AGREEMENT FOR THE STATE REPRESENTATIVE/ LOCAL REPRESENTATIVE OF USA CYCLING INC.

THIS AGREEMENT, ("agreement") entered into between USA Cycling, Inc. ("USA Cycling"), the national governing body for cycling in the United States with its principal place of business located at One Olympic Plaza, Colorado Springs, CO  80909, and (“LA”) with offices at 9320 Village Tree Dr., Elk Grove, CA 95878. The parties hereby mutually agree as follows:

LOCAL REPRESENTATIVE

During the term of this agreement LA will act subject to the terms and conditions of this agreement as the local representative of USA Cycling in the zip code areas described in attachment A hereto (“the area”).  LA agrees to maintain good standing with USA Cycling as a registered club.  As a registered club  LA must submit all permitting and club registration documentation to USA Cycling within the guidelines set out by such forms.  LA is liable for all labor and other expenses incured by it in conjunction  therewith and for any and all of its officers and or personnel. USA Cycling expressly acknowledges that during the term of this agreement, LA will be entitled to charge a reasonable membership fee to its members and to impose a rider surcharge on promoters of events in the area to help fund LA’s programs.

USA Cycling Services

During the term of this agreement, USA CYCLING agrees to provide the following services, subject to its rules and regulations as in effect from time to time:

• USA Cycling will remit to  LA $10.00 in respect of each adult USCF annual and $5.00 in respect of each USCF add-on and  each USCF junior licenses sold  during the term of this agreement to individuals who reside in the area. USA Cycling will remit to LA all amounts payable to the LA hereunder on a calendar quarterly basis within 30 days following the end of each calendar quarter. USA Cycling will make the final such payment on or before January  30 2003.
   

• USA Cycling will work with insurance company to offer club, race and rider insurance.
   

• USA Cycling will provide rider licenses with appropriate category and club information.

• Through its license and membership, USA Cycling will work to provide cost-saving benefits through its national sponsors.

• USA Cycling will provide race-permitting process.

• USA Cycling will provide general racing rules and regulation for bicycle racing.  Document will be available on-line.

• USA Cycling will provide riders the access to national talent identification programs and development camps and clinics.

• USA Cycling will work with insurance company to provide risk management tools and suggestions for race promoters.

• USA Cycling will provide new, enhanced customer service tools with on-line services to include (all dates are best estimate and not certain):

• On-line licensing (available 06/31/03)

• On-line race permitting (available 06/31/03)

• Pre/Post event materials and forms processing (available 06/31/03)

• On-line result submission.

• Local association web-site link to USA Cycling site.

• On-line communication tools to target members in your area.

• USA Cycling will provide Interactive national, regional and local rankings program.

• USA Cycling will provide Interactive national results program.

• USA Cycling will provide National and local results posting to web site.

• USA Cycling will provide Officials program to include national and regional curriculum. (Upon completion of new program)

• USA Cycling will provide Promoter Education tools/materials.

• USA Cycling will provide Access to membership database. (Upon signature of confidentiality statement)

• USA Cycling will provide `USA Cycling Coaching Education programs, including materials and clinics.

• USA Cycling will provide the opportunity for clubs, riders and coaches to apply for grants and support from the USA Cycling Development Foundation.

• During the term of this agreement, LA agrees to provide the following services, subject to its rules and regulations as in effect from time to time:

LA Services

• LA agrees it will use its best efforts to ensure that all road, track, mountain bike and cyclo-cross organizers/promoters will sanction their events through USA Cycling and its representative associations.

• Local race scheduling.  (Subject to coordination with national racing calendar and international calendar events as reviewed by USA Cycling)

• Rider upgrading as per USA Cycling association rulebook.

• Rider communication forum such as web site; newsletter.

• Race announcement/flier approval.

• Officials’ assignments for local races.

• Officials’ clinics taught with USA Cycling curriculum.

• Rider development programs.

• State/ Regional Championship races.

• Promoter mentoring program.

• Officials’ incentive programs.

• Race equipment program.  LA will be responsible for scheduling of equipment.

• Accounting and reconciliation of annual and one-day licenses to funds transmitted to USA Cycling.

• Accounting and reconciliation of insurance surcharges based on number of event  participants to funds transmitted to USA Cycling.

• Submission of pre/post event documents within USA Cycling guidelines, subject to the rreceipt thereof from event promoters.

• Submission of results within USA Cycling guidelines, subject to receipt thereof from event promoters

No Partnership

The parties agree to promote each other in a positive manner where appropriate,  to include but not exclusive to press releases, web-site content and general communications.  This agreement does not create a partnership, joint venture or any other relationship other than a contractual one based on this agreement.  This agreement does not make LA the agent of USA Cycling or give LA the authority to incur any debts, liabilities or obligations on behalf of USAC

Term and Termination

The term of this agreement will commence on December 1, 2002 and unless otherwise terminated in accordance with the terms hereof, expire on November 30, 2003

The agreement can be terminated by either party upon a ninety-day (90) prior written notification to the other party at its address set forth on the first page of this agreement. Notwithstanding the forgoing, the parties indemnification obligations hereunder and the obligation of USA Cycling to remit amounts in respect of licenses sold during the term hereof  will survive the expiration or early termination of this agreement. Upon the reasonable request of USA Cycling in writing LA agrees to provide proof of performance to USA Cycling as to where monies received from USA Cycling were distributed within LA for program development and local race support as it relates to items listed above.

INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other as to all claims asserted against and costs (including reasonable attorney fees) and damages incurred by the other party as a result of or arising from the indemnifying party’s actions or inactions pursuant to this agreement or failure to comply with this agreement, except to claims covered by insurance under which both parties are insureds and with respect to which, they waive the right of subrogation.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the internal laws of the State of Colorado.  In addition to any other relief to which a party may be entitled to by this agreement or at law or in equity, the prevailing party shall be entitled to an award of its reasonable attorney fees and costs incurred in any arbitration or litigation arising from this agreement.  Any dispute arising from this agreement shall be resolved by arbitration  conducted in accordance with the commercial arbitration rules of the American Arbitration Association; providing, however, a party may seek only injunctive relief from the El Paso County, Colorado, District Court, which shall have exclusive venue and jurisdiction as to any injunctive relief sought.

AGREED to this                                    day of                   , 2002.

By:____________________________Date_____________
President, Local Association

            _____________________________________________
Printed Name

By____________________________Date_____________
Gerard Bisceglia; CEO USA Cycling

            _____________________________________________
Printed Name 

It is important that has many team representatives attend the next MOBRA meeting, Monday January 13th to discuss the above USA Cycling agreement. Your input is needed. All other interested parties are also welcome to attend.

Starting in 2003 MOBRA will meet the 2nd Monday of each month. Not the 3rd Monday as in previous years. All meetings are held in the Clayton Library at 7:00 p.m. Team representatives are urged to attend this next meeting.