HomeMy WebLinkAbout _ 9.2(c)--Host Venue Agreement with World Triathlon Corporation GI �" Y C� F
� � �- ' � ° � � i � CITY OF REDDING
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REPORT TO THE CITY COUNCIL
MEETING DATE: October 7, 2025 FROM: Steve Bade, Interim City
ITEM NO. 9.2(c) Manager
***APPROVED BY***
sbade@cityofredding.org
t��re a �, 7�t 14i�/242�
sbade@cityofredding.org
SUBJECT: 9.2(c)--Consider agreement with World Triathlon Corporation to host triathlon
events
Recommendation
Authorize and approve the following:
(1) Authorize the City Manager to negotiate a Host Venue Agreement (Agreement) with
World Triathlon Corporation to hold an event in the City of Redding in August 2026,
August 2027, and August 2028;
(2) Accept the Letter of Commitment of Financial Support for the duration of the Agreement
from Choose Redding;
(3) A�uthorize the City Manager to negotiate a Partnership Agreement with Choose Redding
and upon City Attorney approval, execute the Partnership Agreement; and
(4) Conditioned upon City Attorney approval, authorize the Mayor to execute the Host
Venue Agreement.
Fiscal Impact
The fiscal impact of the City of Redding (City) entering into a I�ost Venue Agreement
(Agreement) with World Triathlon Corporation (WTC) for a three-year term is unknown.
However, pursuant to the agreement, the host city is tasked to provide a number of support
services speci�ically identified in the Agreement's Exhibit C. We plan to coordinate efforts to
complete this additional work with Choose Redding tl�rough a Partnership Agreement and other
local agencies.
As a number of Ciry departments will be involved with the event, the City's associated cost to
host requires further detailed analysis by staf£ A complete event analysis and the projected
fiscal impact will be included with the mid-year budget amendments. It should be noted, based
on similar events held in other communities, it is projected that the sales tax and �ransient
oriented taxes generated from the event wi11 exeeed City staff costs assoeiated with event
operations.
Report to Redding City Council October2,2025
Re: 9.2(c)--Host Venue Agreement with World Triathlon Corporation Page 2
Choose Redding has committed financial support for the three-year term at a minimum of
$200,000 annually(see Commitment Letter attached).
Alternative Action
The City Council (Council) could choose not to authorize the agreement and provide staff with
alternate direction.
Background/Analysis
In September 2025, Choose Redding Lodging hosted a tour for representatives from World
Triathlon Corporation to gauge if the area surrounding the City would be a good location to host
an IRONMAN 70.3 branded endurance triathlon (Race). On September 18, 2025, Choose
Redding contacted the City to announce that WTC chose the Redding area for a three-year term
with the first event scheduled for August 2026 with subsequent events in August 2027 and
August 2028.
A draft agreement is currently being reviewed by staff that sets forth the expectations for both
parties —WTC and the City, which is identified as the host/lead entity. As stated above, the host
is tasked with a number of obligations that include support services; personnel; security;
facilities; event coordination; permitting assistance; communications; parking; and in-kind
services. Pursuant to the agreement, there are a number of tasks that are out of the City's
services, such as complimentary hotel rooms; ambulance and medical services; concessions;
infrastructure equipment for electricity and lighting; lavatories; shuttles; and volunteers. To
address these other services, staff is proposing to negotiate a third-party partnership agreement
with Choose Redding.
Beyond the City's and Choose Redding's commitments, staff has connected with Shasta County,
the California Department of Transportation, National Park Service, Redding Chamber of
Commerce and Visit Redding to introduce the event and gather initial support. To date, all
groups are generally supportive; willing to assist; and starting to analyze the impacts and
feasibility of the event.
Envit�onmental Review
This is not a project as defined under the California Environmental Quality Act, and no further
action is required.
Council Pr�iority/City Manager Goals
• Economic Development — "Facilitate and become a catalyst for economic development
in Redding to create jobs, retain current businesses and attract new ones, and encourage
investment in the eommunity."
Attachments
^Choose Redding -Letter of Commitment to Financial Support for WTC
DRAFT Host Venue Agreement WTC 2026-2028
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�„��'"�,�ert
September 30, 2�25
City of Redding
Steve Bade
'7'7'7 Cypress Avenue
Redding,CA 96001
Sub�ect: Letter afCommitment- Financial Support for WTC Three-Year
Contract
Dea r Steve,
On behalf of Choose Redding Lodging, this Ietter serves asour forrnaJ
commitrnent to prc�vide financial support to�ity of Redding in the �mount
ofTwo Hundred Thousand Dollars ($200,000) for the purpose of bringing WTC
to Redding under a three-year contract. Choose Redding is cammitted to
partner with the city and negotiate a third-party partnership agreement that
wili specific�lly delineate the obligations ofthe tasks/commitments in the Host
Venue Ag;reement. City of Redding is willing to sign the agreement between
the city and WTC will be conditioned u-pon the city ne�atiating � partnership
agreement with Choose Redding Lodging,
Choase Redding Lodging agrees to budget and annually alic�cate funds for
WTC for the duration afthe contract. ln recagnitian offuture cost increases;
this commitment will include an annual esc�lator af five percent (�%),with the
foilowing schedule of payments�
Year l: $200,000 Year 2: $210,000 Year 3: $2��,500
We are proud to bring this event to Redding and believe it will generate
significant economic and community benefits to our community.
Sincerel ;
���
�
Ed Rullman
Board Chair, Choose Redding Lodging
PO Box 491915,Redding,CA 96Q01 � (530)37.5-5595
L�tlrie t�ChoQseRecidin�.coHn
� HOST VENUE AGREEMENT
� IRONMAN�70.3�NORTHERN CALIFORNIA (2026-2028)
This Host Venue Agreement(this"Agreement")is made as of ,2025 (the"Effective Date"�by and
between WORLD TRIATHLON CORPORATION,a Florida corporation("WTC")and the host party indicated below
("HosY').WTC and Host are sometimes referred to herein individually as"Party"and coilectively as"Parties."
•' CITY OF REDDING
Address:777 Cypress Avenue,Redding,CA 96001
"''`°''�iU��':""''° . Attn:Steve Bade,Assistant City Manager
Email:sbade@cityofredding_or�
` Legal Notices Email:ALtorney@cityofredding,gQv
���������������� ��0�
����;��`���I.�c�i��t+��l�� `���\���\\\ REDDING,CALIFORNIA(the"Venue")
�,�
In each Race Year(defined below),WTC shali espo for operating,in and around the
Venue, an IRONMAN� 70.3�-branded en ance t n (comprising, subject to
���� � �����, �. cancellation of any part thereof due to c � ditions o r reasons,a 1.2-mile swim,
� �� 56-mile bicycle ride,and 13.1-mile ru the" ce"� and perfo certain administrative,
operational, and sales and marke ' function related thereto tive , and together
with the Race and any addition dded u r Item B-1(dl.an ').
° The official name of the Event will be � .3�NORTHE CALIFORNIA. WTC
,���i������'������� � may elect to add the name of a "title" sp and/or "presenting" sponsor to the official
��� ����lt:� � name of the Event .g,, "[Title Sponsor MAN� 70.3� NORTHERN CALIFORNIA,
'' presented by[Present nsor]").
,���....� �� �� �,..�
,� l�\oo
. The Race each year of th er ur on the fo ing applicable dates (each, a"Race
Date"):
"��� R�ce���at��s� � • 2026 Race Date:A us ,20
' �d g ace Date:Au 15,2027
2 ce Date:Aug 13,2028
���"``�"' reeme effective begin n the Effective Date,and will continue in effect until
��� Te�m c�f���������'��� :���� the � � that �� (30) days er the 2028 Event, unless this Agreement is sooner
- ,t�g�-��tii�t�t: '�� termin ����' ° � terms of this Agreement(the"Term").
������������, ,. espect ch Event, Host shall,under the terms of Exhibit A, pay WTC the amounts
sta Exhibi an"Annual Payment"�.
H�����•' . Host s timely vide to WTC (or, as the case may be, shall timely provide for WTCs
������''`��`'������ benefit) �e servi ces, equipment, value in-kind, personnel, and other items set forth in
������� ������'����� � Exhibit � llectively,the"Host Support Services") for each Event.
°����`��������` � ost sh ot grant or seli sponsorships,official designations,Expo space,or any other rights at
;::=}'��pc�'i�enr�a�r
nection with the Event to any third parties.
�e����al�;......
° �•� =°�°�'`��..���� � shall provide Host with a sponsorship benefits package (for use solely by Host) to
'�'�����,�������,����'�'''���` clude E�o booth space,signage (advertising only the Host) at certain locations along Che
Race course,placement of Host's logo on all public Event-related printed material produced
���� ������' ����� by WTC, and placement of Host's logo and Host's banner advertisements on the Event
Website.
: Should the Event include VIP/Hospitality packages, WTC shall provide Host with a
. ���������� ' '' hospitality package (for use solely by Host) to inciude twenty-five (25) compiimentary
��� ���������� ..�� sponsor hospitality passes for the EvenC for use by Host's employees and representatives,
. .���;���, which passes grant access to certain selective benefits at the Event(not ail Events may offer
a fuil suite of hospitality benefits).
HOST VENUE AGREEMENT- Page 2 of 21
\��\�����\������������: Additionally, WTC shall provide Host with ten (10) complimentary race entries (i.e., to
participate as an age-group athlete� for the Event for use by Host subject to the terms of this
Agreement.Each race entry is oniy for the specific race and specific year,and cannot be used for,
: or deferred for,entry in any other race or the designated race in a later year.
WTC reserves the right to deny the use by any specific individual(s) of any race entries or
; hos itali asses.
�" ��°��`� ��`��\\�°��� `�����`��� ""'� The following exhibits,attached hereto,contain additional terms of this Agreement: Exhibit D
����'�`�������`��������'` re ardin intellectual ro e ri hts ;and Exhibit E eneral terms.
� 9 9 � p p �J' 9 ) �9 )
The Parties have executed and delivered this Agreement as of the Effective Date.
WTC: HOST:
WORLD TRIATHLON CORPORATION CITY OF RE G
By:
���W
Name: SHANE FACTEAU Nam CK
Title:C00 Title:
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HOST VENUE AGREEMENT- Page 3 of 21
EXHIBIT A
Annual Pa,yments:
Wire Transfer Instructions
, � , ,
� � � ,�, , �, , , ,�
�� ,� �� �s
, �����
2026 $200,000.00 January 1,2026
2023 $Z10,OOQ,00 January 1,2027
2028 $220,500.00 January 1,2028
; �
��
�
Time is of the essence with respect to each such payment. Ail pay TC that ar �red or contempiated
under this Agreement must be made in immediately avai e U.S. dollars via the ing wire transfer
instructions:
Bank Name: Bank o ica
Routing Number: 0 3
Account Name: World Triath poration
Ac Number: 898052
de: BOFAUS3N
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CHOST T�Il\TSERT ���� ost' nformation:
Contact Na
Email addres
elephone nu er: '
'.�
WTC will not change pay � inst 'ons and/or b , ng details by e-mail communication. If Host
receives an e-mail from WT �"" � ,, ' or otherwise transfer funds, Host must confirm
the request �:.''� �� •respo instru y telephone with WTC before Host initiates any
transfer. P '& e co requ calling WTCs Accounts Receivable Department at [813) 327-
5613. will not be r ible f fu s wired to an incorrect account.
* * * * * *
HOST VENUE AGREEMENT- Page 4 of 21
EXHIBIT B
Event S�ecifics
B-1. General.
a. Authorization:Ownership.Host authorizes WTC to prepare and conduct an Event in and around
the Venue during each year of the Term (each,a"Race Year").WTC is and wiil be the owner of
each Event and nothing herein constitutes a license by WTC to Host or to any third party to
establish or operate any Event or Race.
b. Name. When referring to any Event, Host shall (and shal e r onable efforts to cause
relevant third parties to� at all times use such official na the Event (including mention of
the official title sponsor,if any,and the official presenti if any).
c. Event Chan�es. WTC may in its reasonable discre 'on, order t ove any Event,institute
changes in the implementation or structure of s en ,�rovide , ever,that no material
change may be made to any previously confir locatlon or venue(s� t the prior written
consent of both Parties.
d. Additional Races. WTC shall have the optio ond art of any or a vents, a WTG
owned SK Fun Run and/or a 5150TM,IRONKIDS RO GIRL�triathlon,duathlon,or run
contemporaneously(e.g.,during the same weeken the Race. WTC may create additional,
race-specific logos for any su ditional races con and such logos will be subject to the
same restrictions applicable to t Logo (as defin xhibit D) under this Agreement.
e. World Championship Entries. Wi resp���" ����� � tain eligible finishers of the Race,WTC wili
award non-transferable qualifyin lots f th pplicable IRONMAN 70.3 World
Championship " ampionship Slo "). e num ampionship Slots applicable to each
Race wiil be by WTC in it e discretio d may change each year.
B-2. Certain Obli of Host.
� >,
a. Host Su or �� °-e ic otherwise xpressly agreed to in this Agreement, Host shall
�� " e the Ho �or 's own cost. Host Support Services may be modified
time C in its rea,'" able discretion,provided that no such change (i) results
in any additi ost or expense to Host or(ii)requires Host to do anything Host is not
authorize , es not jurisdiction,to do or cause to be done.
Com liance wi w. In nnection with each Event and Host's performance of its obligations
der this Agree t,Host shall comply with all applicabie laws,rules,and regulations.
c. 0 �'� nai As ts. In order to facilitate proper and timely planning, implementing, and
cond o h Event by WTC,Host shali,and shali cause each of its representatives,agents,
and con s to, follow instructions, solely regarding Event-related operationai or technical
issues,fr WTC or any third party designated by WTC.
d. Intellectual Propert�of WTC. Except with respect to the Event Logo (the use of which by Host
being subject to Exhibit D), Host shall not, without WTCs prior written consent, use any
intellectual property rights of WTC,including without limitation the Ironman�,70.3�,Iron Giri�,
IRONKIDS�, Velothon�, Cape Epic�, 5150�, and Rock `n' Roll� marks and names, the "M-Dot"
logo, and the "K-Dot" logo. Host shall promptly inform WTC of any possible misuse or
infringement by any person or entity of the Event Logo or any other intellectual property of WTC.
HOST VENUE AGREEMENT- Page 5 of 21
e. Information Updates. Host shail,upon request from WTC,promptly inform WTC as to the status
of the performance of Host's obligations hereunder,including without limitation regarding the
Host Support Services.
f. Representations. Host covenants that each of the representations and warranties made by Host
in Item E-2 will be true and complete at all times during the Term.
g. Unauthorized Drones. During the Event, Host shall make commercially reasonable efforts to
prohibit the use of drones in and around the Race course by third parties that have not been
approved by WTC.
B-3. Certain Obligations of WTC.Subject to the terms of this Agreement,a respect to each Event:
a. �erations,Equipment,and Personnel. Except to the exte ired to be provided or obtained
by Host as part of the Host Support Services, or as erwise required under this
Agreement,WTC shail provide for(or cause to be pro d)ail R ated equipment,supplies,
personnel (including volunteers and a local Ra ir or), trai f personnel (including
volunteers),Race manuals/programs,Race co eterminati design,Race course
set-up and tear-down, online and on-site at e registration and check elcome functions,
award ceremonies, procurement of faci ' facility coration, and all hnical and
operational aspects of the Race.WTC that e Event use Race ti ,registration,
photography, or other services provided by r o affiliates, de nees, or service
providers.
b. Exno. WTC shall provide for ti-day vendor exp at each Event (the "Expo"), which
Expo may be referred to as the N Village"or ot e hosen by WTC. At the Expo,
WTC (or its designee) may sell i ANo-brand any other) merchandise and
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services,and,to the extent approv in wr .'� ,TC,Eve ponsors and other Expo vendors
may sell or otherwise distribute ot r m � `a � '� rvices. Except as may otherwise be
required by a e law,Host sha arge or s any fee,tax,surcharge,or other cost
to or on a tractor,or an ther party i connection with the Expo,or any athlete
entry fe onsorsh r any other a ct of the Event.
c. Website� roa ts. WTC shail p e and maintain the official website that markets
the Event (th 'nclu ' a live global streaming webcast of the Race. WTC
in the to a d audiovisual works in connection with each Event,
inc t not d to, television broadcast or cablecast (live or tape-delay), radio
broadcas net b st (audio or video), videotaping, fiiming, and photography, ail of
which, as b n WT ost, is the sole property of WTC and will not be reproduced,
remarketed, o herwise Istributed or publicly displayed by Host without the written
ermission of WTC ay,in its sole discretion,grant or license any or all of these rights to
d parties or t ost.
B-4. Official An eme Promotions b Host.
a. Host We . Host,on its website,shall prominently advertise the Event and the fact that Host
is hosti the Event, and at all times during the Term shall prominentiy display a link, on its
website,to the Event Website.
b. Announcements. Host shail not make any public announcements of a marketing or promotional
nature(whether in writing,orally,via the Internet,or otherwise) of any Event without the prior
written consent of WTC in each instance (which consent will not be unreasonably withheld),
except that no such consent will be required to the extent such announcements are required of
Host as part of the Host Support Services (or otherwise required of Host under the terms of this
Agreement),or that:
i. are entirely administrative in nature, such as announcements informing the public
HOST VENUE AGREEMENT- Page 6 of 21
regarding operational logistics or pubiic safety matters(e.g.,road closures,Event dates,
Venue access);
ii. include only information in the public domain;and
iii. are not for purposes of marketing or promotion.
c. Other Matters. Host shali not use the Event,any marketing opportunity related thereto or arising
out of the Event, or the like,for any purpose other than to promote the Venue in a positive and
universally appealing manner. To the extent Host is not prohibited by law from doing so, Host
shall not permit any political statements,political campaign prop anda,or the like to be made
(or made available) at the Event, or otherwise to be associated ported to be associated),
whether directly or indirectly,with the Event or the marketi ereo .
* * * * * *
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HOST VENUE AGREEMENT- Page 7 of 21
EXHIBIT C
Host Su��ort Services
With respect to each Event,and at no cost to WTC Host shail,as the case may be,do,obtain,or provide(or cause
to be done,obtained,or provided)the foilowing:
C-1. Annrovals&Permits. Host shall ensure that,at no cost to WTC,WTC timely receives ali governmental,
regulatory, and third-party approvals, permits, access rights, busines nses, consents, ordinance
exemptions, commitments,and licenses necessary or useful in conne wi performance by Host or
WTC of this Agreement,including without limitation the conductin e Event,the Race,and the Expo,
closures of roadways,use of amplified sound and music by WTC' ion with the Event,and Host's
provision of the Host Support Services(collectively,the"Appr s& ' s"). Host shall ensure that,
180 days prior to the Event,all Approvals&Permits with r sp to the re obtained,and that all
Approvals &Permits will remain in effect for and durin e ; in each no cost to WTC (e.g.,
no charges for site fees,access fees,rental fees,ciosur s,licensee fees,appiica ees,environmentai
impact fees,permit fees,etc.).
C-2. Ambulance Services. Host shall secure value-in-ki vide EMS transport rvices for each
Event. Host shall ensure that ambulances will be distri tegic lly at the Venue,transition area,
celebration areas,along the Race route,and the Event medi a.Host shali ensure that dedicated EMS
units wiil be on hand to respond to e ency transport nee the general public on the day of the
Event.
C-3. Coordination of Welcome Ex erience H .With resp to all official Event/Host hotels
Host shali:
a. Coordinate vent/Host hot Irlllllltllners&h ing services for the Events
b. Conduct vent g with hotel ff to understand demographic of guests
c. Coord' elcome s ge onsite
d. Coor inat t-bran d key cards with tel partners
e. Be responsib Ev ation inve ry at each official Event/Host hotel
f. '�ate all a o ' '` housing service for the Event
C-4. dination o 'ar ace.Host wiil provide good and efficient locations for auxiiiary work
ce.Host shall su e nece kspace for the foilowing Event needs and functions:
VIP function sp
b. ' tory celebrati rea(Finish Area)
c. conference edia and business center
d. M rooms
e. Exec o ooms
f. Paved a operations,logistics,shipping,and receiving
g. Secured rehouse and storage space
C-5. Concessions.If WTC requests,Host shall make arrangements to provide food and beverage concessions
for the Event, in which case Host shall retain ail revenue from such requested food and beverage
concessions.
C-6. Command Post Coordination. Host, at no cost to WTC, shall ensure a special command post will be
temporarily installed on the site or at a satellite location,bringing together all three emergency services
(police,fire,and ambulance),private security,volunteer security personnel,and communications.
C-7. Complimentary Hotel Rooms. Host shall provide (or cause to be provided) to WTC 30 complimentary
HOST VENUE AGREEMENT- Page 8 of 21
hotel room nights prior to each Event week and 150 complimentary hotel room nights during Event week
at the official Event/Host hotel(s). All such hotels must be within a mutually agreed upon distance and
proximiry to Event venues. Host shall also assist WTC with the coordination of local hotels and other
entities to facilitate arrangements for local accommodations,travel,and tourist activities.
C-8. Economic Impact Studies.To the extent the Parties agree that an economic impact study of the Event is
necessary,Host shall be responsible for covering the cost of an economic impact study.As necessary to
facilitate each study,WTC shail provide certain aggregate demographic and registration information(i.e.,
no personal data or contact information).WTC and Host will mutually agree upon the scope of each study
and will work together to arrange for such study to be conducted.The report following such study shall
be provided to WTC within sixty(60) days of each Event.
C-9. Electrical Services&Equipment.Host shall provide a special event ricity stem(which shall meet
the specific demands of each Event) and ultra-quiet generators tellites and special Event sites
including,but not limited to,all medical emergency areas and th s ost shall cause power hook-
ups to be provided by certified technicians under the applicab onstru odes and regulations.
C-10. Event Lightin�To the extent lighting is already prese enue and avai or use by Host,Host
shail supply lighting for the Venue areas such as the t sition area,swim,bike,a courses,medicai,
and the finish area.To the extent such lighting is ready pr ent at such sites o ailable for
use by Host,any additional lighting required sh lied at cost of Host.
C-11. Host Management Team.With respect to each Event,Ho provide(and provide fair compensation
to)a professional management team ho will be responsib a)working with WTC to organize and
finalize the details of each Event, and suring a high leve 'ty Event for WTCs operations and
staff and to Event participants and their riends,and spe
��,,,.
C-12. Internet Service. Host shall provide hig pee .service all WTC workspaces (including,
without Iimitation,ali VIP areas,media area xpo a , ising tents,athiete viilage areas,the
transition area, and t / swim areas) pon W equest, Host shall provide high speed
internet for WTC's oductions of Event (the ecifications of such internet shail be in
accordance with industry dards for tele ed world-ciass sporting events).
C-13. Lavatories.Host sh �" ply t ecessary lavato for the Event needs and functions.
r .e��..,..
C-14. Law t Ser � Host s ponsible for ail costs associated with providing law
en '°'88� en el an 'ces required for public safety and enforcement of traffic control plans
ughout the ost sh rdinate with local and regional police services (including without
'tation,the Shast ty She artment,California State Troopers,Redding Park Rangers,and
g City Police)to re adeq e staffing and effective coverage of ail Event areas,inciuding roads,
ven d crowd zone
C-15. Lead A Host shall rve as the "lead agency" to support the operational activities of the Event,
including b limit o facility and venue acquisition, permitting, police and emergency services
acquisition, pa uisition, communications acquisition, local accommodations, travel, volunteer
recruitment,me ublic awareness,and advocacy.
C-16. Media Covera�e. Host shall promote the Event in Host's owned media inciuding coverage using its
website,printed materials,frequent social media posts,and emails to its subscribers.
C-17. Medical Professionals.WTC shall provide its officiai medical plan to Host and shail provide a reasonable
opportunity for Host to review and comment on the official medical plan prior to execution of this
Agreement. Host shall provide a team of inedical professionals, including a Medical Director, who wili
coordinate and implement WTC's official medical plan.Host acknowiedges that an Event medicai team of
no less than 30 licensed medicai professionals will be required for the Event.
HOST VENUE AGREEMENT- Page 9 of 21
C-18. No Construction.Host shall use its best efforts to ensure that no structural,engineering,beautification,
or other works occur that could in any way interfere with the Race or any other aspect of the Event.
C-19. �erations Support Staff.Host shall arrange and/or subcontract for sufficient manpower to adequately
assist WTC with operations for the Event (e.g.,including but not limited to,the set up/take down of all
Event venues,Race courses,finish line and celebration areas,banquet faciiities,Expo space,and anciilary
functions) (the"Operations Support Staff').The Operations Support Staff shall report directly to WTC's
Race Director.Host shall cover all costs associated with locating and hiring the Operations Support Staff,
including without limitation,all payments and benefits.
C-20. Parkin�. Host shali provide(or cause to be provided)sateliite parking lots with parking lot attendants)
outside of the operations perimeter.
C-21. Participant and Spectator-Facing Venues.Host shail provide v or the Event which shall consist
of a large, centralized area for the transition area(s), swim ' a routes, finish line, athlete
recovery area,concessions,parking,VIP hospitality,merchan sales,a ctator viewing.Host shail
also provide adequate space to accommodate athlete k-i consum o, merchandise sales,
secured warehouse/storage space and parking.Host ac es that certai ' 'ties will be required
from the Tuesday before each Race until the Monday' mediately following each
C-22. Partnership Meeting Snace. Host shall provi c ' entary vention area sp or such other
adequate meeting space) during Event week as requir WT TC's partnersh' meetings.
C-23. Public Grants and Support.Host sh I use best efforts to r blic grants and support for the Event.
Host shall be entitled to keep any an onsorship fees, gr inancial support, or subventions of
any nature whatsoever from or paid t the federal go en any state government, any
municipal government, government boa g t institution, vernment firm relative to the
Event.
C-24. Race Course Exclusiv'�� • Condition.Hos ensure t roads,waterways,and ail other public
spaces to be used f P "' e closed to th ublic (to th xtent such closure(s) are possible,but at
a minimum, Hos all restri °' ess to all roa waterways,and other public spaces to the best of its
ability)durin (and fo easonabie peri be ore and after the Race)and are made exciusively
available to WTC d " such uuu uu ods. Host shall e re that all Race routes within Venue limits are in
good condition during v �ri r
m:.�.� ;���
n
� C-25. Re "� � s. Ho � Il create an disburse resident notifications (to be pre-approved by
).Such notifi shall t to residents and businesses in areas impacted by the Event and the
route and shali unicat appiicable road closures,traffic advisories,and impacts during
t nt week and on ace Da
C-26. Secur vices.Host 1 provide security services and a sufficient number of security guards for all
Event are m the tim at Event operations start until Event operations are complete.
<
��Il ,
C-27. Shuttle Servi IIIII `u shall provide (or cause to be provided) dedicated Race day shuttie buses to
transport athiete. "; spectators in and around the Venue.
C-28. Street Cleanin�.Host shail be responsible for sweeping and cieaning up ail streets and other areas prior
to and after each Event.
C-29. Swim Course Ingress/E�ress. Host shall ensure safe and adequate ingress and egress for the swim
portion of the Race.This includes access points that accommodate athlete entry and exit,crowd control,
and emergency response accessibility.
C-30. Swim Site Access Fees and Permittin�.Host shall pay and/or waive all access fees in connection with
the swim portion of the Event including,without limitation,all site fees,visitor fees,park rentals,and all
other fees related to user or access to the swim area facilities and amenities within the Venue.
HOST VENUE AGREEMENT- Page 10 of 21
C-31. Terrorism and Counterterrorism Measures. To the extent such measures are required by law or to
the extent such measures are deemed necessary by locai Iaw enforcement(e.g.,for the safety of the Event
participants and spectators), Host shall be responsible for any and all costs for counterterrorism
measures required in connection with the Event,including,without limitation,anti-terrorism personnei,
equipment(e.g.,suppression vehicies,jersey barriers,surveiilance,etc.),and services.
C-32. Traf�c Control Services and Devices.Host shali provide ali traffic control services and devices for each
Event (including, without limitation, all personnel, devices, engineering diagrams, variable message
boards,barricades,cones for traffic control,special event traffic signage,parking signs,temporary traffic
light systems,traffic control vehicles equipped with yellow arrows,and p ns to assure maximum road
safety in partnership with locai and regionai police services).
C-33. Volunteer Director.Host shall designate an individual to serve a lunteer director for each Event
(the "Volunteer Director"), who will be responsible for m in nteer operations, including
recruitment,scheduling,and on-site coordination.
C-34. Volunteer Recruitment. Host shall be responsibl isting WTC the recruitment of
approximately 1,000 experienced Event volunteers pport the Event.Volunt all participate in
a range of roles throughout the duration of the includi but not limited t perations,
athiete services,venue setup,and general supp ns.
C-35. Waste Management Service. Host shall maintain and a clean environment at all times on its
properties.Adjustments will be put i lace by Host in acco e with the special needs of each Event.
Recycle containers, garbage units, 1 nits for disposal, ortation, and manpower will be
provided by Host. Host shall cause all t d at participan ati ns within Venue limits to be
removed by Host's waste management se ic .
C-36. Water (Drinking) Su�lv. Host shall p ide s ccess to inking water for the Event (as
determined by WTC at WTCs sole and abso e dis i '*°
C-37. Water Safety Pers @°����u d ' ui ment.Ho shall be res nsible for any and all costs to provide all
water safety per el and e ent necessar r the safe operation of the swim course.This includes,
without limit uards, dleboards,kay ,p rsonal watercraft(PWCs),motorized boats,and
��:� any required tents ing �'. s. Host shall be costs associated with water safety staffing and
assets. i"°" �
,a� ����� ,�. �
C-38. W °'e�'' e _ ��� rvice t,in consultation with WTC,shall provide(or cause to be provided� all
'��"" come Banque " es for vent's Welcome Banquet(e.g.,including,but not limited to,venues,
rtainment, view eas an g, equipment, food, drinks, etc.). Host shall use best efforts to
e that ali Event g have a morabie Welcome Banquet experience (and that such experience
sha ommensurate the elcome Banquet experience provided at other similar IRONMAN�-
brand nts.
!p..;,
C-39. Year-Roun ehou pace. Host shall provide approximately 10ft x 20ft of warehouse space year-
round as neces use Event equipment.
* * * * * *
HOST VENUE AGREEMENT- Page 11 of 21
EXHIBIT D
Intellectual Property Rights
D-1. Grant of Limited Rights. Subject to the terms of this Agreement,WTC hereby grants to Host the limited,
non-assignabie,non-sublicensable,non-exclusive license to use,during the Term,the Event Logo(as defined
in Exhibit D-1) in ail reasonable forms of advertising and marketing, but only to the extent related to
promotion of the Events, and subject in each instance to WTC's prior written approvai, which wili not be
unreasonably withheld. All uses of the Event Logo by Host must comply w' e Trademark Standards &
Usage Guidelines set forth in Exhibit D-1.
D-2. No Use on Products. Host shail not use,and shall not authorize,i" ermit any third party to use,
the Event Logo on or in connection with any products,merchandi uven other goods or services,in
each instance unless pre-approved by WTC in writing.
D-3. Ownership: Goodwill. Host acknowledges that WTC ' e owner of the Event and Host shall not
register, or apply to register,the Event Logo, any serv' ark,tra mark,or domain that is similar in
any manner to,or that incorporates,the Event Logo,an 's other t emarks or other i ual property,
or any mark with the word"IRON,"or any equivalent ter rase' language. All g will and rights
accruing or arising under the Event Logo,or in any copyrigh r int liectual property of WTC used in
connection with this Agreement or any Event,enures solely to efit of WTC.
*
��.��,
8�.�;.
O.p..
.uu0 0 OYY�Y
HOST VENUE AGREEMENT- Page 12 of 21
EXHIBIT D-1
Trademark Standards &Usage Guidelines: Event- Specific Logo
Sample Event Logo
Each Event wili feature one or more IRONMAN 70.3�-branded logos customized
by WTC for such Event (each, an °Event Logo"). WTC will design, create, and
provide each Event Logo. The following is an example of an event logo�rom a ��� �
different event: y �'����,��
� ' ��v._.. .�--��.
WTC may elect to,from time to time,modify the Event Logo by adding the name
of a"title"sponsor or"presenting"sponsor to such logo.
General
The Event Logo must be used consistently and not altered. Modifi ati ,variati nd incorrect uses of any
Event Logo dilute the IRONMAN�brand and create consumer c ' n, nd are th e not permitted. You
play a vitai role in protecting the integrity of WTCs inteile ai pro erty, such as vent Logo. Please
familiarize yourself with the following TRADEMARK STANDARD SAGE GUIDELINES,which you quired to follow
when using any Event Logo in connection with any Event
Pre-A�proval Requirement
Without exception,all proposed uses of the Event Logo must be su d to WTC for review PRIOR TO
USAGE. All approval requests for use of any ,,ent Logo must be su ed, along with a high resolution PDF
image of the proposed use,to a rovals a ironm ° ° for review by W ase aliow at Ieast ten(10�business
davs for ail approval requests to be answered.A use or item s hat is not approved by WTC
in writing within fifteen(15) days shall be deeme isa
Trademark Ownership&Required Notice °����`-������
Each Event Logo is,and shall property of . Any and al ghts to,in,and under the Event Logo,or
any copyright or other inte tual p of WTC,sha enure solely to the benefit of WTC.
Notice must be given public t World Triathl Corporation claims ownership of the Event Logo.
Therefore,the followi 1 tice m clearly appear,1 maller than 6-point size typeface, on all of your
printed materials,products, ' es, ther items o hich any Event Logo is used:
me�,
I nd 70. regis marks of World Triathlon Corporation.
sed herein y permission.
Other irements
Each use st of the Event L ust:
• Be and directly ed to performing Host's obligations, or exercising its rights, under this
Agree
• Not be o merchan e or services for sale or distribution (except to the extent expressly and
specifically ized his Agreement or separate written agreement with WTC);
• Not constitute e transfer or assignment of the License or sub-license of any Event Logo;and
• Not have anythin bedded in, added to, or superimposed on the Event Logo, or have any colors or
color scheme dif ent than that approved by WTC.
General
Do not use "iron" (or any foreign translation thereof� as a prefix for, or component of, any words - whether
displayed as one word(e.g.,"ironwoman","ironfamily",or"ironmate"),as two separate words(e.g.,"iron woman",
"iron family", or "iron mate"), or as a hyphenated word (e.g., "iron-woman", "iron-family", or "iron-mate").
(Exceptions include IRONMAN�,IRONKIDS�,and IRON GIRL�,ail of which are trademarks owned by WTC.)
Please adhere to the following regardin�use of the terms"IRONMAN�"and"IRONMAN�70.3�":
• IRONMANo must be a single word,never hyphenated,and never capitalized as"IronMan".
• IRONMANo and 70.3�must be two (2) separate words separated by no more and no less than one (1)
HOST VENUE AGREEMENT- Page 13 of 21
character space.
• IRONMAN�is a brand name-an identifier of a specific source of goods and services. It is not an indicator
of distance. "IRONMAN"must never be used as a standalone term or to denote distance. (e.g.,never as
"Ironman distance"or"Iron distance"�.
• IRONMAN�70.3�is a brand name- an identifier of a specific source of goods and services. It is not an
indicator of distance. "IRONMAN"must never be used as a standalone term or to denote distance. (e.g.,
never as"haif ironman","haif ironman distance",or"half iron distance").
• 70.3�is a brand name-an identifier of a specific source of goods and services. It is not an indicator of
distance."70.3"must never be used as a standalone term to denote distance. (e.g.,never as"70.3 miles")
• IRONMAN�should never be abbreviated as"IM."
• IRONMANo 70.3�should never be abbreviated as"IM70.3."
• Stand-alone references to"an IRONMAN"or"a 70.3"are improper. Piea riathlon"to such phrases
(e.g.,"an IRONMAN�70.3�triathlon").
Please adhere to the followin re ardin use of the terms"IRONKI '
• IRONKIDSOO must be a single word, never hyphenated, and nKids" ays capital letter "I" and
capital letter"K"when used in title case.
• IRONKIDS�is a brand name-an identifier of a specifi rce o 'goods and serv t is not an indicator
of distance. "IRONKIDS"must never be used as a dalone te m or to denote di . ( .,never as
"IronKids distance").
• IRONKIDSOO should never be abbreviated as"IK."
• Stand-alone references to "an IRONKIDS"are improper. add"dip `n' dash" or"fun run" or other
applicable word to such phrase(e.g.," n IRONKIDS�fun ru
" ���::'.�,�„
* *
���.
.���
HOST VENUE AGREEMENT- Page 14 of 21
EXHIBIT E
General Terms
E-1. Financial Matters.
a. Annual Payments.With respect to each Event,Host shall pay to WTC the Annuai Payment under
the terms of Exhibit A.
b. �onsorship &Expo Vendor Referrals. Host shall comply with the Sponsorship &Expo Vendor
Referrais terms outlined in the table on Page 1.
c. Taxes. The Annual Payment(s)set forth in Exhibit A are ex ve of taxes or fees,which are the
responsibility of Host. All taxes and fees (including wi 'tations any foreign taxes and
fees (e.g., sales tax, HST,VAT)) shall be borne by Ho d sha pplied in accordance with
the then appiicable tax laws for each respective st e,p vince,co or otherwise.
d. Entrv Fees:Other Revenues. Except as may herwise expressly spe in this Agreement,
WTC shail be entitled to receive and retai vent/Ra e entry fees,and er r venues and
value in-kind in connection with the 'ncludin ithout limitation enues from
merchandise sales,sponsorships,hospitality s,VIP s,exposition bo sales,product
licenses,television licenses,and photograph sa
e. Costs. To the extent Host do t timely provide an tion of the Host Support Services (as
defined below),then, upon wr uest from WTC, hall,within thirty (30� days after
delivery of such notice to Host,r TC to the exte ncurs,or will incur,any costs
to obtain or provide any such t rvices not vided by Host. Such right of
reimbursement does not limit WT reme ' e o Host failing to provide any of the
Host Support Se 'ces.
£ Costs of tional Measures. ould local and/or governmental authorities determine
that e �'; d securit��° �asures are nec ary and must be implemented surrounding the Event,
and s ou� meas s have addition ts associated with them, the Parties will work
together to d1 a r and appro ate ailocation of expenses to cover such costs.
E-2.Re res arran Each Party �esents and warrants that:
a. It has the ' ht an uthority to enter into and fully perform this Agreement in
accordance w e terms conditions contained herein;
b. is Agreement legal,valid,and binding obligation of such entity,enforceable against such
in accorda with its terms;and
c. Neith e tion,delivery,nor performance of this Agreement by it violates or will violate
or caus ach of any other agreements or obligations to which it is a party or to which it is
bound, a no approval, consent, notice, or other action by or to any third party or any
commisslon, board, or other governmental authority or agency (collectively, "Authorities") is
required in connection with the execution,delivery,or performance of this Agreement(except,
with respect to WTC, certain permits, approvals, consents, notices, and other actions by
Authorities may be required in connection with performance by WTC of this Agreement).
E-3.Business Partner Code of Conduct.In performing its obligations under this Agreement,Host covenants to
comply with WTC's Business Partner Code of Conduct ("Partner Code"), as amended by WTC from time to
time, available at https://legal.ironman.com/Partner-Code. Host acknowledges WTCs right to monitor
compliance with the standards and requirements set forth in the Partner Code,and agrees to provide written
responses to queries and,to the extent necessary,to grant reasonable access to relevant documentation to
HOST VENUE AGREEMENT- Page 15 of 21
the extent required to monitor compliance with the Partner Code.To the extent there is a conflict between
the terms of this Agreement and the Partner Code,the terms of the Agreement shall prevail.
E-4.Ambush Marketin�.
a. "Ambush Marketing" means selling (e.g., including, but not limited to, sponsorship,
merchandise, vendor space), advertising, or marketing, by any third party that is not a WTC-
authorized sponsor,merchandiser,and/or vendor of the Event,where such selling,advertising,
or marketing (i) is in connection with, or in proximity to, the Event, or (ii) otherwise has the
effect of exploiting the goodwill of the Event and/or gaining market exposure by way of intrusive
and/or associative marketing practices.
b. Host shall not cause,engage in,or permit any Ambush Mark ,and, xcept to the extent Host
is prohibited by law from doing so,Host shall prevent and mbush Marketing at,near,or in
connection with the Event,including without limitatio
i. causing its employees and agents to pr tl eport, t and the proper Host
authorities,any marketing or activity y appearing t mbush Marketing;
ii. ensuring, prior to and during t nt, that e Event perimete other key
advertising locations under t control not carry any f of temporary
advertising or promotional material r t nt,except as be approved in
writing by WTC (in WTCs sole discretio
iii. using, invoking, and 'ng Host's powers tect all trademarks and copyrights
associated with the Ev
iv. preventing the distributi of pro } u��u" les, pre ums,promotional literature and
other commercial and n -co r s within the established Event
peri adjacent to the ° site,exce ere expressly authorized by WTC;
v. sing all s e and other sical items of Ambush Marketing to be taken down,
, remo , and/or con te immediately by Host or, if applicable, law
en ent ' onttnel;and
8 tl�..e..��.w.�
��� ' oopera ith t Ambush Marketing,as may reasonably be requested
TC.
E-5.T ation.
ubject to Item b : If ther Party breaches a material provision of this Agreement,the non-
ching Party terminate this Agreement upon thirty(30)days'written notice to the other
which no must include a description of such breach) if, during such thirty (30) day
per lowi eceipt of such notice,the breaching Party fails to cure such breach.
b. Notwith ing anything to the contrary herein, WTC may immediately terminate this
Agreem .
i. at any time if WTC gives written notice to Host that WTC has determined, in its
reasonable judgment,that an Event is unlikely to occur or be sufficiently profitable to
WTC whether due to: (A) revocation or cancellation of, or failure to timely obtain,any
of the Approvais&Permits (as defined in Exhibit C); (B) an insufficient number of paid
entries or sponsorships received; or (C) any condition with respect to the Venue that
could jeopardize the practicability of conducting the Race as pianned, or that couid
create a safety risk for any Race participants or other Event visitors;
HOST VENUE AGREEMENT- Page 16 of 21
ii. if Host files,or in good faith has filed against it,a petition in bankruptcy,or is adjudicated
bankrupt or insoivent, or makes an assignment for the benefit of creditors, or an
arrangement pursuant to any bankruptcy law; or
iii. if Host causes,engages in,or permits any Ambush Marketing.
c. Effects of Termination•Survival.
i. Expiration or termination of this Agreement for any reason will not relieve either Party
from its obligation to perform under this Agreement to the extent such performance is due
prior to the effective time of such termination.
ii. If this Agreement is terminated by WTC under th ms o tem E-5(al or Item E-5
b ii , ali unpaid Annual Payment amounts wil mediately due and payable to
WTC.
iii. Each Party reserves all other rights and e hereun d otherwise permitted
by law that have accrued prior to the 'me of such e 'on or termination.
iv. Ali rights and obligations und is Agree ent that arose d prior to
termination or expiration of t ent, an at, by their natu ould survive
any such termination or expiration, ure' a such termina ' n or expiration,
including without limitation the rights a gations set forth in Item E-1 (Financial
Matters Item E-7 nfidentialit Item clusivit Item E-9 Indemnification•
General Limitation o 'li • Li uidated Da Item E-11 Assi nment• Bindin
Effect Item E-12 Re � of the Parties E- 3 urisdiction and Dis ute
Resolution Item E-1 Remedies E-15 Notices Item E-16
Enforcement of A reeme Ite o Oral or lied Waivers or Modifications
Item E-18 Entire A reeme an retation .
E-6.Force Majeure. In the Party is prev ted from pe orming any of its obligations under this
Agreement by reaso ny even ide of such Pa 's control,inciuding,without limitation,fire,weather,
unsafe conditions explos , flood, landsli e 'demic, acts of nature, war, terrorism, or other
hostilities, strike, civil � � ,otion,`" ���� mestic or foreig vernmental acts, orders, or regulations ("Force
Majeure Event'),then su , ° Part ring the duration of such Force Majeure Event,and
for a reas ° ° °''°' therea iil be s' In the case of cancellation of an Event due to a Force
Majeur n , agre otiate a date to reschedule such Event if practicable.If such canceled
Eve nnot reasona esche or relocated within the Venue,neither Party shall be deemed to be
i of this Agreem lely be such cancellation.Neither any such cancellation,rescheduling,
r re ' n,nor the inabil resche e or relocate,wili,by itself,cause this Agreement to terminate. For
purpos is Agreement, her t cancellation by WTC of any leg of the Race (e.g.,the swim leg), nor
the modifi of the Race ( ,distances,routes,etc.),will be deemed to be a cancellation of the Event.
E-7.Con�dentialitv.
a. During t rm and the 36-month period thereafter,each Party(the"Receiving Party") shall,
other th as provided herein, keep confidential and not use or disclose, directly or indirectly,
any of the terms of this Agreement, any trade secrets, confidential, or proprietary information,
or any other knowledge,information,documents,or materials,owned,developed,or possessed
by the other Party, whether in tangible or intangible form (coliectively, "Con�dential
Information").
b. Confidential Information does not include any information that the Receiving Party conclusively
establishes: (i) entered the public domain without Receiving Party's breach of any obligation
owed to the disclosing Party; (ii) became known to the Receiving Party prior to the disclosing
Party's disclosure of such information to such Receiving Party; (iii) is permitted to be disclosed
by the prior written consent of the disclosing Party; (iv) became known to the Receiving Party
HOST VENUE AGREEMENT- Page 17 of 21
from a source other than the disclosing Party, other than by breach of any obligation of
confidentiality owed to the disclosing Party; or (v� was independently developed by the
Receiving Party without breach of this Agreement.
c. The Receiving Party shail take ali lawful measures to prevent the unauthorized use and
disclosure of Confidential Information, and to prevent unauthorized persons or entities from
obtaining or using Confidential Information. The Receiving Party shall refrain from directly or
indirectly taking any action that would constitute or facilitate the unauthorized use or disclosure
of Confidentiai Information.
d. The Receiving Party may disciose Confidential Information to its fficers and employees to the
extent necessary to enable the Receiving Party to perform its o ' ns hereunder,but only if
such officers and employees shali have entered into approp ' confi 'entiality agreements for
secrecy and nonuse of Confidentiai Information which terms shall be enforceable by
injunctive reiief by the disciosing Party. The Receiving y e Iiabie for any unauthorized
use and disclosure of Confidential Information by an its offic employees.
e. The Receiving Party may disclose the terms reement to attorneys and other
professional advisors who have a professio duty to the Receiving Pa keep confidential
such information or(ii)a third party that ntered i a reasonably sta fidentiality
agreement with the Receiving Party th p ' s such d party from disc g such terms,
where such third party requires to review this m o urposes of eva ting a proposed
(A) purchase by such third party of assets of or interests in the Receiving Party or (B)
financing transaction involvi the borrowing of fu establishing a credit facility or other
financing arrangement,in eac where Receiving ould be the borrower or guarantor
of such debt.
� °��
f. If the Receiving Party is required discl � ential I mation in order to comply with
appiicable law, regulations, court er, t cess, the Receiving Party agrees to
provide reaso vance written to the dl mg Party and each of the Parties shall
use its rea to secure co dentiai treat ent of the Confidential Information to be
disclose hether gh protectiv orders or otherwise) and to ensure that only the
mini unt of idential Infor 'o necessary to comply with such requirements is
disclosed.
�t� �...� ��,�
E-s.Exclusivir
, u tW �
a. Use of R VVVV � ��se an t-Relate� Notwithstanding anything to the contrary in this
Agreement: g the etween (and including) the Monday preceding the Race Date
until(and incl )the F y following the Race Date(collectively,the"Event Period"),Host
hail not produ nduc , ost,or permit any event(other than such Event)that takes place,in
le or in par any portion of the Race course or at any Event-related area; provided,
er that d g the Event Period (excluding Race day) private functions and corporate
eve y tak ace but only if such events do not do or include any of the following:
i. i de any endurance-,running-,road cycling-,or swimming-related race,competition
event;
ii. include any vendor exposition, tradeshow, and/or the selling of any merchandise
and/or services;
iii. occur on the Race course or at any other area where any part of the Event is being
conducted,or adversely affect the ingress or egress to or from any such areas;
iv. in any way jeopardize or adversely impact Event production or operations;
v. infringe on any WTC intellectual property rights;or
HOST VENUE AGREEMENT- Page 18 of 21
vi. include or constitute Ambush Marketing or otherwise promote themselves as
purportedly being part of or in connection with the Event).
b. Advertising Other Triathlon, Running, & Cycling Companies or Long-Distance Triathlons,
Marathons, &Cycling Races. During the Term, Host shall not permit its website to display any
marketing, promotion, advertisement, reference, or the like, of (i) any other triathlon event
series or company, including but not limited to World Triathlon (f/k/a International Triathlon
Union), Professional Triathletes Organization (PTO), Revolution3 Triathlon, Life Time Fitness
Triathion,Chailenge Family Triathlon,CLASH Endurance,Topman Triathlon and HITS Triathlon
(or any of their respective successors or assigns�, (ii) any perso entity, or group (other than
WTC or any subsidiary or licensee thereoE� that operates, org roduces, or is otherwise
involved in any triathlon having a distance longer than that n "Ol pic" distance triathlon
(as such distance is defined by World Triathlon),(iii)any n having a distance longer than
that of an "Olympic" distance triathlon (as such distan d by World Triathlon),unless
such triathlon is owned or operated by WTC or any s diary o see of WTC,(iv)any other
endurance series or events,including but not lim' to y runnin 'es or company and any
cycling series or company,(v)any person,enti p(other than or any subsidiary or
licensee thereof�that operates,organizes,p uces,or is otherwise inv in any running or
cycling races,or(vi)any running or cycli es,unles uch race is owne ed by WTC
or any subsidiary or licensee of WTC.
c. Non-Competition. During the Term and the tw ght (28)-month period thereafter, Host
shail not produce,support,a ertise,promote,con ost,permit,or contract or partner with
any person or entity (other t TC or a subsidiar eof� for or in connection with, any
other triathlon,running event, event located,i e in part,within the Venue or
anywhere within 75 miles of the n event feature race distance longer than that
of;an"Olympic"distance triathlon s suc u����� °° ,� ,is defin y World Triathlon),a 5k run,or
60k cycling event. ���'��e
E-9.Indemnification�Gen n of Liabili i uidated ma es.
a. Each e"Inde fying Party") il i demnify, protect, defend and hold harmless the
other Party, rent, " sidiaries,and af es,and each of their respective directors,officers,
empioyees,co re r. ntatives,and agents (coliectively,the"Indemnified
��� °"� ' from ainst claims, liabilities, losses, damages, injuries, demands,
ac i es of , suits, proceedings, judgments, and expenses, inciuding without
limitatio , neys' court costs, and other legal expenses ("Ciaims"), arising out of,
directly or i tly,or i ction with: (i) any breach or alleged breach of any provision of
this Agreemen the oth arty or any representation or warranty made by the other Party
erein; (ii) any or om sion to act by the other Party, or any of its employees, servants, or
ts; (iii)any f ities,venues,or accommodations provided by or on behalf of such Party that
any appii le laws (inciuding,without Iimitation,the Americans with Disabilities Act);
or ny d erous conditions on, or with respect to, any roads, facilities, venues, or
accom s controlled or maintained by such Party. Notwithstanding the foregoing, the
Indemni Party shail have no obligation to indemnify any Indemnified Party to the extent
that the plicabie Claim is caused by the negligence or willful misconduct of such Indemnified
Party.
b. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT: WTC'S TOTAL
MAXIMUM LIABILITY FOR ANY AND ALL LOSSES,INJURY,OR DAMAGES IN ANY WAY ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT(WHETHERARISWG OUT OF BREACH OF
CONTRACT,TORT, OR OTHERWISE) AND FOR ANY OTHER CLAIM,WILL BE LIMITED TO THE
AMOUNT OF ANNUAL PAYMENTS(AS DEFINED HEREIN)BY HOST,UNDER THE TERMS OF THIS
AGREEMENT,THAT ARE RECEIVED AND RETAINED BY WTC DURING THE THEN PRECEDING
24-MONTH PERIOD.THE LIMITATION OF LIABILITY SET FORTH HEREIN IS FOR ANY AND ALL
MATTERS FOR WHICH WTC MAY OTHERWISE HAVE LIABILITY ARISING OUT OF OR IN
HOST VENUE AGREEMENT- Page 19 of 21
CONNECTION WITH THIS AGREEMENT,WHETHER THE CLAIM ARISES IN CONTRACT, TORT,
STATUTE OR OTHERWISE, AND THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL
PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING
AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR
MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
c. The Parties acknowledge that the goodwill inherent in the IRONMAN 70.3�brand and the Event
Logo arises and is maintained,in large part,by each and every IRONMAN 70.3�event woridwide,
inciuding the Event, being conducted as scheduled. Notwithstanding anything herein to the
contrary,the Parties acknowledge that Host's failure or inability to host and support the Event as
scheduled,absent a Force Majeure Event,will cause WTC irreparab harm,and that damages wili
be an insufficient and wholly inadequate remedy as a result of su ach. If Host breaches this
Agreement and such breach results in any Event not taking pla en an as contemplated by this
Agreement,Host shail pay WTC,within thirty(30) days aft 'ving written demand from WTC,
the amount of$400,000.00(USD)("Liquidated Damage ies intend that the Liquidated
Damages are to provide for compensation for a portio the da suffered by WTC,are not
intended as a penalty and that the stipulated a t far less e actual damages and
consequential damages that would resuit from s c by Host.
d. This Section will survive the expiration o ination this Agreement fo on.
E-10. Insurance. Each Party shall, throughout the Term, a ain its own c merciai general
liability insurance for each Event from a reputable insuran any for claims of bodily injury, death,
property damage,and personai and adver 'sing liability,includi tractual iiability coverage and any and
all litigation, arbitration and settlement related to any c for or by any Event participants,
volunteers,referees,officials,scorekeepers, s,sponsors,and it a minimum combined single
limit equal to but not less than two million U. 000,000.00) currence for any one incident
or accident, and not less than five million U. ollar 000.00) ' aggregate, which limits may be
satisfied with any combination of primary and cess � e � ��°'�"` � ��led that any such excess coverage
follows form of the primar e.WTC shall i the Host mnified Parties as additional insureds
on a primary and non- asis on its co ercial gen al liability and umbrella liability (if any)
policies for claims ar' in conn with WTC's rations and activities related to the Event. Host shall
include the WTC I 'ed Parti s additional in ed on a primary and non-contributory basis on its
,
commercial general liab d u ' lla liability(if an' olicies for claims arising in connection with Host's
operations and activities r � � ��H rtific s evidencing the foregoing required insurance must
_..,.
be provid � uest,to her Pa
E-11. i nment� Bi ffect. ri hts or obli ations under this A reement ma be assi ned or
g g g Y g
d d by Host witho prior consent of WTC. Any purported assignment or delegation in
lola this Section is v initio. of the terms of this Agreement will apply to,be binding upon,and
enure t enefit of the Pa here ,their successors,and permitted assigns.Subject to the immediately
preceding ce,no third y will have any rights or remedies under this Agreement.
E-12. Relationsh �the P es. The Parties are acting herein solely as independent contractors. Nothing
herein contained or be construed as creating a partnership,joint venture,or agency relationship
between the Parties. Party acknowledges and agrees that it neither has nor will give the appearance or
impression of havin ny legai authority to bind or commit the other Party in any way. Each Party will be
solely responsible for all wages, income taxes, worker's compensation, and any other requirements for all
personnel it supplies in connection with this Agreement.
E-13. Jurisdiction and Dispute Resolution.
a. Governing Law. Notwithstanding the place where this Agreement may be executed by either Party,
this Agreement and any claim,controversy,dispute or other matter arising hereunder or related
hereto (whether by contract,tort or otherwise) shall be governed in accordance with the laws of
the State of Florida,without regard to the conflict of laws provisions thereof that would result in
the application of the laws of any other jurisdiction. In any litigation arising out of or relating to
HOST VENUE AGREEMENT- Page 20 of 21
this Agreement, the Parties agree that venue shall be solely in either the United States District
Court,Middle District of Florida,Tampa Division, or a Florida state court located in Hillsborough
County,Florida(each,a"Tampa Court").
b. Arbitration. If a dispute,claim or controversy,with the exception of claims for injunctive and/or
other equitable relief for intellectual property violations, unfair competition and/or the use
and/or unauthorized disclosure of trade secrets or confidential information arises out of,relates
to,or is in connection with this Agreement,any amendment of this Agreement or any breach of
this Agreement ("Dispute"), and if the Dispute cannot be settled through direct discussions
between the Parties,the Parties agree to settle the Dispute by arbitration administered by the
American Arbitration Association ("AAA") whereby such Dispu shali be referred to a sole
arbitrator selected by the Parties, or, if the parties are unable illing to agree to such a
selection,to AAA arbitration as the sole remedy as to all mat In Dis te,administered by the
AAA in accordance with appiicable Arbitration Rules to inc e Optional Rules for Emergency
Measures of Protection and Optional Procedures for e, lex Commercial Disputes, as
interpreted and governed by the Florida Arbitration de. Th e of any such arbitration
shail be solely in Tampa, Florida. Judgment on a d rende the arbitrator may be
entered solely in a Tampa Court. The arbitrat ot have auth o award punitive or
other damages in excess of compensatory d ges and each Party irrev waives any claim
thereto.
c. Enforcement. If either Party brings any ar 'on o r action und this Agreement
(including,without limitation,any challenge or a ,the prevailing Party shall be entitled to
recover from the other Party easonable attorneys' d costs(including,without limitation,
the cost of such arbitration er action).The Pa ree to authorize the arbitrator to
determine both the entitlemen rtionment of su a costs.
��������im,,
d. Arbitration Charges. Each Par shal '�' � .,.bear a qual share of the arbitrator's
compensation and administrative rge t ' n and shall make deposits with the
AAA of its sha amounts requ y the AA ure or refusai by a Party to timely pay
its share o for the arbit or(s)' com sation and administrative charges shail
constitu waiver at Party of i ights to be heard, present evidence, cross-examine
witn assert c terclaims. Info in the arbitrator of a Party's failure to pay its share
of the depo � r the itrator's compe u on and administrative charges for the purpose of
implementing x ��� t be . ed to affect the arbitrator(s)'impartiality or ability
.���
d with � itratlo ":"�� " ry
e. General. uire r arbitration will not be deemed a waiver of any right of termination
under this A ent an itrator is not empowered to act or make any award other than
based solely o e rights d obligations of the Parties prior to any such termination. The
arties, their r sentat es, other participants and the arbitrator shall hold the existence,
tent,and res f arbitration in confidence. Any provisions of this Agreement not found to
omplianc ith applicable law may be waived without effect on the agreement by the
Par arbit as provided herein. Notwithstanding the foregoing,in the event of breach by
a Par its obligations hereunder,the non-breaching Party may seek injunctive or other
equitabi ef in any Tampa Court. A request by a Party to a court for interim measures shall
not be d med a waiver of the obligation to arbitrate.
E-14. Rights and Remedies. The rights and remedies provided by this Agreement are given in addition to any
other rights and remedies either Party may have by law, statute, ordinance or otherwise. All such rights and
remedies are intended to be cumulative,and the use of any one right or remedy by either Party shail not preclude
or waive its right to any or all other rights or remedies.
E-15. Notices. All notices, requests, demands, and other communications required or permitted hereunder
shail be in writing and shall be deemed to have been duly given if emailed, hand delivered, or delivered by
certified or registered mail or by overnight delivery service:
HOST VENUE AGREEMENT- Page 21 of 21
If to WTC:
WORLD TRIATHLON CORPORATION
3407 West Dr.Martin Luther King Jr.Bivd.,Ste.100
Tampa,Fiorida 33607
Attention: Chief Legal Officer
E-mail: Le,�al@ironman.com
(or to such other person or address as WTC identifies to Host in accordance with this Section)
If to Host:to the address listed on page 1 of this Agreement,to the attention f Legal Department(or
to such other person or address as Host may communicate to WTC in acc e with this Section).
E-16. Enforcement of Agreement. Host hereby agrees to waive all d , if any, to enforcement of this
Agreement that Host might otherwise have under the doctrine of so� Ig unity(or similar doctrine)in
connection with any law,regulation,ordinance,decree,order,or other s or authority.
E-17. No Oral or Implied Waivers or Modifications. If eit falls to enfor of the provisions of
this Agreement or any rights hereunder or fails to exerc' any election provided in greement, it will
not be considered to be a waiver of those provisions, s or elec ' ns or in any way validity of
this Agreement. The failure of either Party to exer e f these visions, rights or ions will not
preciude or prejudice such Party from later enforcing or e in e or any other rovisions,rights
or elections which it may have under this Agreement. No wai be of any force or effect unless set forth
in a writing signed by the Party whose rig t is being waived. Su o the immediately preceding sentence,
no modifications to this Agreement will b ' ding upon the Par less modified, amended, cancelled,
renewed,or extended in a writing signed by ties.
<
���°��.
E-18. Entire Agreement. This Agreement (incl ing a '' mhereto) s forth the entire agreement and
understanding of the Parties relating to the sub t m ith respect to such subject matter,
supersedes ali prior agree arrangements derstan , written or oral, between the Parties.
Except as may be e forth herein, ere are n promises, conditions, representations,
understanding,inter ations o s of any kind conditions or inducement to the execution hereof or
in effect between ' s.
�.� ..��
E-19. Interpretation. The s ded i a is Agreement are for convenience of reference only
and will no� e utiliz onstru reting this Agreement. If any term,clause or provision
hereof" � i nenfo e by the arbi rator or a court of competent jurisdiction,such invalidity
will affect the va 1 opera f any other term,clause or provision and such invalid term, clause,
o 'sion will be dee be se om this Agreement,provided that both the economic and legal
bs of the transacti hat this reement contempiates are not affected in a manner materialiy
adverse � her Party. Thi eeme t may be executed in counterparts,each of which wiil be deemed an
original bi document all of which will constitute one and the same instrument. Neither this
Agreement n provision rein will be construed in favor or against either Party based on which Party
drafted this Agr t or s provision.The exchange of copies of this Agreement and of signature pages
by facsimile trans e-mail, in "portable document format" (PDF) form, or by any other electronic
means intended to pr e the original graphic and pictorial appearance of a document,or by a combination
of any such means, c stitutes effective execution and delivery of this Agreement as to the Parties and may
be used in lieu of an original Agreement or signature pages for all purposes. For the avoidance of doubt:
signatures of the Parties transmitted by facsimile,email,or other electronic means will be deemed to be their
original signatures for all purposes.
* � * * * *
From: Members Council
To: Erin Resner;Jack Munns; Mike Littau; Paul Dhanuka;Tenessa Audette
Cc: Bade Steve;Curtis.Christian;Tinton,Sharlene; Barnhart.Erin
Subject: FW: Please Support Hosting the Ironman 70.3 in Redding-item 9.2(c)on the 10/7/25 Council Agenda
Date: Tuesday,October 7,2025 12:10:03 PM
Q��icr�ne ��t�n, CM C, CP M C
City Clerk/Elections Official —City of Redding
Ph 530-225-4447/fx 530-225-4463
From: Stephanie Miles >
Sent:Tuesday, October 7, 2025 11:26 AM
To: Munns, Jack<jmunns@cityofredding.org>
Subject: Please Support Hosting the Ironman 70.3 in Redding
CAUTION:This email originated fram outside the City of Redding; please be careful with links or attachments.
Dear Mr. Munns,
As a Redding resident and a part of the local running community, I want to express my strong
support for the proposal to bring the Ironman 70.3 Northern California triathlon to our city. This
event would be an incredible opportunity to showcase Redding's natural beauty and community
spirit on a global stage.
Nosting the Ironman would bring significant economic and community benefits. It would fill our
hotels and restaurants, introduce thousands of visitors to local businesses, and elevate Redding's
reputation as a premier outdoor destination. Cities that host Ironman events consistently see boosts
in tourism, positive media exposure, and long-term economic impact that far outweigh the short-
term costs of hosting. Beyond economics, an event like this reinforces Redding's identity as a
gateway to adventure, with the Sacramento River, Whiskeytown, and our world-class trails offering
the perfect backdrop.
I understand the concerns about logistics, costs, and medical support. My husband is a medical
professional, and I personally know many local physicians and nurses who would be happy to
volunteer with medical staffing to ensure the event's success.
I hope you'll vote to approve this proposal and allow Redding to join the ranks of other great
Ironman host cities. This is a chance to strengthen our community and ultimately put Redding on the
map as a destination for outdoor events.
Thank you for your consideration,
Stephanie Miles
Stephanie T. Miles
P:-_