City Council/Public Finance and Economic Development Authority/Parking Authority
October 3, 2022

1 GRAN FONDO HINCAPIE

CITY PARTICIPATION AGREEMENT
(CITY OF MERCED)

This Gran Fondo Hincapie City Participation Agreement (City of Merced) (hereinafter referred to as the "Agreement") is entered into as of __________, 2022, by and between Hincapie Events, LLC, a South Carolina limited liability company ("Hincapie Events"), and the City of Merced, a California Charter Municipal Corporation ( the "City", and also “Host”). (Hincapie and City are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party".)

RECITALS:

WHEREAS, Hincapie Events is in the business (the “Business”) of organizing, producing, and coordinating single and multi-day cycling events, each known as a “Gran Fondo Hincapie”, the centerpieces of which are scenic cycling rides of varying lengths and difficulty, and also include a Family Festival and Expo, with ancillary entertainment such as food and beverage , screens with live footage from the ride courses, children’s entertainment, and information booths from local businesses and industry professionals (collectively, each, a "Gran Fondo");

WHEREAS, in connection with its Business, Hincapie Events has rights to certain marks, logos, and other distinctive indicia of the Gran Fondo events and its Business;

WHEREAS, Hincapie Events desires to organize and produce a Gran Fondo event (the “Event”) in the City;

WHEREAS, the City wishes to acquire the rights and benefits of hosting the Event and to undertake all of the obligations related to such hosting, all under the terms and conditions of this Agreement; and

WHEREAS, Hincapie Events wishes to grant such rights to the City under the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the promises and covenants contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree as follows:

1. Designation of Host and Location of Event Festival. Hincapie Events licenses to the City (the "Host") the right to host the cycling ride start location and ancillary entertainment offerings at the Family Festival and Expo for the Event (the “Event Festival”) to be held on March 18, 2023 (the “Event Date”) . Host accepts such license and agrees to exercise such license to host the Event at the Event Festival and to undertake and perform the Host Obligations, as defined hereinafter and as set forth more specifically in Section 4 of this Agreement. The Event Festival shall be held at a location mutually agreed upon by the City and Hincapie Events (the "Event Festival Location").

2. Term. The term of this Agreement shall begin as of the date first set forth above (the "Effective Date") and, unless earlier terminated in accordance with the terms set forth herein, shall continue through and including March 20, 2023 (the "Term"). 2 3. Host. Host shall be subject to the following requirements:

a. General. At all times during the Term of this Agreement, neither Host, nor Hincapie Events, will discriminate in any way on the basis of age, sex, race, national origin, disability, religion or any other characteristic protected by applicable law, in the conduct of each of their activities.

b. Structure. Host will be led by one or more chairperson(s) who will be primarily responsible for performance of Host's obligations under this Agreement. Such chairperson(s) shall ensure that Host's representatives relating to the Event include individuals with experience in the following areas and whose responsibilities could be as follows for the Event Festival in the City (Host has the option to have one individual handle more than one responsibility):

(1) Sponsorship/Sales Director;
(2) Operations Director
(3) Finance Director;
(4) Media & Public Relations Director;
(5) Medical/EMT Coordinator
(6) Technical Director;
(7) Volunteer Director;
(8) VIP/Hospitality Director;
(9) School/Community Outreach
(10) Ancillary Events/Festival Liaison

4. Host Obligations. In consideration of the license granted by Hincapie Events to host the Event Festival as set forth in Section 1 and the Host Benefits as set forth in Section 5 of this Agreement, and in addition to those other obligations set forth in this Agreement, Host agrees to undertake and perform the following obligations (collectively, the "Host Obligations"):

a. Implementation in Accordance with Planning Manual. Host shall provide assistance in accordance with the planning manual for the Event (the “Planning Manual”) to be furnished by Hincapie Events to Host within a reasonable period of time following the execution of this Agreement.
b. Publicity and Promotion. Host shall use its reasonable and good faith efforts to publicize and promote the Event and the Event Festival through all local media. c. Host Obligation Specifications . Host shall provide, at the sole expense of Host, support, services, facilities, and amenities in accordance with the operational and technical specifications in the Event Operations General Overview and Host Obligations attached as Exhibit "A" and Event Operations General Overview and Host Benefits as Exhibit “B” (collectively, the "Event Overview"), and the following :
(1) Auxiliary Space, Equipment and Amenities for Event
Requirements: Those types of areas, premises, equipment, and amenities during the Event and for the time periods designated in the Event Overview and the Planning Manual;
(2) Police Services: Local police services to work in coordination with the California State Patrol and California Department of Transportation, as well as 3 Hincapie Events representatives and City volunteers, to provide for safe road closure, fixed-post positions, traffic and crowd control and general public safety, including as described in the Event Overview and the Planning Manual; (3) Public Works and Road Services : Support police efforts to ensure road closure and course safety, including as described in the Event Overview and the Planning Manual;
(4) Permits: All local permits and fees for operation of the Event and Event Festival in the City's locale, including but not limited to special event permits, parking permits, and road closure and use permits;
(5) EMS/EMT Services: Emergency medical services and emergency medical technicians to serve the general public at and on the day of the Event Festival in the City, including as described in the Event Overview and the Planning Manual; (6) Portable and/or Public Restrooms: Portable (e.g., port-o- lets) or public restroom facilities during the Event Festival in a number and location to be reasonably determined by the agreement of Hincapie Events and Host after consultation, including as described in the Event Overview and the Planning Manual; (7) Waste Management/Trash Removal: Waste management an d trash removal services following conclusion of the Event and Event Festival in the City; (8) Volunteers: Recruitment of that number of volunteers determined by the agreement of Hincapie Events and Host after consultation (but estimated to be within the range of 200 to 300), including as described in the Event Overview and the Planning Manual, to assist local police and Event personnel with the Event. Hincapie Events will be responsible for the selection and training of its volunteers, and the assignment of functions and duties to volunteers . All volunteers will be expected to perform their assigned duties and services in a professional and competent manner, to the best and full limit of their abilities at all times and in accordance with the highest quality standards, applicable law and the rules and regulations established by Host and Hincapie Events. All volunteers will be required to sign a customary Volunteer Waiver and Release of Liability, Assumption of Risk and Indemnity Agreement form for Hincapie Events;

d. Course Layout and Event Festival Location. Host will assist Hincapie Events in obtaining a design and layout of that portion of the City and county (if applicable) through which the Event course will run; to the extent the Host has access, access will not be unreasonably withheld and granted without imposition of any site fees. Host is not responsible for private property access; Hincapie Events is responsible for obtaining approval for use of all private property access.
e. Ambush-Free Zone. Host agrees to work with Hincapie Events to create a zone which consists of the Event Festival Location and a radius around the Event Festival Location (the "Ambush-Free Zone") that shall be free from temporary merchandise vending, temporary advertising, and temporary signs and inflatable items to the extent allowed by applicable laws and regulations and consistent with applicable provisions of the City's Municipal Code. Nothing herein shall obligate Host to take any actions as it relates to permanent retail establishments in the Ambush-Free Zone. The parameters of the Ambush-Free Zone should be within a 1-block radius of the Start/Finish area.
f. Ambush Marketing. Host agrees, to the extent allowed by laws and regulations, to use commercially reasonable efforts to: (1) minimize the "ambush marketing" of Event 4 sponsors and local sponsors in the Event Festival Location during the Event; (2) not grant or license Commercial Exploitation Rights (as hereinafter defined) to any entity that is not an Event sponsor during the period commencing two (2) weeks prior to, through Tuesday following the conclusion of the Event; (3) refrain from action to authorize City-controlled and conflicting major sporting, civic or cultural events from being scheduled in the City during the week prior to, through the week following, the Event, unless such major sporting, civic or cultural events are approved in writing by Hincapie Events and under such conditions as Hincapie Events may specify; and (4) refrain from action to authorize a City -controlled or -sponsored gran fondo-style cycling event from being scheduled in the City during the time period commencing on the date of this Agreement, and ending 120 days following the Event, unle ss any such event is approved in writing by Hincapie Events and under such conditions as Hincapie Events may specify.

g. Merchandise Counterfeiting and Trademark Enforcement. Host shall reasonably cooperate with Hincapie Events in preventing unauthorized use of the Event Marks, admissions for the Event Festival, and other intellectual property and the sale or distribution of unlicensed merchandise bearing the Event Marks or any other reference to the Event. Such commitment shall apply and be in force during the Term of this Agreement, particularly with respect to the period beginning thirty (30) days prior to the Event and continuing through thirty (30) days following the Event. Host will cooperate with Hincapie Events by permitting Hincapie Events the right to pursue (at its expense) civil legal enforcement measures to prevent unauthorized use of the intellectual property regarding the Event, including but not limited to action against any seller or distributor of unlicensed merchandise. Host, in conjunction with such appropriate governmental entities, and to the extent permitted by law, will reasonably cooperate to identify and communicate information to Hincapie Events regarding unauthorized use of the intellectual property of the Event, including but not limited to sales or distribution of unlicensed merchandise. The decision to pursue civil legal action or settle claims against an unauthorized user of the intellectual property of Hincapie Events or against a seller or distributor of unlicensed merchandise will be at the sole discretion of Hincapie Events. h. Media and Marketing Plan Cooperation. Hincapie Events and Host will reasonably cooperate to create the media and marketing plan for the Event. Hincapie Events may retain contractors and any designated public relations entity, including accommodating television broadcasters, sponsors, and other persons and entities to whom and to which Hincapie Events has granted and will grant rights.

i. Event Sponsor Recognition. Host agrees that Hincapie Events shall have full access to the Host’s right of way to place any and all signs related to the following: course navigation, sponsor recognition, pedestrian safety, traffic safety, festival access. Hincapie Events shall determine placement of signage, recognition and visibility.

j. Ancillary Events. Before staging any ancillary events in connection with the rights licensed by Hincapie Events as set forth in this Agreement, Host shall obtain the prior written approval of Hincapie Events for the type, location and anticipated size of the event as well as sponsors.

k. Sale of Merchandise. Host agrees that no cycling merchandise other 5 than that designated by Hincapie Events will be sold on-site at the Event Festival Location during the Event without the prior written consent of Hincapie Events.

Locally sourced, products that meet the above requirement will be approved as outlined in this section.

1. Reference to Name of Event. Host shall refer to the Event by the exact name supplied by Hincapie Events from time-to-time, including any title or presenting sponsor identification (should title or presenting sponsorship rights be granted), and shall include, in all agreements that Host may enter into with third parties, a requirement that all third parties utilize the exact name for the Event supplied by Hincapie Events from time-t
o-time. Notwithstanding anything to the contrary herein, if Hincapie Events changes the name or logo of the Event after Host has created Event related identification, Host shall not be required to recreate the Event related identification.

m. Proposed Host Contracts. Host shall submit to Hincapie Events for prior review and approval, such approval not to be unreasonably withheld, denied or conditioned, all material contracts that Host proposes to enter into with respect to: (1) the obligations undertaken by Host in connection with the Event; and (2) Host's organization of any ancillary events. All such proposed City contracts shall be subject to the terms of Section 8 of this Agreement.

n. Anti-Gouging Provisions. To the extent allowed by applicable laws, rules and regulations, Host shall exercise commercially reasonable efforts to make sure that hospitality services (including lodging and restaurants) are provided at reasonable prices for visitors and tenants.

o. Cycling Requirements. Host will use best efforts to respect the minimum requirements for the sport of cycling as defined by the various governing organizations over the sport of cycling and all other reasonable requirements established by Hincapie Events as set forth in the Planning Manual to be provided by Hincapie Events to Host within a reasonable period of time following the execution of this Agreement.

p. Guidelines and Amendments. All services and other activities required to be performed or provided by Host described in this Agreement will be performed or provided in compliance with all reasonable and customary guidelines, standards, policies and directives (collectively, "Guidelines") developed and issued by Hincapie Events from time to time. Host recognizes that, while the contents of the Planning Manual issued by Hincapie Events represents the current position of Hincapie Events on such matters, such material may evolve as a result of technological and other changes, some of which may be beyond the control of the Parties to this Agreement. Hincapie Events reserves the right to propose amendments to this Agreement to address such changes.

Should amendments to the Agreement or Guidelines result in adverse effects on the financial or other obligations of Host, it will so inform Hincapie Events in writing and Hincapie Events will then negotiate with Host in order to address such adverse effects in a mutually satisfactory manner.

q. Progress Meetings. During the Term of this Agreement, Host and Hincapie Events agree to monthly progress meetings to account for event planning, logistics, course planning, festival coordination, local sponsor and local vendor acquisition . 6 r. Promotion of Goodwill. Host agrees to conduct the activities contemplated by this Agreement and the Planning Manual in such a way as to promote the goodwill associated with the Event, the Event Festival and the Event Festival Location, Hincapie Events, the State of California, and the sponsors of the Event, and will not at any time disparage the good name, reputation, or image of the Event, the Event Festival and the Event Festival Location, Hincapie Events, the State of California, or the sponsors of the Event.

Likewise Hincapie Events will not disparage the good na me, reputation, or image of the City. This section shall not be interpreted to preclude any action or proceeding by Host or Hincapie Events to enforce or defend its rights under the Agreement and shall not preclude Host, Hincapie Events or each of their representatives from communicating information, which Host reasonably determines to be factually accurate, pertaining to the Event, its organizers, Host or sponsors.

s. Credentials. Hincapie Events and its contractors shall be responsible for producing credentials of all types for the Event , including the Event Festival and Event Festival Location and further including credentials for members of the media and operational personnel, which credentials shall be produced at the sole expense of Hinc apie Events. Hincapie Events shall be responsible for all decisions regarding to whom media, VIP and operational credentials should be issued and shall establish all rules and regulations regarding media access to the Event, the Event Festival and the Event Festival Location.

t. Other Services. Host will provide those other services and undertake those other obligations set forth in the Event Overview attached hereto and incorporated herein by this reference, and those set forth in the Planning Manual, as well as those that may be reasonably requested by Hincapie Events after consultation with Host.

5. Host Benefits. In consideration of the agreement by Host to undertake and perform the Host Obligations and the other obligations set forth in this Agreement, Host shall be entitled to the following benefits (collectively referred to as the "Host Benefits"):

a. Benefits Provided by Hincapie Events. Hincapie Events shall provide the Host the benefits in accordance with the portion of the Event Overview attached hereto as Exhibit “B”;

b. Ancillary Events. Host will have the opportunity to establish activities ancillary to the Event Festival within the City for the promotion of the State of California and the City, subject to the prior review and approval of Hincapie Events.

6. Financial.

a. Event Revenues. Host acknowledges and agrees that Hincapie Events shall be entitled to retain all revenues associated with sales attributable to the Event, the Event Festival and the Event Festival Location, except as may be specifically set forth in Sections 6(d) and 7 of this Agreement and any generated sales tax and transient occupancy tax as a result of the event.

b. Financial Support. Host shall make a payment to Hincapie Events in the amount of $50,000 in cash or other immediately available funds within 30 days after the execution of this Agreement. In -kind contributions will be provided in addition to the direct payment of 7 $50,000 as listed in Host Obligations outlined in paragraph 4(c) and Exhibit A of this agreement.

c. Local Parking Revenues. Host may offer parking for spectators for the Event Festival. Host may retain all revenues from such parking and shall be responsible for all parking expenses.

7. Required Clauses. Notwithstanding the obligations of Host pursuant to Section 4(m) of this Agreement, Host agrees that, in each and every transaction including, without limitation, contractual agreements, that Host enters into with regard to the Event , the Event Festival, the ancillary events, or rights related to either the Event, the Event Festival, or the ancillary events, the following required clauses will be incorporated:

a. Commercial Identification Prohibition. Unless otherwise agreed in writing by Hincapie Events, all parties contracting with or providing goods or services to Host in connection with the Event Festival or the Event and/or any ancillary events related thereto must agree that neither they nor their affiliates, agents, representatives, employees, suppliers or subcontractors shall commercially exploit in any manner the nature of their transaction with goods and/or services provided to Host for the Event Festival or the Event, including without limitation: (1) by referring to the transaction or the goods or services, Host, the Event Festival or the Event and/or events related thereto in any sales literature, advertisements, letters, client lists, press releases, brochures or other written, audio or visual materials; and (2) by using or allowing the use of the Event Marks or any other service mark, tr ademark, copyright or trade name now or which may hereafter be owned or licensed to signify the Event in connection with any service or product; or (3) by otherwise disclosing their affiliation with Host or the Event Festival or the Event and/or events related thereto for a commercial purpose.

b. Clearances and Licenses. All parties contracting with or providing goods or services to Host in connection with the Event Festival or the Event or events which Host hosts or associates with during the Event Festival and/or events related thereto must agree that they are responsible for providing all clearances, licenses, permissions and consents (including without limitation all music clearances, synchronization rights, union and guild fees and the like) as may be necessary for the presentation of all such events, to the extent permitted by Hincapie Events, in any and all media and in any and all forms, whether now known or hereafter developed.

c. Indemnification. Every party contracting with or providing goods or services to Host in connection with the Event Festival or the Event and/or events related thereto must agree to indemnify, defend and hold harmless Hincapie Events, any designated public relations entity of Hincapie Events , the State of California, and Event Sponsors, and their respective parent, subsidiary, and affiliated companies and each of their respective shareholders, members, managers, trustees, partners, officers, directors, agents, volunteers, employees, and other representatives (collectively, the " Hincapie Events Parties") from and against any claims, demands, damages, liabilities, lawsuits, losses or expenses, including without limitation, interest, penalties, reasonable attorney's fees and costs, and all amounts paid in the investigation, defense or settlement of any or all of the foregoing ("Claim" or "Claims") resulting from, arising out of or in connection with the contracting parties' obligations to Host or the provision of goods or services to Host.

d. Compliance with Law. Every party contracting with or providing goods or 8 services to Host in connection with the Event Festival or the Event and/or events related thereto must agree to comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) applicable to the performance of such party's obligations to Host.

e. Exculpation Clause. Every party contracting with or providing goods or services to Host in connection with the Event Festival or the Event and/or events related thereto must agree to look solely to the assets of Host for any recourse, and not those of Hincapie Events or the Hincapie Events Parties (as defined in Section 8(c) above).

f. Insurance. Every party contracting with or providing goods or services to Host in connection with the Event Festival or the Event and/or events related thereto must agree to maintain, at no cost to Hincapie Events or the Hincapie Events Parties, appropriate insurance coverage for Claims arising out of the contracting party's operations, personnel, products and services. All such insurance provided by each contracting party shall (1) be primary to and non-contributory with any insurance maintained by Host, Hincapie Events and the Hincapie Events Parties; (2) be written by insurance companies with ratings of "A" or better in the latest edition of the A.M. Best key rating guide; and (3) provide that coverage may not be materially changed, reduced or cancelled unless thirty (30) days prior written notice thereof is furnished to Host and Hincapie Events. All liability policies shall be endorsed to name Host, Hincapie Events, and the Hincapie Events Parties as additional insureds, and shall include a waiver of subrogation in favor of the a dditional insureds. Each contracting party shall be solely responsible for the costs of all deductibles under such policies and shall remain solely and fully liable for the full amount of any Claims not covered by insurance. Each contracting party shall provide Host and Hincapie Events with certificates of insurance certifying that the appropriate insurance is in place and that the policies have been properly endorsed to meet the insurance requirements as set forth above.

8. Licenses to Use Marks.1

a. Event Marks.

(1) Acknowledgements Regarding Event Marks. Hincapie Events retains the rights to sell presenting sponsorships in and to the Event and, in such event, to incorporate the name and/or marks of such presenting sponsor s into the Event Marks or to develop new marks and logos for the Event, acknowledging such title and/or presenting sponsor's relationship with and support for the Event. Host acknowledges the foregoing and that the term "Event Marks" as used herein may also refer to the Event Marks as such may be expanded to include the name and/or marks of any presenting sponsor of the Event. Upon being advised by Hincapie Events of a change to the Event Marks in the event of a sale of title or presenting sponsorships, Host agrees to utilize the updated Event Marks with the name and/or marks of any presenting sponsor, all as designated by Hincapie Events.

(2) License to Use Event Marks. Hincapie Events hereby grants to Host a limited non-exclusive license to use the name, logos, trademarks, service marks, designs, product and service identification, artwork and other symbols and distinctive indicia associated with the Event and identified in Exhibit " D" (the "Event Marks") during the Term

1 All IP and related terms subject to review by IP counsel. 9 of this Agreement, in accordance with the terms of this Agreement and the Event Marks Guidelines set forth in Section 8(a)(6) hereinbelow, solely at or in connecting with the site of the Event Festival, including the Event Festival Location. (Such Exhibit " D" to be provided within reasonable timeframe upon execution of this Agreement). The foregoing l icense is subject to the right of Hincapie Events to review and approve in advance all such uses of the Event Marks. Host shall have no right to assign, license or "pass -through" rights to use the Event Marks to any other person or entity. In exercising this license to use the Event Marks and in each and every reference to the Event, Host shall utilize the Event Marks and the exact name of the Event designated by Hincapie Events, which shall include the name of any title and/or presenting sponsor. The Parties acknowledge and agree that, upon the expiration or termination of the Term of the Agreement, Host shall cease to use the Event Marks.

(3) License Does Not Extend to Merchandise. Host shall not manufacture or sell, or license the manufacture or sale of, any promotional or other merchandise which bears the Event Marks.

(4) Acknowledgements Regarding Goodwill. Host acknowledges the great value of goodwill associated with the Event Marks. Host acknowledges that the goodwill attached to the Event Marks belongs exclusively to Hincapie Events. Host agrees that any and all goodwill and other rights that may be acquired by the use of the Event Marks by Host shall inure to the benefit of Hincapie Events.

(5) No Disparagement by Host. Host will not, at any time, disparage, dilute or adversely affect the validity of the Event Marks or take any action, or otherwise suffer to be done any act or thing which may at any time, in any way materially adversely affect any rights of Hincapie Events in or to the Event Marks, or any regi strations thereof or which, directly or indirectly, may materially reduce the value of the Event Marks or detract from their reputation. This section shall not be interpreted to preclude any action or proceeding by Host to enforce or defend its rights under this Agreement and shall not preclude Host or its representatives from communicating information, which Host reasonably determines to be factually accurate, pertaining to the Event, its organizers or sponsors.

(6) Event Marks Guidelines. Any use of the Event Marks during the Term shall be further subject to the following conditions and limitations (collectively, the "Event Marks Guidelines"):

(a) The Event Marks shall conform to the standards set forth on Exhibit “D”, or as otherwise approved by Hincapie Events in writing;

(b) Host shall not use the Event Marks in any manner that is misleading or that reflects unfavorably upon the reputation of the Event, Hincapie Events, the Hincapie Events Parties, the State of California or any participant in the Event or in any manner that is contrary to applicable laws and regulations, including, without limitation, those relating to truth in advertising and fair trade practices;

(c) Host shall not (i) permit any tradename or mark of a third party to appear in conjunction with Host's materials that display any of the Event Marks; or (ii) participate with any third party in a promotion using the Event Marks or permit the Event Marks to be used in a manner that could be reasonably interpreted as a promotion or 10 endorsement of a third party's products or services;

(d) Host shall not use the Event Marks without the appropriate trademark or copyright designation as required by Hincapie Events;

(e) Host acknowledges that its selection as a partner is not based upon the results of any quality comparison between Host and any other municipality within the State of California and agrees that it shall not represent otherwise to any third party or use the expressions "selected", "approved", "warranted", "preferred", or "consented to" by Hincapie Events or the Event or any similar endorsement;

(f) Host shall not use the license granted under this Agreement in any comparative advertising; and
(g) Host shall not, after the expiration or termination of this Agreement, use any slogan or graphic device that was developed for use in conjunction with the Event Marks if such slogan or graphic device implies an ongoing association with the Event or any future Gran Fondo or other event organized or produced by Hincapie Events .

b. Host Marks.

(1) License to Use Host Marks. Host hereby grants to Hincapie Events 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 and identified in Exhibit " E" attached hereto (the "Host Marks") during the Term of this Agreement in accordance with the terms of this Agreement and the Host Marks guidelines in accordance with Section 8(b) (2) of this Agreement, specifically to provide Host with the Host Benefits. The foregoing license is subject to the right of Host to review and approve in advance all such uses of the Host Marks. Hincapie Events shall have no right to assign, license or "pass-through" rights to use the Host Marks to any party, except as necessary to fulfill its obligations set forth in this Agreement. The Parties acknowledge and agree that, upon the expiration or termination of the Term of the Agreement, Hincapie Events shall discontinue any use of the Host Marks and Hincapie Events may continue to use the Event Marks.

(2) Host Marks Guidelines. Hincapie Events shall utilize the Host Marks pursuant to the license granted herein in accordance with those graphics standards supplied by Host to Hincapie Events in writing from time-to-time.

9. Trademarks.

a. Event Marks.

(1) The Event Marks, specifically including but not limited to the words "Gran Fondo Hincapie ", are and shall remain the property of Hincapie Events and Hincapie Events shall take all steps reasonably necessary to protect such Event Marks, which steps may include registrations through the United States Patent and Trademark Office ("PTO") and foreign registrations, as it deems desirable and through reasonable 11 prosecution of infringements. 2

(2) The rights licensed by Hincapie Events to Host with respect to use of the Event Marks shall convey license rights only and shall convey no rights of ownership in or to the Event Marks.

(3) Hincapie Events represents and warrants that it has the right to use the Event Marks, specifically including but not limited to the words "Gran Fondo Hincapie", and to license the use of the Event Marks to Host as set forth in Section 8(a) of this Agreement. Hincapie Events shall own all right, title and interest in and to the Event Marks. Hincapie Events shall have the right to take all steps reasonably necessary to protect the Event Marks through PTO registrations and such foreign registrations as it deems desirable and through reasonable prosecution of infringements. Hincapie Events shall be the record owner of all such registrations for the Event Marks. Host shall cooperate as reasonably necessary to assist Hincapie Events in obtaining such trademark protection and in prosecuting any alleged infringements of the Event Marks.

b. Host Marks.

(1) The Host Marks are and s hall remain the property of Host and Host shall take all steps reasonably necessary to protect such Host Marks through the PTO and foreign registrations as it deems desirable and through reasonable prosecution of infringements.

(2) Host represents and warrants that it has the right to use the Host Marks and to license the use of the Host Marks to Hincapie Events for use in connection with the Event and to provide the Host Benefits.

(3) The rights granted to Hincapie Events by Host with respect to use of the Host Marks shall convey license rights only and shall convey no rights of ownershi p in or to the Host Marks.

10. Merchandising. The Parties acknowledge and agree that Hincapie Events shall be the sole licensor of all Event-related merchandise bearing the Event Marks and/or otherwise relating to the Event in any way (the " Event-Related Merchandise"). Host shall have the right to purchase Event-Related Merchandise from the licensee for such Event -R elated
Merchandise at amount to be agreed upon by and among Hincapie Events , Host and such licensee, but shall have no right or license to manufacture or distribute Event-Related Merchandise or any other merchandise bearing the Event Marks.

11. Approvals.

a. Host agrees to submit to Hincapie Events for its prior written approval all proposed uses of the Event Marks that Host wishes to make pursuant to the limited license granted to Host in this Agreement, including but not limited to submission of representative samples of all advertising, promotional and other materials to be used in connection with Host's products and services as well as any premiums that Host may wish to use containing the Event Marks. If Host’s request is not responded to by Hincapie Events within ten (10)

2 Under review regarding USPTO protection.
12 business days after Hincapie Events has received the material from Host, Hincapie Events agrees that any such proposed materials shall be deemed approved. Host shall not distribute any material without the prior written approval of Hincapie Events.

b. Host shall supply free of charge to Hincapie Events for administrative and archival purposes two (2) originals of all advertising, promotional or other materials in connection with the products and services to be used by Host in connection with the licenses granted under this Agreement.

c. All requests for approval, including representative samples of all advertising, promotional and other materials shall be sent to Hincapie Events at the address for notices under this Agreement to the attention of the individual designated to receive notices for Hincapie Events.

12. Broadcast and Media Rights; Other Commercial Exploitation of Event. As between Host and Hincapie Events, Hincapie Events controls all rights to distribute, promote, market and otherwise commercially exploit the Event and the Event Festival by means of any and all audio, visual and audiovisual media of all types, including but not limited to television, radio, Internet and print, and wireless devices as well as with respect to sponsorship, licensing, hospitality, merchandising, and other marketing rights with respect to the Event ("Commercial Exploitation Rights") and that Host will not purport to grant or license any such rights to a third party without the prior express written approval o f Hincapie Events.

13. Ownership and Protection of Intellectual Property.

a. Ownership of Intellectual Property.

(1) Subject to the terms of Section 9 of this Agreement, each Party shall own all right, title and interest in and to all intellectual property created by or on behalf of such Party in connection with this Agreement, including without limitation, all logos, names, ideas, concepts, creative materials, promotional materials, advertising, graphics, including all copyrights and proprietary rights therein, and any inventions and discoveries first conceived or developed, whether or not protected by patent, trade secret or copyright, subject to the ownership rights of the other Party to such other Party's trademarks to the extent that such are incorporated into such intellectual property (such property being collectively referred to as the "Intellectual Property"). (That Intellectual Property which has been created by or on behalf of Host is referred to as the "Host Intellectual Property" and that Intellectual Property which has been created on behalf of Hincapie Events is referred to as the "Hincapie Events Intellectual Property".)

(2) Notwithstanding the foregoing, the Parties acknowledge and agree that the Event Marks and the distinctive colors, concepts, indicia and look displayed by Hincapie Events throughout the Event and by Hincapie Events in its regular business operations and materials shall constitute Hincapie Events Intellectual Property and therefore be owned by Hincapie Events. Host expressly acknowledges that the Parties have agreed that all copyrightable aspects of the Hincapie Even ts Intellectual Property are to be considered "works made for hire" within the meaning of the Copyright Act of 1976, as amended (the "Act"), of which Hincapie Events is to be the "author" within the meaning of such Act. All such copyrightable works, as well as all copies of such works in whatever medium fixed or 13 embodied, shall be owned exclusively by Hincapie Events as its creation and Host expressly disclaims any interest in any of them. Host expressly acknowledges that it is not a joint author and that the Hincapie Events Intellectual Property and all other work created by Hincapie Events hereunder are not joint works under the Act.

(3) In the event (and to the extent) that any Hincapie Events Intellectual Property or any part or element thereof is found as a matter of law not to be "work made for hire" within the meaning of the Act, Host hereby conveys and assigns to Hincapie Events the sole and exclusive right, title and interest in the ownership to all such Hincapie Events Intellectual Property, and all copies of it, without further consideration, and agrees to assist Hincapie Events' efforts to register, and from time to time to enforce, all patents, copyrights, and other rights and protections relating to the Hincapie Events Intellectual Property in any and all countries. To that end, Host agrees to execute and deliver all documents requested by Hincapie Events to evidence any assignment as well as otherwise in connection therewith.

(4) Host understands that the term "moral rights" means any rights of paternity and integrity, including any right to claim authorship of a copyrightable work, to object to a modification of such copyrightable work and any similar right existing under the judicial or statutory law of any country or under any treaty, regardless of whether or not such right is referred to as a "moral right", including, without limitation, the rights of attribution and integrity in works of visual art pursuant to 17 U.S.C. § 106A. The Host irrevocably waives and agrees never to assert any moral rights Host may have in the Hi ncapie Events Intellectual Property, even after any termination or expiration of this Agreement.

(5) The Parties agree to affix appropriate copyright and trademark notices as reasonably designated by the other, together with their own notices as appropriate, on the Hincapie Events Intellectual Property to identify Hincapie Events as the owner of the Hincapie Events Intellectual Property and Host as the owner of the Host Marks.

b. Protection of Intellectual Property.

(1) Host acknowledges that it has no right, title or interest in the Event Marks and that nothing in this Agreement shall be construed as an assignment to Host of any right, title or interest in the Event Marks, except the license to use of the Event Marks as provided in this Agreement.

(2) Host agrees that Hincapie Events shall have the sole right to determine whether any action should be taken to terminate unauthorized use of the Event Marks or to settle any proceeding brought by Hincapie Events to terminate such unauthorized use. All proceeds from any enforcement action shall belong exclusively to Hincapie Events. Hincapie Events and Host agree to assist each other in the defense of any proceeding or claim with respect to the use of any Event Marks by Host in accordance with the terms of this Agreement. Hincapie Events agrees to defend, at its expense, any such proceeding or claim on behalf of Host. Host shall be permitted to retain, at its expense, separate counsel in such defense.

14. Reservation of Rights. Hincapie Events reserves all rights not expressly licensed to Host under this Agreement. Any and all rights of Hincapie Events , including those in and to the Event and the Event Marks, not expressly granted to Host under this Agreement are 14 reserved to Hincapie Events and may be exercised, marketed, exploited or disposed of by Hincapie Events concurrently with the Term of this Agreement in such form and manner as Hincapie Events wishes. Host acknowledges and agrees that this Agreement does not convey or grant to it any rights of ownership in or management of the Event or the Event Marks.

15. Representations and Warranties.

a. By Hincapie Events. Hincapie Events represents and warrants that:

(1) It has the full right, power and legal authority to enter into and fully perform this Agreement in accordance with its terms without violating the rights of any other person, that there are no other agreements or commitments, oral or written, that will interfere with its full performance hereunder and that it will fully comply with all federal, state and local laws, rules and regulations applicable to the day- to-day conduct of its business and to its obligations and performances hereunder;

(2) The Event Marks do not infringe the trademarks or other proprietary rights of any other person or entity;

(3) Any materials created under the control, direction or supervision of Hincapie Events shall be original, shall be owned by Hincapie Events and shall not infringe any third party copyright or trademark; and

(4) It will comply with all applicable laws, regulations and ordinances pertaining to the promotion and conduct of the Event.

b. By Host. Host represents and warrants that:

(1) It has the full right, power and legal authority to enter into and fully perform this Agreement in accordance with its terms without violating the rights of any other person, that there are no other agreements or commitments, oral or written, that will interfere with its full performa nce hereunder and that it will fully comply with all federal, state and local laws, rules and regulations applicable to the day- to-day conduct of its business and to its obligations and performances hereunder; (2) Host owns or has the authority to grant to Hincapie Events a license to use the Host Marks;

(3) The Host Marks do not infringe the trademarks or other proprietary rights of any other person or entity;

(4) Any materials created under the control, direction or supervision of Host shall be original, shall be owned by Host and shall not infringe any third party copyright or trademark; and

(5) It will exercise reasonable efforts to ensure that City officials, employees and other representatives and City officers, directors, employees, volunteers, agents, representatives, and contracted parties promote and protect the goodwill of the Event and not engage in conduct which is detrimental to the Event, its Sponsors, Hincapie Events, and/or the Hincapie Events Parties. This section shall not be interpreted to preclude any action or 15 proceeding by Host to enforce or defend its rights under this Agreement and shall not preclude Host or its representatives from communicating information that Host reasonably determines to be factu ally accurate, pertaining to the Ev ent, its organizers or sponsors.

16. Indemnification.

a. By Hincapie Events. Hincapie Events shall indemnify, defend and hold harmless Host, its affiliates, and their respective officers, directors, partners, shareholders, members, managers, agents, employees, and other representatives (collectively, the "Host Indemnified Parties"), from and against any and all claims, demands, damages, liabilities, lawsuits, losses or expenses, including without limitation, in terest, penalties, reasonable attorney's fees, and all amounts paid in the investigation, defense or settlement of the foregoing (the "Claim" or "Claims") arising out of, based on or in any other manner related to: (1) the breach of any representation, warranty, material covenant or obligation of Hincapie Events under this Agreement; (2) any negligent act, negligent omission or willful mis conduct by Hincapie Events; and (3) any Claim that the Event Marks or other Hincapie Events Intellectual Property infringe upon any patent, copyright, trademark, trade secret or any other right of a third party.

b. By Host. Host shall indemnify, defend and hold harmless the Hincapie Events Parties from and against any and all Claims arising out of, based on or in any other manner related to: (1) the breach of any representation, warranty, material covenant or obligation of Host under this Agreement; (2) any negligent act, omission or willful misconduct by Host; (3) the products, services, and other deliverables provided by Host and its employees, agents, representatives and contractors in carrying out its obligations under this Agreement; provided, however, that Host shall not be responsible for indemnification resulting from road conditions of non-City maintained streets, highways and roads ; notwithstanding the foregoing, Host shall use good faith and reasonable efforts to assist Hincapie Events in having any Claims resulting from road conditions on non-City maintained streets, highways and roads resolved by the proper governmental agency responsible for maintaining such streets, highways and/or roads; (4) the exercise by Host of its rights and the Host Benefits under this Agreement, including but not limited to any parking concessions, ancillary events or local sponsorships organized by Host; (5) advertiser's liability or other claim arising out of or in connection with the use by Host of the Event Marks, including but not limited to any claim based upon an allegation of sponsorship or guaranty by Hincapie Events of Host; (6) a claim that the Host Marks infringe upon any patent, copyright, trade mark, trade secret or any other right of a third party; and (7) the failure or alleged failure by Host to comply with all Laws relating to labor relations, fair employment practices, safety and similar rules and regulations, including without limitation, the Occupational Safety and Health Act (OSHA) of 1970 and with all Equal Employment Opportunity (EEO) provisions as required by applicable law, regulation or executive order.

Notwithstanding the foregoing, this indemnification shall not extend to or include any claims, damages, suit or attorneys ’ fees arising out of any claim or allegation that any of the routes, roads, trails or other parts of the Event course were negligently designed or selected.

Prior approval by Hincapie Events of the use of the Event Marks or other matters as to which Hincapie Events approval is required under this Agreement shall not affect Hincapie Events's right to indemnification as to such usage.

c. Procedure Regarding Indemnification. E ach Party shall give the other Party prompt written notice of any Claim coming within the scope of any indemnity expressly set 16 forth in this Agreement. Upon written request of any indemnitee, the indemnitor will assume defense of any such Claim, action or proceeding. The indemnitee shall cooperate with the indemnitor in the investigation, defense and/or settlement of any such Claim. The indemnification obligations in this Section 16 of this Agreement shall survive the expiration and/or termination of this Agreement.

17. Termination.

a. Default. A Party may terminate this Agreement, at its option, upon written notice to the other Party, upon the occurrence of one or more of the following events (the "Termination Events"):

(1) Material breach by the other Party of any covenant, agreement, representation, warranty, term or condition of this Agreement, if such breach has not been waived in writing and if such breach is not cured or remedied by the breaching Party to the terminating Party's reasonable satisfaction within thirty (30) days after delivery of written notice specifying the nature of the breach, or if the Parties agree that the breach is not capable of being cured or remedied within said thirty (30) days, then within the time period mutually agreed to by the Parties in a jointly approved plan of corrective action developed within thirty (30) days after the delivery of written notice to the breaching Party specifying the na ture of the breach;

(2) The other Party becomes insolvent, fails to pay its debts or perform its obligations in the ordinary course of its business as they become due, admits in writing its insolvency or inability to pay its debts or perform its obligations as they become due, or becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership or general assignment for the benefit of creditors, provided that, if such condition is assumed involuntarily, it has not been dismissed with prejudice within sixty (60) days after its commencement; or

(3) The other Party is the subject of public controversy of such a magnitude that such Party's association with the terminating Party pursuant to this Agreement creates a negative association for the terminating Party, in the reasonable judgment of the terminating Party, in which case the terminating Party may terminate this Agreement without cost or penalty.

b. Effect of Termination. Should either Party terminate this Agreement as a result of a Termination Event set forth in subsection (a) above, then upon termination of this Agreement, Host 's Host Benefits shall terminate and Host shall cease using the Event Marks.

Should such termination result from termination notice given by Host to Hincapie Events from occurrence of a Termination Event of the type set forth in Sections 17(a)(l) or (2) above, in addition to any other rights or remedies that Host has under this Agreement or otherwise at law or in equity, Hincapie Events shall repay to Host unspent portion of the Financial Support provided by Host. Hincapie Events will provide to Host an accounting summary of funds use as well as proof of payment and invoices for all Financial Support funds retained by Hincapie Events no later than ninety (90) days post termination. Should termination result from termination notice given by Hincapie Events to Host from occurrence of a Termination Event of the type set forth in Sections 17(a)(l) or (2) above, in addition to any other rights or remedies that Host has under this Agreement or otherwise at law or in equity, Host shall repay to Hincapie Events all amounts expended by Hincapie Events in 17 licensing to Host the right to host the Event Festival, to provide the Host Benefits, and to relocate the site for the Event Festival. The rights of a Party under this Section 17 (b) are in addition to any and all rights to indemnification that a Party may have under Section 16.

18. Independent Contractors. Hincapie Events and Host are independent contractors with respect to each other and nothing herein shall be deemed or construed to create any partnership, joint venture or agency relationship between them. Host is simply serving as ho st to the Event Festival of the Event under the license of rights granted herein and is agreeing herein to provide certain services and to undertake certain obligations in order to acquire certain marketing rights and benefits. Neither Party shall have any authority to contract or bind the other Party in any manner and shall not represent itself as the agent of the other.

19. Insurance.

a. Hincapie Events Provided Insurance. Throughout the Term of this Agreement (including any extensions thereof), Hincapie Events shall provide and maintain, at its expense, the following insurance policies which shall protect the Hincapie Events Parties on a primary basis from any and all Claims arising out of or in connection with respect to the staging of each Event and the obligations of Hincapie Events pursuant to this Agreement:

(1) Event Liability insurance (inclusive of CGL as well as auto liability) of with limits not less than $1,000,000 each occurrence and $3 ,000,000 in the aggregate;
(2) Auto Liability & Physical Damage insurance covering Claims arising out of the use, operation or maintenance of any vehicle (whether owned, non -
owne
d, leased, hired or borrowed) by Hincapie Events, with limits not less than $1,000,000 each accident combined single limit for bodily injury and property damage;

(3) Workers' Compensation insurance covering Hincapie Events ' employees with limits as required by statutory law, including Employer's Liability coverage with limits not less than $1,000,000 each accident;

(4) Umbrella and/or Excess Liability insurance with limits not less than $3,000,000 each occurrence shall apply in excess of and on a following form basis to the primary Commercial General Liability, Automobile Liability and Employer's Liability policies; and

(5) Any other insurance necessary and appropriate for the staging of the Event as determined by Hincapie Events.

All such insurance to be maintained by Hincapie Events shall (1) be primary with respect to Claims arising out of the Hincapie Events' staging of the Event and the obligations of Hincapie Events pursuant to this Agreement; (2) be written by insurance companies with ratings of "A" or better in the latest edition of the A.M. Best key rating guide; and (3) provide that coverage may not be materially changed, reduced or cancelled unless thirty (30) days prior written notice thereof is furnished to Host.

Policies (1), (2) and (4) above shall be endorsed to name Host, its officers, officials, employees and agents as Additional Insureds with respect to the negligent acts or omissions of Hincapie Events.
18 At least 15 days prior to the Event, Hincapie Events shall provide Host with a certificate of insurance certifying that the appropriate insurance is in place and that the policies have been properly endorsed to meet the insurance requirements as set forth above.

b. Hincapie Events Optional Insurance. Hincapie Events may, but shall not be obligated to, secure Event Cancellation insurance providing reimbursement of insured losses if the Event does not take place, in whole or in part, due to any Act of God or other event beyond the control of Hincapie Events and those other circumstances set forth in Sections 21 and 22 of this Agreement. Covered perils may include adverse weather conditions; natural disasters; outbreak of disease; damage to or loss of venue; unavoidable transportation delays; non- appearance of key participants due to death, injury or illness; situations which pose significant danger to the public or Event participants; and other causes beyond Hincapie Events ' control which are not specifically excluded under the policy. Notable exclusions will include war, civil commotion, riot, martial law, seizure, or radioac tive/ nuclear contamination; poor event planning and management; fraud, misrepresentation or concealment. All event cancellation proceeds shall constitute the property of Hincapie Events. Hincapie Events' obligation to secure Event Cancellation insurance is limited to the extent such coverage is available at a reasonable cost in the sole discretion of Hincapie Events.

c. City Provided Insurance. Throughout the Term of this Agreement (including any extensions thereof), Host shall provide and maintain, at its expense, the following insurance policies (or in the event Host is self-insured, a program of insurance), which shall protect Host, Hincapie Events, and the Hincapie Events Parties on a primary basis from any and all Claims arising out of or in connection with Host's activities, operations, representations and warranties, rights, obligations
and duties of Host pursuant to this Agreement:

(1) General Liability insurance with limits not less than $1,000,000 each occurrence and $3,000,000 in the aggregate. Such insurance shall include coverage for contractual liability, products -completed operations, personal and advertising injury, premises damage legal liability, liquor liability (if applicable), property damage and bodily injury liability (including death);

(2) Auto Liability & Physical Damage insurance covering Claims arising out of the use, operation or maintenance of any vehicle (whether owned, non -
owne
d, leased, hired or borrowed) by Host, with limits not less than $1,000,000 each accident combined single limit for bodily injury and property damage;

(3) Workers' Compensation insurance covering Host's employees with limits as required by statutory law, including Em ployer's Liability coverage with limits not less than $1,000,000 each accident, $1,000,000 disease-each employee and $1,000,000 disease-policy limit;

(4) Umbrella and/or Excess Liability insurance with limits not less than $3,000,000 each occurrence shall apply in excess of and on a following form basis to the primary Commercial General Liability, Automobile Liability and Employer's Liability policies;

(5) Any other insurance necessary and appropriate for covering Host's activities, operations, representations and warranties, rights, obligations and duties pursuant to this Agreement.
19 All such insurance to be maintained by Host shall (1) be primary to and non -contributory with any insurance maintained by Hincapie Events and the Hincapie Events Parties; (2) be written by insurance companies with ratings of "A" or better in the latest edition of the A.M.

Best key rating guide; and (3) provide that coverage may not be materially changed, reduced or cancelled unless thirty (30) days prior written notice thereof is furnished to Hincapie Events.

Policies (1), (2) and (4) above shall be endorsed to name Hincapie Events and the Hincapie Events Parties (as defined in Section 8(c) of this Agreement) as Additional Insureds with respect to the negligent acts or omissions of Host.

At least 15 days prior to each Event, Host shall provide Hincapie Events with a certificate of insurance certifying that the appropriate insurance is in place and that the policies have been properly endorsed to meet the insurance requirements as set forth above.

20. Force Majeure. In the event that the Event does not take place or is rescheduled, in whole or in part, due to any Act of God or other event not reasonably foreseeable by the Parties or beyond the control of the Parties which is generally considered an event of force majeure ("Force Majeure"), including without limitation, weather, fire, flood, act of public enemy or terrorism, strike or labor dispute, governmental action or directive or local, regional or national day of mourning, whether such event of Force Majeure has occurred in a community through which the Event course shall run or not, then Hincapie Events may discontinue provision of the Host Benefits to and for the benefit of Host and Host need not continue to perform those Host Obligations which remain unperformed as of the date of cancellation or postponement. Hincapie Events and Host shall mutually agree whether the Event is to be cancelled in whole or in part or postponed due to a Force Majeure event.

Should the Event be cancelled in whole due to an event of Force Majeure, Hincapie Events shall have no further obligation, financial or otherwise, to Host, and Host shall have no further obligation to Hincapie Events in connection with the Event; if the Event is to be cancelled in part, then the Parties shall negotiate in good faith to revise the Host Obligations and Host Benefits equitably in light of the new parameters of the Even t. In the event that the Event is postponed in whole or in part due to an event of Force Majeure and Hincapie Events intends to reschedule the Event, Hincapie Events and Host shall discuss in good faith the terms under which such rescheduling should occur. In the event of such cancellation or postponement due to a Force Majeure event, the obligations of Hincapie Events and the rights of Host shall be as specifically set forth in this Section 20 as the sole and exclusive remedy by virtue of such cancellation or postponement.

21. Cancellation or Postponement of Event for Reason Other than Force Majeure.

Hincapie Events and Host may mutually agree to cancel or postpone the Event or the Event Festival. In such event, Host acknowledges and agrees that Hincapie Events shall have no financial responsibility to Host as a consequence of such cancellation or postponement. In the event of such cancellation or postponement, the obligations of Hincapie Events and the rights of Host shall be as specifically set forth in this Section 2 1 as the sole and exclusive remedy by virtue of such cancellation or postponement. Upon agreement of cancellation or postponement by both Parties, Hincapie Events shall have no further obligation to provide Host with any of the Host Benefits as set forth in this Agreement.

22. Public Announcement. The Parties agree to make a joint public announcement and 20 press release in the near future following execution of this Agreement. The Parties agree that the form and substance of such announcement and press release shall be mutually agreed between the Parties.

23. Jurisdiction; Exclusive Venue; Waiver of Jury Trial; Mediation Required . This Agreement and all amendments, modifications, alterations or supplements hereto shall be governed by, enforced and interpreted in accordance with the laws of the State of South Carolina without reference to the conflict of laws provisions the reof. The Parties hereto consent to exclusive jurisdiction, subject to proper service of process, regarding any disputes arising hereunder in the federal or state courts located in Greenville County, South Carolina.

Each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. The P arties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the Parties irrevocably to waive any objections to venue or to convenience of forum. Process in any proceeding referred to in the first sentence of this Section may be served on any P arty anywhere in the world. Host acknowledges that it possesses the requisite minimum contacts with the State of South Carolina sufficient to establish jurisdiction over Host in State and Federal Courts in South Carolina.

THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY

OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR

HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR

OTHERWISE, THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF

THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE

KNOWING, VOLUNTARY AND BARGAINED- FOR AGREEMENT AMONG THE

PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY

PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS

AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL

INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Prior to initiating litigation in respect of any dispute arising in any way whatsoever from this Agreement (excepting only a claim by Hincapie Events seeking specific performance under Section 25) or any of the transactions contemplated herein, the Parties agree to attend one day of non-binding mediation in front of a sole mediator in Greenville, South Carolina, with the parties equally sharing the costs of the mediator and the mediation facilities, but otherwise bearing their own travel, attorneys’ and other expenses.

24. Liability of the Parties.

a. City acknowledges and agrees that it shall be responsible for each and every obligation under this Agreement and, therefore, that any liability for breach of any obligation of Host hereunder shall constitute an obligation of Host hereunder.

b. Hincapie Events acknowledges and agrees that is shall be responsible for each and every obligation under this Agreement and, therefore, that any liability for breach of 21 any obligation of Hincapie Events hereunder shall constitute an obligation of Hincapie Events hereunder.

25. Specific Performance. The duties, obligations and responsibilities of the Parties under this Agreement are unique, and, therefore, the Parties agree that monetary damages will not be an adequate remedy for breach of this Agreement. The Parties acknowl edge and agree that, in the event of a breach by Host, Hincapie Events will suffer irreparable harm.

Therefore, Hincapie Events shall be entitled to the remedy of specific performance, which shall not be the exclusive remedy for any violation of breach of this Agreement.

26. General.

a. Assignment. Host may not assign any rights or obligations under this Agreement or this Agreement itself, in whole or in part, without the prior express written consent of Hincapie Events. Notwithstanding the foregoing, Hincapie Events may retain the services of subcontractors to discharge certain obligations under this Agreement.

b. Notices. Except as expressly provided to the contrary herein, any notice, consent, report, documents or other item to be given, delivered, furnished or received hereunder shall be deemed given, delivered, furnished and received when given in writing and personally delivered to and received by an officer or designated employee of the applicable Party, one day after the same is deposited with an internationally- recognized overnight delivery service, with confirmation of delivery, addressed as set forth below, or to such other address as either of the parties shall advise the other in writing :

If to Host:

City of Merced
678 West 18th Street
Merced, California 95340
Attn.: _______________

with a copy to:

City Attorney City
of Merced 678 W.
18th Street
Merced, CA 95340

If to Hincapie Events:

Hincapie Events, LLC
45 Pete Hollis Blvd.

Greenville, SC 29601
Attn: Jennifer Horstmann

with a copy to:

Nexsen Pruet
22 1230 Main Street, Suite 700
Columbia, SC 29201
Attn: Jones DuBose

c. Entire Agreement; Modifications . This Agreement constitutes the entire agreement of the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to the subject matter hereof. This Agreement may not be modified, amended or supplemented or otherwise changed, except by a written document executed by an authorized representative of each of the Parties hereto.

d. No Waiver of Rights and Breaches. No failure or delay of any Party in the exercise of any right given to such Party hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. The waiver by a Party of any default of any other Party hereunder shall not be deemed to be a waiver of any such subsequent default or other default of any Party.
e. Captions. Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement.

f. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and authorized assigns.

g. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of South Carolina and for all purposes governed by and construed in accordance with the laws of the State of South Carolina.

h. Construction of Agreement. Each Party acknowledges that it has participated in the negotiation of this Agreement and that no provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party hereto by any court or other governmental or judicial authority by reason of such Party having or deemed to have structured, dictated or drafted such provision.

i. Relationship of Parties. This Agreement shall neither be deemed nor construed to create a joint venture or partnership between Hincapie Events and Host, nor shall this Agreement be deemed or construed as making either Party the agent or representative of the other Party. Neither Party shall have the authority to bind the other Party in any respect.

j. Survival. Those covenants, acknowledgments, representations, agreements and obligations contained in Sections 8(a)(4), 8(a)(5), 8(a)(6)(g), 12-16, 17(b), 19-21, and 23- 26 of this Agreement shall survive the expiration and/or termination of this Agreement.

k. Compliance with Law, Rules and Regulations. The Parties agree to comply with all federal, state and local laws, ordinances, orders, rules and regulations applicable to the performance of their respective obligations under this Agreement, both now existing and as such may hereinafter be adopted.

1. Time of Essence. The Parties agree that time is of the essence in performing obligations under this Agreement.

23 m. Exhibits. The documents attached hereto as exhibits are incorporated by reference herein and made a part of this Agreement as if fully set forth herein.

n. Severability. The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, all of such provisions being inserted conditionally upon their being considered legally valid, and this Agreement shall be construed and performed in all respects as if such invalid or unenforceable provision(s) were omitted.

o. Further Assurances. The Parties agree to execute and deliver, or cause to be executed and delivered, such instruments and documents as either Party may reasonably request or require to carry out more effectively the purpose and intent of this Agreement.

p. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement.

q. No Third Party Beneficiaries . It is expressly understood that there are no third party beneficiaries to this Agreement, except for the Host Indemnified Parties and the Hincapie Events Parties.

[signature pages attached hereto]

24 IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Gran Fondo Hincapie City Participation Agreement on their respective behalf, all as of the day and year first above written.

HINCAPIE EVENTS :

HINCAPIE EVENTS , LLC
By:

Print Name:

Title:

EXHIBITS

A Event Operations General Overview and Host Obligations B Event Operations General Overview and Host Benefits
C Sponsorship
D Event Marks
E Host Marks

EXHIBIT A

Event Operations General Overview and
Host Obligations
As a partner of Hincapie Events for the Gran Fondo Hincapie Merced, Host is required to provide the support described in the attached excerpt from the proposal made by Hincapie Events to the City, in addition to the following:

RIDE OPERATIONS
POLICE SERVI CES- Local (city and/or county) police services and related costs including any formal traffic plans are the responsibility of the Host. In coordination with California Highway Patrol (CHP), CalTrans, as well as the Event's motor and road marshals and in conjunction with the local volunteer program, local police provide safe road closures, which may include fixed- post positions, traffic control, crowd control, enforcing no-parking zones and maintaining general public safety.

PUBLIC WORKS AND ROAD SERVICES - Local public works and road services are the responsibility of the Host. The City will absorb the cost for all services within the city limits.

These services are necessary to support police efforts to ensure road closures and the safety of the course. These services include:
• Detours and detour equipment
• Barricades
• Cones
• Printing/posting of 'No Parking' signs
• Removal/restoration and street repair

PERMIT SERVICES - All fees associated with city permits and permit requirements for the operation of the event are to be procured by the H ost venue on behalf of the Event. They include, but are not limited to:
•City and County permits for stages, tents, electrical, health, encroachment, sound and road closures Parking - both on and off the street
•Road closures and use - closure and use of roads for setup and racing (includes permits for construction of staging, tents, wiring and electrical, portable generators, power equipment and a fork lift)
• Special and ancillary events - pre-event and event day •Banners and signs - hanging and display of pre -event, event day advertising and sponsor banners •On-Site merchandise stands

EMT/EMS SERVICES – The Host is responsible for providing EMT/EMS services for the on the day of the Event. Placement of EMT/EMS services will be decided by the Event's technical director. At a minimum, services included will be: (1) On -Site Festival EMT/EMS team; (1) Rapid Response Vehicle EMT/EMS team; (1) Full Service Ambulance.

RESIDENT/BUSINESS NOTIFICATIONS -Host city is responsible for notifying residents and

businesses of the impact of the Event, including road closures, traffic advisories, etc.

Notifications should be bilingual, including an English and Spanish version.

PORT-O-LETS - Host city will secure port-o-let services or public restrooms during the day of the Event. The number of units and placement of the units will be mutually agreed upon by the host venue and the Event's technical director. Portable toilets to be guaranteed to arrive the night prior to the Event for the graveyard crews.

WASTE MANAGEMENT - Host city will provide waste management/trash removal services during and at the conclusion of the event. Necessary supplies and services include: trash containers, roll off containers, dumpsters, recycling containers and the crews to remove full containers of liners, and replace them with fresh liners. Also needed are crews to restore the venue to its original beauty, meaning removal of trash from streets, parking lots, parking garages, curbs, city property, county property and federal property. Street sweeping is recommended the day before the event and the evening after tear down.

EXHIBIT B
Event Operations General Overview and

Host Benefits

As a partner of Hincapie Events for the Gran Fondo Hincapie Merced, Host is entitled to receive the benefits described in the attached the proposal made by Hincapie Events to the City.

15 HOST CITY BENEFITS

16 The following is a list of benefits that Hincapie Events, LLC. will provide:
1 - EXCLUSIVE NAMING RIGHTS
The proposed event will be titled the “Gran Fondo
Hincapie – Merced”.

Gran Fondo Hincapie provides a valuable opportunity to gain exposure in the rapidly growing worldwide cycling community, create economic impact, and provide new experiences for local residents.

Beyond the positive economic impact of bringing riders from around the world to the Host City, each Gran Fondo Hincapie Host City will receive a package of benefits to assist with fundraising efforts, provide VIP experiences for key guests, and to promote/market the Host City/region to drive tourism.

17 HOST CITY BENEFITS (CON’T)
2 - FAMILY FESTIVAL AND EXPO
Booth Spaces
The Host City will receive 5 10x10 spaces for booths to help promote/build awareness of the city (CVB,
Chamber, Local Businesses, etc.).
● 10’x10’ spaces are valued at $500 each.
● Spaces can be set up for the day before the event
(Friday) and the day of the event (Saturday).
● All booth space must be approved by the Hincapie
Events, LLC. Event Director to ensure there are no
sponsor conflicts.

Live Stream
The Host City will have the opportunity to have up to a 30 second ad play multiple times on the event’s live
stream. This live stream will be shown from 7am-5pm
during the event day (Saturday) on the Festival Screen, Hincapie Events You Tube Channel, and Gran Fondo
Hincapie App.

Emcee Call Outs
The Host City will have the opportunity to have ads
announced by the event emcee over the public address
throughout the event day.

18 HOST CITY BENEFITS (CON’T)
3 - VIP EXPERIENCES
The Host City will receive 5 VIP Gold Packages (valued at $1,000 each) to be used as necessary. VIP Gold Packages Include:
(1) Gran Fondo Hincapie Ride Entry
(1) Gran Fondo Hincapie Event Kit (Jersey, Bib Short,
Vest, Socks, Arm Warmers, Knee Warmers, Gloves,
and Cycling Cap)
(1) Event Day VIP Parking Pass
(1) Event Day Ticket for VIP Breakfast with the Pros
Priority Start Corral with the Pros
Post Ride Massage
(2) Private VIP Lunch Passes
(2) Tickets to the Gran Fondo Hincapie After Party
Personal information for each VIP must be received by
the Event Director by the close of online registration.

Date TBD.

19 HOST CITY BENEFITS (CON’T)
4 - FRIDAY NIGHT DINNER WITH THE PROS
The Host City will receive 10 tickets valid for entry to the Friday Night Dinner with the Pros ($150/pp value).

Attendee names must be submitted to the Hincapie
Events, LLC. Event Director no later than one month prior to the event date.
5 - EVENT MERCHANDISE
The Host City will have the option to have its logo
featured on:
● The official Gran Fondo Hincapie Event Jersey.
● Jersey is included with all paid Gran Fondo Hincapie
Registrations.
● Gran Fondo Hincapie Event T-Shirt
● Gran Fondo Hincapie Volunteer T-Shirt
20 HOST CITY BENEFITS (CON’T)
6 - EVENT SIGNAGE AND RIDER GUIDE
The Host City will have the option to have the following:
(2) 8’x4’ Branded Fence Panels to be displayed in the
Start/Finish Corral
● Hincapie Events, LLC. is responsible for the costs
associated with printing and installation.
● The Host City is responsible for providing the design no later than 3-months prior to the event date.
(1) Full page ad in the Gran Fondo Hincapie Rider Guide ● Hincapie Events, LLC. is responsible for the costs
associated with printing.
● The Host City is responsible for providing the design no later than 3-months prior to the event date.

Templates and specifications to be provided by the
Hincapie Events, LLC. Event Director.
21 HOST CITY BENEFITS (CON’T)
7 - PUBLICITY AND MARKETING
Website
Dedicated link on the Gran Fondo Hincapie “Plan Your
Trip” page with opportunity to incorporate local partner logos, tourism information, etc.
● All partner logos and information are subject to
review by Hincapie Events, LLC to ensure there are no
sponsor conflicts.

Host City Logo on Partners Page
Option for links to local hotel partners on the “Plan Your Trip” page of the event website.

Social Media
Host City promotion through all Hincapie Event, LLC. and Hincapie Sportswear Inc. social media platforms
(Facebook, Instagram).
● Content and schedule to be mutually agreed upon by
the Host City and Hincapie Events, LLC.

E-Blasts
Host City promotion through Hincapie Events, LLC.

E-Blasts to potential registrants and current registrants. ● Content and schedule to be mutually agreed upon by
the Host City and Hincapie Events, LLC.

Press Releases
Host City named as an event partner in all event related press releases produced by Hincapie Events, LLC.

22 Gran Fondo Hincapie
11K Followers
George Hincapie
88K Followers
George Hincapie

95.5K Followers
Hincapie Sportswear

16.5K Followers

SOCIAL MEDIA
Hincapie Sportswear
12K Followers
An added advantage of partnering with Gran Fondo
Hincapie is access to social media channels with actively engaged followers: Gran Fondo Hincapie, Hincapie
Sportswear, and George Hincapie.
23 At Gran Fondo Hincapie, how we engage and support our host communities is just as important as the product we provide our participants. A healthy and engaged host community is vital to the long-term success of Gran Fondo Hincapie and the sport of cycling.

Community Participation
Gran Fondo Hincapie is an inclusive event. Whether on the bike or off, there are many ways that members of the Merced community and surrounding areas can be involved. Beyond opportunities to participate as a volunteer and attending the Family Festival and Expo, Gran Fondo Hincapie-Merced will also offer:

COMMUNITY ACTIVATION
Free Registrations for Junior Cyclists
Getting the younger members of our
community on bicycles is perhaps our biggest
passion! In an effort to grow the sport that has
given so much to us, we offer free registration
for all cyclists 18 years of age and younger. All a
junior participant needs to participate is a
bicycle and helmet!
Free Family Ride
In addition to ride distances of 80, 50, and 15-miles, Gran Fondo Hincapie-Merced will feature a Family Ride. This non-competitive event will offer families and friends the opportunity to ride any type of bicycle on a beginner friendly half mile loop around the Family Festival and Expo area.

The focus of this event will be on fun! Participants will be able to complete as many laps as they wish while they are showered with confetti at the start/finish and cheered by volunteers and the Gran Fondo Hincapie Team. Each participant will receive a finishers medal and an invitation to the Family Festival and Expo.
24 GIVING BACK
Giving Back
We believe that healthy communities are
built on coming together to help each other.

Central to our philosophy on engaging our
host communities are partnerships with local
non-profit organizations. With the help of key
decision makers in Merced, Gran Fondo
Hincapie will partner with local non-profits to
donate a portion of proceeds to.

GIVING
BACK

EXHIBIT C
Event Sponsors

Protected Categories (Exclusivity)
• Cycling Related Products including but not limited to bicycles, cycling apparel, cycling technical equipment / computers
• CBD (Cannabidiol)
• Non-Alcoholic beverages
• Nutrition | Recovery food and beverage mixes

The following categories will NOT be allowed for inclusion in the 2023 Gran Fondo Hincapie Merced:
• Any sponsor in violation of the Host’s obligation of neutrality under the California Fair Political Practices Commission
• Firearms
• Gaming/Gambling
• Pornography
• Spirits/Hard alcohol
• Tobacco

C

EXHIBIT D

Hincapie Events Marks

EXHIBIT E

Host Marks