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
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 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: