RESOLUTION NO. 22-147
A Resolution Of The City Council Of The City Of Emeryville Appointing John Bauters And Ally Medina To An Ad-Hoc Subcommittee For Planning The eSC eSkootr Championship: Emeryville Event And Authorizing The City Manager To Execute A Non-Binding Letter Of Intent To Negotiate An Event Hosting Agreement With WES Management
WHEREAS, the Emeryville General Plan includes Goals that call for a comprehensive, universally accessible, and multi-modal transportation system; and WHEREAS, the Emeryville Economic Development Strategy calls for the production of an annual, signature event to promote the City; and
WHEREAS, the City’s Draft Active Transportation Plan is anticipated to include micromobility as a multi-modal focus area; and
WHEREAS, the policies outlined in the preceding recitals support the production of an event that promotes sustainable, equitable transportation; and WHEREAS, electric scooters are a sustainable micromobility transportation solution; and WHEREAS, WES Management Limited (eSC) promotes micromobility transportation solutions through the production of the eSkootr Championship Racing series; and WHEREAS, eSC has expressed interest in partnering with the City of Emeryville to host an eSKootr Championship Race Event in the City of Emeryville; and WHEREAS, an eSkootr Championship Race Event would raise the City of Emeryville’s profile with an international audience and create economic activity benefiting the City of Emeryville; and
WHEREAS, the City Council wishes to establish an ad-hoc subcommittee to work with staff in planning an eSkootr Championship Race Event; and WHEREAS, hosting an eSkootr Championship Race Event would require the negotiation and execution of an Event Hosting Agreement between the City and eSC; and WHEREAS, the City and eSC have negotiated a non-binding Letter of Intent to negotiate an Event Hosting Agreement, now, therefore, be it
RESOLVED, that the City Council of the City of Emeryville hereby establishes the ad-hoc City Council subcommittee for planning the eSkootr Championship Race Event by appointing John Bauters and Ally Medina to the ad-hoc subcommittee, and be it further RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute a non-binding Letter of Intent in substantial form as attached to this Resolution as Exhibit A.
DocuSign Envelope ID: 78F446FE-D422-432C-BC8E-D1FC1CDAC801 Resolution No. 22-___
eSC eSkootr Championship Event – Letter of Intent
City Council Meeting | November 1, 2022
ADOPTED by the City Council of the City of Emeryville at a regular meeting held Tuesday, November 1, 2022 by the following vote:
AYES: 4 Mayor Bauters, Vice Mayor Medina and Council Members Donahue, and Martinez
NOES: 0
ABSTAIN: 0
ABSENT: 1 Council Member Welch
ATTEST:
MAYOR
APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
DocuSign Envelope ID: 78F446FE-D422-432C-BC8E-D1FC1CDAC801 1 CITY OF EMERYVILLE, a municipal
corporation organized under the laws of the
State of California
1333 Park Avenue
Emeryville, California 94608
WES MANAGEMENT LIMITED, an
entity incorporated and registered in England
and Wales
85 Great Portland Street
London, United Kingdom, W1W 7LT
This non-binding Letter of Intent (“LOI”) expresses the mutual interest and desire of the City of Emeryville (the “City”) and WES Management Limited (“eSC”) to negotiate and enter into an Event Hosting Agreement under which the City will host the eSkootr Championship: Emeryville, California (“Event”) in the 2023 Season, 2024 Season, and 2025 Season. Each party acknowledges that this LOI is intended to memorialize the good faith efforts between the parties, but this LOI does not create a legally binding obligation. Each party further acknowledges that their respective rights and obligations in connection with the Event shall be subject to the drafting and execution of a mutually acceptable Event Hosting Agreement.
Such Event Hosting Agreement shall include, but not be limited to, the following basic terms:
1. Event. The eSkootr Championship: Emeryville, California (“Event”) will be a multi-day event consisting of various electric scooter races and competitions.
2. Season. Each Season runs between January 1 and December 31.
3. Term. The term will begin as of the effective date of the Event Hosting Agreement and, unless earlier terminated, will continue through and including December 31, 2025.
4. License. Under the terms of the Event Hosting Agreement, eSC will grant a license to the City, and the City will accept such license, to host the Event.
5. Host Requirements. The City will provide certain Host Requirements, including but not limited to space and equipment for the Event, police services, public works services, permits, emergency medical services, waste removal and recycling services, and local volunteers for the Event.
6. eSC Obligations. eSC will provide Event setup, staging materials, and related facilities and equipment for the construction and operation of the Event Course. eSC will be responsible for its costs of travel, transportation, food, lodging, customs, shipping, storage, immigration approvals, and utilities in connection with the Event.
7. Event Location and Event Course. eSC, with the assistance of the City, will determine the location within the City of Emeryville where the Event will be located (“Event Location”). eSC, with the assistance of the City, will design the race route and track on which the races and competitions will take place (“Event Course”). Event setup, staging of materials, facilities, and equipment, and construction of the Event Location and Event Exhibit A
DocuSign Envelope ID: 78F446FE-D422-432C-BC8E-D1FC1CDAC801 2 Course will not commence until the City, through its City Engineer, has approved in writing eSC’s designs for the Event Location and Event Course and eSC’s Safety Plan.
8. Marks. Subject to the terms of the Event Hosting Agreement, eSC will grant to the City a limited non-exclusive license to use the name, logos, trademarks, service marks, designs, product and service identification, artwork and other symbols and distinctive indicia associated with the eSkootr Championship and the Event, and the City will grant to eSC a limited non-exclusive license to use the name, logos, trademarks, service marks, designs, product and service identification, artwork and other symbols and distinctive indicia of the City.
9. Protection of Intellectual Property. The parties will agree to assist each other in the protection and defense of their respective intellectual property.
10. Indemnification. eSC will indemnify the City, its elected officials, executives, directors, agents, employees, volunteers, and other representatives from any claims arising out of any breach of the Event Hosting Agreement by eSC; any negligent act, omission, or willful conduct by eSC; the products and services provided by eSC; any claim that eSC’s marks or intellectual property infringe upon the right of a third party; and the failure by eSC to comply with any applicable laws relating to labor relations, employment practices, and safety.
The City will indemnify eSC, its officers, executives, directors, shareholders, members, agents, employees, volunteers, and other representatives from any claims arising out of any breach of the Event Hosting Agreement by the City; any negligent act, omission, or willful conduct by the City; the products and services provided by the City; any claim that the City’s marks or intellectual property infringe upon the right of a third party; and the failure by the City to comply with any applicable laws relating to labor relations, employment practices, and safety.
11. Insurance. The parties agree that each will provide and maintain Commercial General Liability, Commercial Automobile Liability, Workers’ Compensation, and Umbrella (and/or Excess) Liability insurance policies through the term of the Event Hosting Agreement. The per occurrence and aggregate limits of such policies will be determined by the parties in consultation with their respective brokers and carriers and in advance of the effective date of the Event Hosting Agreement.
The parties acknowledge that they have not entered into any agreement to negotiate a mutually acceptable Event Hosting Agreement pursuant to this LOI, and either party may, at any time prior to execution of such Event Hosting Agreement, propose different terms from those summarized herein and/or unilaterally terminate all negotiations without any liability whatsoever to the other party. Failure of eSC and City to reach agreement on the Event Hosting Agreement will not be evidence of a lack of good faith on the part of either or both of them. eSC acknowledges that many of the actions required of the City to fulfill the matters described herein are subject to public review and comment, and approval by the City Council. eSC further DocuSign Envelope ID: 78F446FE-D422-432C-BC8E-D1FC1CDAC801 3 acknowledges that the City is subject to the Ralph M. Brown Act (“Brown Act”) and the California Public Records Act (“CPRA”), and that the City is, at all times, bound by the publication and disclosure requirements of the Brown Act and CPRA. It is mutually understood by the parties that this LOI does not eliminate any of the public processes and legal requirements under which the City is bound, nor does this LOI legally bind any members of the City Council to vote in a particular way.
The above is accepted and confirmed by:
CITY OF EMERYVILLE
1333 Park Avenue
Emeryville, California 94608
By:
Name:
Title: City Manager
Date:
WES MANAGEMENT LIMITED
85 Great Portland Street
London, United Kingdom, W1W 7LT
By:
Name:
Title:
Date:
26 October 2022 Co-Founder & COO Khalil Beschir
DocuSign Envelope ID: 78F446FE-D422-432C-BC8E-D1FC1CDAC801