HOST VENUE SPONSORSHIP AGREEMENTHOST VENUE SPONSORSHIP AGREEMENT
This Host Venue Sponsorship Agreement ( "Agreement ") is entered into this 5th day of July, 2011
( "Effective Date ") by and between WORLD TRIATHLON CORPORATION, a Florida, USA
corporation, whose principal business address is 2701 North Rocky Point Drive, Suite 1250, Tampa,
Florida 33607, (hereafter referred to as "WTC ") and the CITY OF CLEARWATER, FLORIDA, a
municipal corporation of the State of Florida, having its principal business address at 112 South Osceola
Avenue, Clearwater, Florida 33756 (hereafter referred to as "Host "). (WTC and Host are referred to
herein individually as "Party" and collectively as the "Parties ").
WITNESSETH:
WHEREAS, WTC wishes to conduct the Event, as defined and described in Exhibit A, attached
hereto and made a part hereof.
WHEREAS, Host wishes to have WTC conduct the Event in and around the Venue, as defined
and described in Exhibit A, based upon the terms and conditions provided for in this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein,
the Parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated in and form a part of
this Agreement.
2. The Event. WTC agrees to conduct the Event and Host grants to WTC the right to conduct the
Event in and around the Venue based upon the terms and conditions as provided for herein.
3. Term. This Agreement and the provisions hereof shall be in full force and effect for the term
specified in Exhibit A, unless terminated earlier pursuant to this Agreement or extended as mutually
agreed upon by the Parties in writing.
4. Obligations and Undertakings of Host. In consideration of WTC selecting the Venue as the
site for conducting the Event, Host agrees to provide WTC those support services as more particularly
described in Exhibit B of this Agreement.
5. Obligations and Undertakings of WTC. WTC shall further fulfill the specific obligations and
undertakings identified in Exhibit C hereto.
6. Additional Terms.
a. The Parties agree to conduct a meeting following the Event to "debrief' regarding the
Event, set forth the following year's plans, and review the Event details and goals.
b. WTC shall retain the rights to all imagery, including but not limited to, television
broadcast or cablecast (live or tape- delay), radio broadcast, internet broadcast (audio or video),
videotaping, filming and photography of the Event which is the sole property of WTC and may not be
reproduced, remarketed or otherwise distributed or publicly displayed without the written permission of
WTC. WTC may, at its sole discretion, award any or all of these rights to third Parties.
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c. The obligations and support services provided for hereunder may be modified, changed
or otherwise altered from time to time by written amendment to this Agreement, executed by both Parties
hereto. Any amendment shall be made in reasonable advance of an Event.
d. The Parties may agree to changes in the implementation or structure of the Event in any
Event year, including the revision of the Event date, by written amendment executed by the parties hereto.
e. The Parties agree to cooperate and coordinate with each other, in good faith, to carry out
the terms and conditions of this Agreement.
f. Host agrees that during the Term of this Agreement it shall not produce, permit, contract
or partner with any other Party except WTC to conduct an International distance (or longer) triathlon in
the Venue.
7. Representations and Warranties of Host. Host represents, warrants and covenants to WTC as
follows:
a. Host has the full right and legal authority to enter into and fully perform this Agreement
in accordance with the terms and conditions contained herein.
b. Host will comply with all applicable laws, rules and regulations with regard to its
obligations under this Agreement.
c. This Agreement, when executed and delivered by Host, will be its legal, valid and
binding obligation enforceable against Host in accordance with the terms and conditions contained herein.
d. The execution, delivery and performance of this Agreement by Host does not and will not
violate or cause a breach of any other agreements or obligations to which it is a Party or to which it is
bound, and no approval or other action by any governmental authority or agency is required in connection
herewith.
e. Each of the foregoing representations, warranties and covenants shall be true at all times
during the term hereof.
8. Representations and Warranties of WTC. WTC represents, warrants and covenants to Host as
follows:
a. WTC will comply with all applicable laws, rules and regulations with regard to its
obligations under this Agreement.
b. WTC represents and warrants that it has full right, power, and authority to enter into and
to perform its obligations under this Agreement, and to grant Host all rights and interests as provided
hereunder.
c. This Agreement, when executed and delivered by Host, will be its legal, valid and
binding obligation enforceable against Host in accordance with the terms and conditions contained herein.
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d. WTC hereby represents and warrants that WTC is the sole owner or controls all of the
rights granted hereunder in the Event and that it has full right, title and interest in and to the Event granted
in this Agreement.
e. Each of the foregoing representations, warranties and covenants shall be true at all times
during the term hereof.
9. License and Use of WTC's Trademarks and /or Service Marks.
a. WTC provides Host with the limited, non - assignable, non - transferable, non - exclusive
license to use the Marks, as defined and described on Exhibit A, in all reasonable forms of advertising and
marketing. The license granted herein shall be only for the Term of this Agreement and the territory of
the license shall be the Venue and the immediate surrounding areas. WTC must approve all uses in
writing of the Marks prior to usage. The City may use previously approved materials containing the
Marks for advertising, marketing or promotions of tourism subsequent to Term, such as, by way of
example, city park publications and the city internet site.
b. Prior to Host's use of WTC's Marks, WTC must approve in writing all Host's
advertising, marketing, press releases, programs, websites, and all printed and electronic materials
intended for public consumption prior to use.
c. Host may only use the Marks in connection with advertising and /or marketing materials
relating to each Event during the Term of this Agreement, and may not utilize the Marks on any products,
merchandise, souvenirs, or other items unless pre- approved by WTC in writing, which approval may be
granted or denied at WTC's sole and absolute discretion.
d. Host may not authorize or license any third party to manufacture, sell, affix, or use any of
the Marks on any product, merchandise, souvenirs, or other items during the Term of this Agreement.
e. Host acknowledges that WTC is the owner of all the Marks, and Host shall not register
any of the Marks, any service mark, trademark or domain name that is similar in any manner to any of
WIC's Marks, copyrights, or other intellectual property of WTC.
f. The Marks are and shall remain the property of WTC. Any and all rights under the
Marks, copyrights, or other intellectual property of WTC shall inure to the benefit of WTC.
10. Indemnification. To the extent of Florida Statute 768.28, for Host's negligence, Host agrees to
defend, indemnify and hold WTC and its affiliates and WTC's and its affiliates' respective officers,
directors, equity holders, agents, employees, successors and assigns harmless from claims, liabilities, costs,
losses, demands, injuries, judgments, settlements, expenses and damages, including reasonable attorneys'
fees, court costs, and other legal expenses, arising out of or in connection with: (a) any breach or alleged
breach of any provision of this Agreement by Host or any representation or warranty made by Host in this
Agreement; or (b) any negligent act or omission to act of Host or any of Host's or its affiliates' respective
officers, directors, equity holders, agents, employees and sponsors.
11. Records and Audit. Host agrees to keep complete and accurate books of account and records
covering all transactions and other matters relating to this Agreement. WTC and/or its duly authorized
representatives shall, after providing reasonable notice to Host, have the right to examine such books of
account and records in Host's possession or under its control for the purpose of verifying any information
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provided or due hereunder and verifying compliance with the terms and conditions of this Agreement, and
shall have free and full access thereto for such purposes and for the purpose of making copies thereof or
extracts therefrom, which, to the extent permitted by law including Florida Statutes Chapter 119,
information shall be subject to the confidentiality obligations set forth in this Agreement. All such
records shall be maintained and kept available for at least two (2) years after the expiration or termination
of this Agreement.
12. Insurance. WTC shall, throughout the term of this Agreement, obtain and maintain:
a. Comprehensive General Liability Insurance from a reputable insurance company with a
minimum combined single limit equal to but not less than one million dollars ($1,000,000 USD) per
occurrence for any one incident or accident, and two million dollars ($2,000,000 USD) aggregate. The
City is to be specifically included an as additional insured using only ISO endorsement, CG 2010 07 04.
b. Business Automobile Liability Insurance with a combined single limit of $1,000,000.
c. Workers Compensation Insurance applicable to its employees, contractors and
subcontractors, for statutory coverage limits and Employers Liability.
Please note that $4,000,000 Additional General Liability Limits may be required to obtain an FDOT
permit for temporary closing of a State Road.
13. Termination.
a. This Agreement may be terminated by the non - breaching Party upon thirty (30) days
written notice to the other Party in the event of a breach of a material provision of this Agreement by the
other Party, including a description thereof to the breaching Party, provided that, during the thirty (30) day
period, the breaching Party fails to cure such breach.
b. WTC shall have the right to immediately terminate this Agreement by giving written
notice to Host in the event that Host does any of the following: (i) files a petition in bankruptcy or is
adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement
pursuant to any bankruptcy law, or if the Host discontinues its business or a receiver is appointed for the
Host or for Host's business and such receiver is not discharged within thirty (30) days or (ii) breaches any
of the provisions of this Agreement relating to the unauthorized assertion of rights in the Marks.
Termination of this Agreement for any reason provided herein shall not relieve either Party from its
obligation to perform up to the effective date of such termination.
c. Either party shall have the right to immediately terminate this agreement by giving written
notice to the other party within forty-five (45) days of the conclusion of that year's event.
d. Except as provided otherwise herein, each Party hereto reserves all other rights and
remedies hereunder and otherwise permitted by law, that have accrued at the date of termination of this
Agreement and does not waive any obligation under this Agreement by reason of the exercise of such
termination option.
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14. Confidentiality.
a. During the term of this Agreement, each Party shall keep confidential, and other than as
provided herein shall not use or disclose, directly or indirectly, the terms and conditions 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, the confidentiality of which such other Party takes reasonable measures to
protect. Each Party shall take any and all lawful measures to prevent the unauthorized use and disclosure
of such information, and to prevent unauthorized persons or entities from obtaining or using such
information. Each Party further agrees to refrain from directly or indirectly taking any action which
would constitute or facilitate the unauthorized use or disclosure of such information. Each Party may
disclose such information to its officers and employees to the extent necessary to enable such Party to
perform its obligations hereunder; provided, that such officers and employees have entered into an
appropriate confidentiality agreement for secrecy and nonuse of such information which by its terms shall
be enforceable by injunctive relief at the instance of the disclosing Party. Each Party shall be liable for
any unauthorized use and disclosure of such information by its officers and employees. Should a Party be
required to disclose such information in order to comply with applicable governmental regulations or a
court order, the other Party agrees to provide reasonable advance written notice to the other Party in order
to provide reasonable advance notice of any such disclosure so that the Parties may use their reasonable
efforts to secure confidential treatment of the information to be disclosed (whether through protective
orders or otherwise) and to ensure that only the minimum amount of information necessary to comply
with such requirements is disclosed.
b. Notwithstanding the foregoing, the provisions of section (a) hereof shall not apply to
knowledge, information, documents or materials which the receiving Party can conclusively establish: (i)
have entered the public domain without such Party's breach of any obligation owed to the disclosing
Party; (ii) have become known to the receiving Party prior to the disclosing Party's disclosure of such
information to such receiving Party; (iii) are permitted to be disclosed by the prior written consent of the
disclosing Party; (iv) have become known to the receiving Party from a source other than the disclosing
Party other than by breach of an obligation of confidentiality owed to the disclosing Party; or (v) are
independently developed by the receiving Party without breach of this agreement; or (vi) as required by
law including but not limited to, Florida Statutes Chapter 119.
15. Assignment. This Agreement may not be assigned or transferred by either Party without the
prior written consent of the other Party.
16. Relationship of the Parties. The Parties are acting herein as independent contractors. Nothing
herein contained will create or be construed as creating a partnership, joint venture or agency relationship
between the Parties. Each Party acknowledges and agrees that it neither has nor will give the appearance
or impression of having any legal authority to bind or commit the other Party in any way. Each Party will
be solely responsible for all wages, income taxes, worker's compensation and any other requirements for
all personnel it supplies pursuant to this Agreement.
17. Successor and Assigns. All of the terms of this Agreement will apply to, be binding upon and
inure to the benefit of the Parties hereto, their successors, assigns, heirs and legal representatives, and all
other persons claiming by, through or under them.
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V "�
18. Jurisdiction and Dispute Resolution.
a. Governing Law. Notwithstanding the place where this Agreement may be executed by
either Party, this Agreement and any claim, controversy, dispute or other matter arising hereunder or
related hereto (whether by contract, tort or otherwise) shall be governed in accordance with the laws of
the State of Florida, United States of America, without regard to the conflict of laws provisions thereof.
In any litigation arising out of or relating to this Agreement, the Parties agree that venue shall be in the
United States District Court, Middle District of Florida, Tampa Division, or the Circuit Court located in
Pinellas County, Florida.
b. Mediation. 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 ( "Dispute ") arises out of, relates to, or
is in connection with this Agreement, any amendment of this Agreement or any breach of this Agreement,
and if the Dispute cannot be settled through direct discussions between the Parties, the Parties agree first
to try in good faith to settle the Dispute by mediation administered by the American Arbitration
Association ( "AAA ") under its then current Commercial Mediation Rules. An AAA mediator acceptable
to both Parties knowledgeable in the field and commercial matters shall conduct the mediation. The
mediation shall take place in Tampa, Florida, United States of America. Each Party shall bear its own
costs with respect to such mediation, except that any fees charged by such mediator or AAA in
connection with such mediation shall be allocated as set forth below.
c. Enforcement. Other than the costs and expenses of Mediation, if either Party brings any
action under this Agreement (including, without limitation, any challenge or appeal), the prevailing Party
shall be entitled to recover reasonable attorneys' fees and costs.
d. Mediation Charges. Each Party shall initially bear an equal share of the mediator's
compensation and administrative charges of the mediation and shall make deposits with the American
Arbitration Association of its share of the amounts requested by the American Arbitration Association.
Failure or refusal by a Party to timely pay its share of the deposits for the mediator compensation and
administrative charges shall constitute a waiver by that Party of its rights to be heard, present evidence,
cross - examine witnesses, and assert counterclaims. Informing the mediator of a Party's failure to pay its
share of the deposits for the mediator's compensation and administrative charges for the purpose of
implementing this provision shall not be deemed to affect the mediator's impartiality or ability to proceed
with the mediation.
e. General. The requirement for mediation shall not be deemed a waiver of any right of
termination under this Agreement and the mediator is not empowered to act or make any award other than
based solely on the rights and obligations of the Parties prior to any such termination. The Parties, their
representatives, other participants and the mediator shall hold the existence, content and result of
mediation in confidence. Any provisions of this Agreement not found to be in compliance with
applicable law may be waived without effect to the agreement by the Parties to mediate as provided
herein. Notwithstanding the foregoing, in the event of breach by a Party of any of its obligations
hereunder, the non - breaching Party may seek injunctive or other equitable relief in any court of competent
jurisdiction. A request by a Party to a court for interim measures shall not be deemed a waiver of the
obligation to mediate.
19. Rights and Remedies. The rights and remedies provided by this Agreement are given in addition
to any other rights and remedies either Party may have by law, statute, ordinance or otherwise. All such
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rights and remedies are intended to be cumulative, and the use of any one right or remedy by either Party
shall not preclude or waive its right to any or all other rights or remedies.
20. Force Maieure. In the event either Party is prevented from performing any of the obligations or
duties required under this Agreement by reason of any event outside of such Party's control, including,
without limitation, fire, weather, volcano, explosion, flood, epidemic, acts of God, war or other hostilities,
strike, civil commotion, domestic or foreign governmental acts, orders or regulations ( "Force Majeure
Event "), then the obligations or duties of such Party during the period of such Force Majeure Event, and
for a reasonable time thereafter shall be suspended. If, due to a Force Majeure Event, the Event is
canceled and cannot reasonably be rescheduled or relocated within the territory of the Venue, then Host
shall not be deemed to be in breach of this Agreement. In the case of cancellation due to a Force Majeure
Event, the Parties agree to negotiate a date to reschedule the Event if practicable. If the Event is
rescheduled and /or relocated within the territory of the Venue, neither Party is relieved of its obligations
as set forth in this Agreement.
21. Notices. All notices, requests, demands, and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if delivered by facsimile (with
facsimile transmission receipt), e- mailed (with electronic read receipt for delivery proof), hand delivered,
by certified or registered mail, or by overnight delivery service:
If to Host:
CITY OF CLEARWATER
P.O. BOX 4748
Clearwater, FL 33758 -4748
Attention: Kevin Dunbar, Director, Parks and Recreation Department
(or to such other person or address as Host shall furnish to WTC in writing)
with a copy to:
CITY OF CLEARWATER
112 South Osceola Avenue
Clearwater, FL 33756
If to WTC:
WORLD TRIATHLON CORPORATION
2701 North Rocky Point Drive, Suite 1250
Tampa, FL 33607
Attention: General Counsel
(or to such other person or address as WTC shall furnish to Host in writing)
22. No Waiver of Rights. If either Party fails to enforce any of the provisions of this Agreement or
any rights hereunder or fails to exercise any election provided in the Agreement, it will not be considered
to be a waiver of those provisions, rights or elections or in any way affect the validity of the Agreement.
The failure of either Party to exercise any of these provisions, rights or elections will not preclude or
prejudice such Party from later enforcing or exercising the same or any other provisions, rights or
elections which it may have under the Agreement.
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23. Severability. If any term, clause, or provision hereof is held invalid or unenforceable by a court
of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term,
clause or provision and such invalid term, clause or provision shall be deemed to be severed from the
Agreement.
24. No Oral Modifications. No modifications to this Agreement shall be binding upon the Parties
unless modified, amended, cancelled, renewed or extended in writing and signed by both Parties.
25. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the
Parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and
understandings, written or oral, between or among the Parties, except as specifically provided herein.
Except as explicitly set forth herein, there are no promises, conditions, representations, understanding,
interpretations or terms of any kind as conditions or inducement to the execution hereof or in effect
among the Parties.
26. Headings. The section headings included in this Agreement are for convenience of reference
only and shall not affect or be utilized in construing or interpreting this Agreement.
27. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original binding document but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last
written below as mutual acceptance of the terms, conditions and consideration contained herein.
WORLD TRIATHLON CORPORATION
By:
Steve Meckfessel
Chief Operations Office
Date: 7 -3--1/
Countersigned:
Frank V. Hibbard
Mayor
Approved as to form:
Laura Mahony
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
Attest:
William B. Horne II
City Manager
Rosemarie Call
City Clerk
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STATE OF ;FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this .2•4 day of
by FLANK V. HIBBA , Mayor of the City of Clearwater, who is perso ry kno d to me.
2011,
Notary Public - Print/Type
STATE OF FLORIDA
COUNTY OF PINELLAS
/44e- 4 i / /Mreof -
DIANE E MANNI
MY COMMISSION # DD952018
• " EXPIRES March 06, 2014
(407)I344153 FlorlddNoleryServlce.com
The foregoing instrument was acknowledged before me this S day of , 2011,
by WILLIAM B. HORNE II, City Manager of the City of Clearwater, who is person lly known to me.
Notary Public - Print/Type Name:
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SAN-IAR IGER
MY COMMISSION 04 2012
EXPIRES: January n� Assoc. Co
Naen'
WTC's Initials:
Host's Initials.
EXHIBIT A
1. Event: The event to be conducted shall be an International distance triathlon involving a 1.5K
swim, 40K bicycle and 10K run, that will include a race, exposition, athlete check -in, awards
ceremony and such other activities to which the Parties mutually agree ( "Event "). The race shall
be held on the second Saturday in November of each year beginning in 2011 unless otherwise agreed
to by the Parties or this Agreement is terminated.
2. Venue and Race Route: The venue shall be Clearwater, Florida (the "Venue "), the Race Route
shall be the route for the swim, bicycle and run sectors of the Event as reflected in Exhibit A -1,
attached hereto and incorporated herein. The Race Route may be revised as mutually agreed to in
writing, by the Parties.
3. Term: The term of this Agreement shall commence on the Effective Date and shall be effective
for a period of a one (1) year with four (4) automatic one (1) year renewals on the same terms and
conditions provided for herein, unless sooner terminated in accordance with the provisions
contained herein. The Parties agree to meet and negotiate for an option for additional Term
extensions within the first six (6) months of 2015.
4. Licensed Marks (hereinafter the "Marks "):
Marks: Trademarks, copyrights or other intellectual property to be supplied by WTC to Host to
be used in conjunction with the Event.
Host must acknowledge in writing on its advertising and marketing materials the existence of this
Agreement by use of the language:
"5150 Clearwater Triathlon is conducted by the World Triathlon Corporation and the 5150
trademarks are used with permission of the World Triathlon Corporation."
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EXHIBIT B
Obligations and Undertakings of Host. For each Event, Host shall comply with providing the
following, at no expense to WTC, in its performance under this Agreement:
a. Application and supporting documentation for Venue and facility permits*
b. Application and supporting documentation for City, county, DOT and US Coast Guard route
permits*
c. Traffic operations staff and swim/bike /run route design input
d. Traffic control officers within the city limits
e. Coordination of traffic control officers outside of city limits
f. Boats for swim course set -up and removal
g. Portable office trailers, dumpsters and trash cans
h. City staff (including electricians, lifeguards, maintenance, waste management, heavy equipment
operators and parks & recreation) during normal weekday and weekend hours
i. Temporary shipping & receiving location for Event supplies and equipment
j. Public communications support for resident and business impact
k. Parking fee waiver per the following parking plan:
1. Lot 31 — Wednesday 8 am - Sunday 12 pm; Transition Area
2. Lot 32 — Wednesday 8 am - Sunday 5 pm; equipment staging & trailer parking
3. Lot 33 — Wednesday 8 am - Sunday 5 pm; equipment staging & trailer parking
4. Lot 43 (west side) — Wednesday 8 am - Saturday 8 pm; expo vendor parking
5. Lot 63 — Wednesday 8 am - Saturday 8 pm; expo vendor parking
6. Sand Key Park — Saturday 4 am - 6 pm
7. Downtown Clearwater lots — Saturday 4 am - 6 pm
• Municipal Services Garage
• Garden Ave. Garage
• Courthouse Lot
• Oak Ave. Lot
• County Parking Garage
• Ft. Harrison Lot
• Court St. Lot
*City cannot guarantee that applicable agencies will issue permits.
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EXHIBIT C
Obligations and Undertakings of WTC. For each Event, WTC shall comply with providing the
following, at no expense to Host, in its performance under this Agreement:
1. WTC shall plan and conduct the Event as a professionally- executed sporting event. WTC shall
supervise all aspects of the Event including media, operations, marketing, promotions, branding,
facility decoration, venue appearance, volunteer management, merchandising, licensing and all
pre - event, in -event and post -event activities. WTC shall appoint an Event Director who will
supervise all aspects of production before, during and after the Event.
2. WTC shall provide an influx of 1,500+ athletes, media, staff, spectators and VIPs involving a
multiple -night stay over in the Venue.
3. WTC shall provide to Host a major sponsor benefits package to include expo booth space,
signage at Event competition areas, logo placement on all printed material, logo placement and
banner ads on the Event Web site, five (5) race entries and twenty (20) VIP packages.
4. WTC shall provide an extensive local and national media plan, as will be jointly created by the
Parties, including sports media, travel media and human interest stories.
5. WTC shall obtain third -party Event medical coverage and EMS transport services.
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Distance values on this map may differ slightly from values reported on the route engine.