUE AGREEMENT- Page 16 of 20 IRON AM:. SWIFT Code: BOFAUS3N Host's billing contact information: • Contact Name: • Email address: • Telephone number: ( ,mfr,h'r1n,al.lgr,% moll HOST VENUE AGREEMENT- Page 17 of 20 IMNAAN.70.1 EXHIBIT B Host Support Services With respect to each Event, and at no cost to WTC, Host shall, as the case may be, do, obtain, or provide (or cause to be done, obtained, or provided) the following: 13-1. Approvals & Permits. Host shall ensure that, at no cost to WTC, 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 Host 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 Host's provision of the Host Support Services (collectively, the "Approvals & Permits"). Host shall ensure that, 180 days prior to the 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. Hotel Rooms. If WTC achieves a registered athlete count of over two thousand (2,000) athletes, Host shall provide (or cause to be provided) to WTC eighty-two (82) complimentary hotel room nights during Event week (as shown in the table below) at the official Event/Host hotel(s). All such hotels must be within five (5) miles of the Event's swim start location. Host shall also assist WTC with the coordination of local hotels and other entities to facilitate arrangements for local accommodations, travel, and tourist activities. Monday Tuesda Wednesday Friday Saturday Sunda Singles 1 1 —Thursday 1 2 2 2 2 Doubles 4 7 8 12 12 14 14 Total 5 8 9 14 14 16 16 B-3. Police. Fire. and Public Works Services. Host shall ensure that the local and regional police services will command and ensure all fire services needed to maintain public safety throughout the duration of each Event. Host shall also ensure that certain Public Works services are available to aid in conducting each Event. For the avoidance of doubt, Host is responsible for one-half the cost of all Race day police, fire, and public works services fees. Host shall install a special command post (temporarily installed at the site), or, alternatively, activate the Lubbock Emergency Operations Center that will bring together all three services (police, fire, and public works), private security, volunteer security personnel, and communications. B-4. Venues/Facilities. Host shall provide venues for the Event which shall consist of a large centralized area for the transition area(s), swim bike and run routes, finish line, athlete recovery area, concessions, parking, VIP hospitality, merchandise sales, and spectator viewing. Host shall also provide adequate space to accommodate athlete check -in, consumer expo, merchandise sales, secured warehouse/storage space and parking. Host will also assist WTC in working with Texas Tech University to use the campus for a transition area, finish line, run route, shuttle bus pick up location, and parking. Host acknowledges that certain facilities will be required from the Tuesday before each Race until the Monday immediately following each Race. C'rmJirlrnrra? AL'r� rurnr HOST VENUE AGREEMENT- Page 18 of 20 IRONIAN.�'a3' EXHIBIT C TRADEMARK STANDARDS & USAGE GUIDELINES: EVENT -SPECIFIC LOGO Sample Event Logo Each Event will feature one or more IRONMAN 70.3 kbranded 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. General INOMMAR 704P��_,�A 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 -Approval Requirement 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 10 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 Ownership & 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 70.30 is a registered trademark of World Triathlon Corporation. Used herein by permission. HOST VENUE AGREEMENT- Page 19 of 20 Other Requirements Each use by Host of the Event Logo must: • Be solely and directly related to performing Host's obligations, or exercising its 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. General 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 "irorimate"), 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.) Please adhere to the following regarding use of the terms "IRONMAN®" and "IRONMAN® 70.31": • IRONMAN® must be a single word, never hyphenated, and never capitalized as "IronMan". • IRONMAN® and 70.30 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' 70.30 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"). • 70.30 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® 70.30 should never be abbreviated as "IM70.3." • Stand-alone references to "an IRONMAN" or "a 70.3" are improper. Please add "triathlon" to such phrases (e.g., "an IRONMAN® 70.30 triathlon"). Please adhere to the following regarding use of the terms "IRONKIDS®": • IRONKIDS® must be a single word, never hyphenated, and "IronKids" is always capital letter "I" and capital letter "K" when used in title case. LOST VENUE AGREEMENT- Page 20 of 20 IROMMMAMALZ • IRONKIDS® is a brand name — an identifier of a specific source of goods and services. It is not an indicator of distance. "IRONKIDS" must never be used as a standalone term or to denote distance. (e.g., never as "IronKids distance"). • IRONKIDS® should never be abbreviated as "IK." • Stand-alone references to "an IRONKIDS" are improper. Please add "dip `n' dash" or "fun run" or other applicable word to such phrase (e.g., "an IRONKIDS® fun run"). Please adhere to the following reeardine use of the terms "Iron Girl®": • Iron Girl® must be two (2) separate words on the same line and "Iron Girl" is always capital letter "I" and capital letter "G." • Iron Girl® should never be abbreviated as "IG". • Iron Girl® is a brand name — an identifier of a specific source of goods and services. It is not an indicator of distance. "Iron Girl" must never be used as a standalone term or to denote distance. (e.g., never as "Iron Girl distance"). • Stand-alone references to "an Iron Girl" are improper. Please add "half marathon" or "triathlon" or other applicable word to such phrase (e.g., "an Iron Girl® triathlon").