AC34 Host and Venue Agreement (cont...)

November 10, 2010

3. The Event. 

3.1 If the City is selected as host city and this Agreement is not terminated by the City or the Authority under Section 2, those stages of the Event to be held in the City will consist of: (i) possibly one America’s Cup World Series Pre-regatta in 2011; (ii) one or two America’s Cup World Series Pre-regattas in 2012, each having an approximate duration of nine racing days (or, if there is no Pre-regatta in 2011 and only one Pre-regatta in 2012, having an approximate duration of eighteen racing days); (iii) the America’s Cup Challenger Series having a minimum of 20 race days ; (iv) the America’s Cup Defender Series, if GGYC elects to hold one; and (v) the Match having a minimum of five race days.

3.2 The Authority currently plans to stage the Event generally in accordance with the Event Plan, utilizing the Venues described in the Space Plan.  The Parties acknowledge that the Event Plan and the Space Plan are preliminary and subject to change by mutual agreement of the parties, and are dependent on numerous factors including, without limitation, due diligence review of the Venues, sponsorship support and other economic considerations, the scope and outcome of CEQA review and the timing, availability and conditions of required authorizations, approvals and exemptions from Governmental Authorities.  References in this Agreement to the “Event Plan” and the “Space Plan” include Exhibit A and Exhibit B, respectively, as the same may be modified from time to time by the Authority in accordance with this Agreement. 

3.3 The Authority acknowledges that: (i) the information in the Event Plan and the Space Plan will serve as the basis for the “project” description for environmental review of the Event under CEQA; (ii) the degree of specificity that the Authority is able to provide in the Event Plan and the Space Plan will affect the City’s ability to complete environmental review under CEQA by the date specified in Section 2.3; and (iii) subsequent changes in the Event Plan and the Space Plan affecting the environmental impacts of the Event may affect the date by which environmental review will be completed. 3.3 The parties acknowledge the need for flexibility in the planning, organizing and conducting the Event and they agree to work cooperatively to assure such flexibility.  The Authority shall give the City, the Committee and relevant Governmental Authorities sufficient advance notice of any material change to the Event Plan to permit the implementation of applicable commitments included in Section 1.2, insofar as the same are affected by changes to the Event Plan.  The Authority acknowledges that support of various Governmental Authorities is essential to host the Event, and that any unilateral, material changes to the Event Plan by the Authority could materially impair the ability of the City, the Committee and/or Governmental Authorities to satisfactorily provide the Event support contemplated in Section 1.2.  Accordingly, any material changes to Event Plan by the Authority are subject to the ability of the City, the Committee and applicable Governmental Authorities to meet their respective obligations as set forth in this Agreement, as such respective entities may reasonably determine.  The City and the Committee nevertheless shall use their best efforts to accommodate such changes to the Event Plan as the Authority determines to be necessary or desirable.  Furthermore, the Parties agree that, subject to City’s and Governmental Authority’s approval (if applicable), the Authority may relocate amongst the Venues shown on the Space Plan some or all of the activities or functions contemplated in the Event Plan.

3.4 Except with the City’s prior written consent (and the Committee’s prior consent with respect to costs or obligations of the Committee), the Authority may not amend the Event Plan to: (i) eliminate any stage of the Event to be held in San Francisco under Section 3.1; or (ii) reduce the duration of any stage of the Event to be held in San Francisco below the minimum number of days specified for such stage in the Event Plan.  Such consent (or consents) also shall be required for any change the Authority desires to make to the Space Plan that would materially enlarge the Venues beyond those described in the Space Plan, materially increase the cost to the City, or materially accelerate the date the City is to deliver any of the Venues.  As a condition to its or their consents under this Section 3.4, the City and/or the Committee may require appropriate modifications to other elements of the Space Plan or extensions of the delivery date of affected Venues under the applicable Venue Lease. 

4. Securing Course Area, Airspace, and Official Visitors Sites.

4.1 For all stages of the Event held in San Francisco, the City shall coordinate with the appropriate Governmental Authorities to secure exclusive water space on San Francisco Bay within the perimeter of the designated Course Area (the “Event Waterspace”) from approximately 10:00 a.m. to 6:00 p.m. on race days.  The Event Waterspace shall be made available to the Authority in accordance with a plan regulating vessel traffic on San Francisco Bay to secure the Race Areas as well as air traffic within and around the Race Areas (the “Water and Air Traffic Plan”).  The Water and Air Traffic Plan shall be developed in consultation with the Authority and ACRM by the City in cooperation with members of the Intergovernmental Task Force and/or other Governmental Authorities having relevant jurisdiction.  The Water and Air Traffic Plan shall be agreed mutually by the Parties and relevant Governmental Authorities, and any material modification to the Water and Air Traffic Plan also requires the mutual consent of the Parties and applicable Governmental Authorities.  The Water and Air Traffic Plan shall provide: (a) adequate and safe access to the Course Area for the boats of Competitors, the Officials, the media and others accredited by the Authority; (b) exclusive use of the Course Area for the boats of Competitors, the media, and Officials and others accredited by the Authority at all relevant times provided under the Event Plan; and (c) for the establishment and effective enforcement of traffic controls in the Event Airspace and the Event Waterspace.  Under the Water and Air Traffic Plan, the City and/or other Governmental Authorities shall at no cost to the Authority adequately patrol and police the areas of Event Waterspace.  Public and commercial vessels used for transportation or shipping will operate in designated navigation channels, which will remain outside of the Event Waterspace to the maximum extent permitted by Governmental Authorities with jurisdiction.  The City and the Authority shall cooperate to ensure the least possible disruption of race activity, while reasonably accommodating scheduled ferry service and commercial shipping traffic in a manner consistent with such goal.  Unauthorized vessels shall not be permitted within the Course Area during hours of exclusive use.  The Water and Air Traffic Plan shall identify the waterway controls within the Water and Air Traffic Plan for the America’s Cup World Series Pre-regatta(s), the America’s Cup Challenger Series, the America’s Cup Defender Series (if held) and the Match.

4.2 For all stages of the Event held in San Francisco, the City and the Authority shall, at no cost to the Authority and pursuant to the Water and Air Traffic Plan, coordinate with appropriate Governmental Authorities to secure, to the extent permitted under applicable law, limited periods of exclusive control of the air space located above an area extending laterally from the Course Area one-half mile in every direction, and also the air space above the America’s Cup Village, in each case up to an altitude of 6,000 feet (together, the “Event Airspace”), within which only aircraft accredited by the Authority shall be permitted to operate from 10:00 a.m. to 6:00 p.m. on race days to allow filming and broadcasting of the Event and operation of other aircraft accredited by the Authority.  The City also shall coordinate with appropriate Governmental Authorities to secure exemption from low-altitude flight restrictions within the Event Airspace (including along the waterfront).  The Water and Air Traffic Plan shall identify the aircraft control requirements, restrictions and exemptions in the Event Airspace for the America’s Cup World Series Pre-regatta(s), the America’s Cup Challenger Series, the America’s Cup Defender Series (if held) and the Match.  The Water and Air Traffic Plan shall ensure the Event Airspace is adequately controlled by the Federal Aviation Administration and/or other appropriate Governmental Authorities necessary to preserve such exclusive control at no cost to the Authority.

4.3 The City and the Committee, working with the appropriate Governmental Authorities, shall use best efforts to make available during the Event the public on-shore spectator areas and on-the-water spectator areas identified in the People Plan, and the City and the Committee shall use their best efforts to include in the on-shore spectator areas portions of Treasure Island/Yerba Buena Island, Angel Island, Alcatraz Island, Crissy Field, the Marina Green and the Marin headlands.  The City and the Committee shall use their best efforts to procure for all on-shore spectator areas necessary permits for food and beverage sales (including sales or service of alcohol in secured or private areas), permission for stages and live entertainment at various locations, spectator grandstands, giant video screens, sponsor branding throughout the spectator areas, approvals for commercial partners to do product or promotional giveaways or other marketing activities, and protections against ambush marketing in accordance with the Ambush Marketing Action Plan.

4.4 As a further element of the People Plan, the City shall work with the Authority to develop and implement a plan to secure certain of the on-shore spectator areas and the on-the-water spectator areas which during portions of the Event will be under the Authority’s exclusive control, subject to the approval of relevant Governmental Authorities exercising jurisdiction over such on-shore and on-the-water spectator areas.

4.5 The City shall ensure that all piers and seawall lots located in San Francisco from the Golden Gate Bridge south to Pier 54 and not included among the on-shore Event facilities are used during the Event in a manner that does not unreasonably interfere or compete with the Event and its related activities, or unreasonably limit the Authority’s right to freely use the on-shore Event facilities or enter into commercial agreements relating thereto during preparation for the Event and the Event itself.  However, the “clean venue” requirements of the Ambush Marketing Action Plan shall apply only to those areas from the Ferry Building south to Pier 54.  Fleet Week activities, regular or post-season games by the SF Giants and regular Port maintenance activities shall not be considered a violation of this covenant, except that Fleet Week activities and regular Port maintenance activities, to the extent they overlap with the Event, shall be scheduled so as not to interfere with the Event.  To this end, the City and the Committee shall notify the Authority of any scheduled Port maintenance activities during months when Event races are scheduled to occur, and of Fleet Week and its constituent activities.