CM-2017-1434 - 7/14/2017HOST PARTNFIR AGREEMEN C
'fl -IIS AGREEMENT (the "Agreement") is executed effective as of dale of signing (the
''Effective Date") by and between NATIONAL COLLEGIA'I E TABLE TENNIS
ASSOCIATION ("NC7TA"), having offices at 154 Mill Run Lane, Saint Peters, Missouri
63376, and the CITY OF ROUND ROCI:, TEXAS (the " City,'I lost"), a texas home: -rule
municipality having offices M 221 East Main Street, Round Rock, 'texas 78664.
regarding Cityfl-lost's desire to become an "Official ]lost Partner" of the 2018
COLLEGE TABLE TENNIS NATIONAL CHAMPIONSIIIPS (the "event") in Round
Rocs., Texas. on or about April 18 through April 22, 2018, to be held at the Round Rock Sports
Center (-Sports Center'') owned and operated by the City/1-lost and located at 2400 Chisholm
Trail Drive, Round Rock, Texas 78681.
NOW, THEREFORE, in consideration of the premises herein set forth and other good
and valuable consideration, the receipt and sufficiency cif which are hereby acknowledged,
NC 1-I A and City,`Host agree a.s follows:
1. Desienation and Rights as Official Host Partner
(a) City/] -lost shall be designated as an "Official I lost Partner" for the event
(b) NC -1-1-A and Cityd lost acknowledge that City has one exclusive sponsor
for the Sports Center, Orthopedic Medicine, and NCI'I'A has the right to
secure its oNvn sponsors or sponsorships for the event with the exception
of any sponsors in the field of orthopedics.
(c) City/] -lost acknowledges that NCI-IrA has granted andlor may grant to
other National Corporate Sponsors, National Partners, or Licensees tite
use of the NCTTA's Marks (defined herein as NCTTA's trademarks,
trade names. service marks and logos) in the promotion of NCTTA's
goods or services. Said licensing and merchandising relationships shall
be oft a local, regional, and national basis.
(d) NC'ITA and CitO-lost acknovvledge that each recognizes the value of
inherent attributes of the good«ill associated with each other's respective
trademarks, trade names, service marks and logos. NC ITA and
City/1-lost shall not apply for and shall not obtain any stale or federal
service mark or trademark registration or any foreign service mark or
trademark that incorporates or uses the trademark, trade name, service
mark or logo of the other v, ithout the prior express written consent of'the
other.
2. NCTTA's Rights and Responsibilities
(a) NCTC A shall have the right to receive and retain, in accordance %%ith
conditions recited herein, all team entry fees from the cent.
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(b) NCrI`A shall obtain and maintain in full force and effect a general
liability insurance policy covering the event, and said insurance policy
shall fulfill all requirements of the Cit} of Round Rock. Texas as to
amount and coverage. A copy of such insurance certificate shall be
provided to City/l lost in advance of the event. NCTTA shall, upon the
direction of Cityl lost, include Cit) and designated sponsors as additional
insureds on such insurance policy at no additional cost or charge to
City/I Iost.
(c) NCTTA, at its own expense, shall have the sole responsibility for
establishing, organizing, and operating the event, including but not
limited to performing the following functions:
L Venue rental;
ii. Banquet;
iii. rrophics;
iv. Events programs and printing;
V. Staff and tournament shirts;
vi. Transportation for athletes and staff,
vii. Athlete and staff' lunches;
Viii. Tables/chair/bleachers.
Fees and Costs
As consideration for the rights and benefits granted herein, and provided that
NC'17A is in compliance with all terms of this Agreement, City/Host shall pay to
NCl-I'A the following:
(a) Rights Pee of fwcnty Thousand and No/100 Dollars ($20,000.00)
Such rights fee shall assist in covering NCTTA event costs as set forth in
Section 2, specifically venue rental, trophies, event programs and
printing, staff and tournament shirts, transportation costs and lunch costs.
The rights Ice of $20,000.00 shall be due and payable by City/Host to
NCYl*A as follows: $10,000.00 shall be due and payable thirty (30) days
prior to the event, and the remaining $10,000.00 shall be paid by
City/Host to NCTTA in U.S. funds by City of Round Rock check
immediately prior to the beginning of the event.
(c) Other Costs
City/Host shall be responsible for the costs associated with the premiums
or other expenses related to City-l-lost's on-site promotions. City/I lost
shall also be responsible for costs associated with the production of
City/Host's own promotional materials to be distributed on-site.
City/Host shall endeavor to ensure that all City/Host advertising and
promotion complies with all applicable laws, rules and regulations.
Terms
Subject to the recited terms and provisions of this Agreement, the term of this
Agreement shall commence immediately upon the execution hereof by both
parties and shall end by operation of its own terms after completion of the event
on April 22, 2418.
5. Representations and Warranties
Each party hereto represents and warrants to the other party as follo►►-s:
(a) It has the full right And legal authority to enter into and fully perform this
Agreement in accordance with the terms and conditions hereof.
(b) This Agreement, when executed, will be its legal. valid and binding
obligation enforceable against it in accordance ►► ith the terms and
conditions hereof, except to the extent that enforcement hereof may be
limited by bankruptcy, insolvency or other similar laws affecting
creditors' rights generally.
(c) The execution, delivery and performance of this Agreement does not and
will not violate or cause a breach of any other agreements or obligations to
which it is a party or by which it is bound, and no approval or other action
by any governmental authority or agency, or any other individual or entity,
is required in connection herewith,
(d) Each of the foregoing representations. warranties and covenants shall be
true at all times during the term hereof.
6. Use and Ownership of Marks
NCTTA and Cityll lost hereby agrees to use the Marks of the other only as set
forth herein and only for the purposes of advertising, marketing and promoting
the event and related events and goods as set forth in this Agreement. Each parry
shall retain ownership of its respective Marks. lJse of the Marks under this
Agreement shall be for the benelit of the respective Mark owner. 'ncc parties
acknowledge that the rights granted by each party under this Agreement possess a
special, unique and extraordinary character that make difficult the assessment of
monetary damage that would be sustained by such party as a result of any
unauthorized use of any NCITA Mark or City."I lost Mark. Accordingly, in the
event of any unauthorized use of any NurrA Mark or City/1-lost Marl: by the
other party (or a party authorized by such other party), each party shall, in
addition to any other contractual, legal and equitable rights and remedies as may
be available to it, have, during the term hereof and after the termination or
expiration of this Agreement, the right to take such reasonable steps as are
necessary to prevent any further unauthorized use of any such event Mark or
City/Host Mark, without being required to prove damages or furnish a bond or
other security, including petitioning a Court of competent jurisdiction for a
temporary restraining order, a preliminary or permanent injunction, andror a
decree for specific performance.
7. No Joint Venture
'this Agreement does not constitute and shall not be constructed as constituting a
partnership, employer-employee, or joint venture between or among NCITA or
City/l lost. NCTI'A is an independent contractor and is not Cit)"I cost's employee.
Neither party shall have any right whatsoever to obligate or bind the other party in
any manner whatsoever, except as expressly set forth herein. Neither part) has
authority to enter into contracts or relationships or to perform acts as agent for the
other party.
8. Assignment
This Agreement shall be binding on the parties and their respective successors and
assigns. Notwithstanding the preceding sentence, neither party may assign this
Agreement without the prior A ritten consent of the other party.
9. Notice
Whenever notice is required to be given by either part) to the other under this
Agreement, it shall be sent by certified U.S. mail "with receipt confirmed to the
lollo%%ing:
I o NCTI'A: Willy Leparulo, President
NCH A
154 Mill Run Lane
Saint Peters, Missouri 63376
'I o City/1-lost; Laurie Hadley
Cite Manager
City of Round Rock
221 Last Main Street
Round (tock, Texas 78664
Each party shall have the obligation to notify the other of any change in address ('or these
notice purposes.
10. Termination and Cancellation
(a) If the other party materially defaults in the performance of this Agreement,
and if such delault is not cured within thirty (30) days following written
notice of such default to the defaulting party, then and in that event either
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party hereto may terminate this Agreement without prejudice to any legal
or equitable rights to which such terminating party may be entitled, and
such termination shall be effective upon delivering notice to the other
party of such termination.
(b) Cityli-lost may terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon ninety (90) days' written
notice to the other party. prior to proceeding with a termination for cause,
City? -lost agree to use all reasonable efforts to resolve any and all issues
with NC17A and shall provide NC17A a reasonable amount of time to
remedy the issues to avoid a termination for cause.
(c) `l ermination 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 or to perform such obligations as may survive
termination.
(d) In the event of termination of this Agreement for any reason andlor the
cancellation of the event, the parties acknowledge that Cityll lost would
only be required to pay a prorata portion of its Rights Fee based on those
benefits actually determined by Cityll-lost to have been provided to
City4lost by NC'17A prior to termination or cancellation. In the event
that City/Host has, as of the effective date of termination or cancellation,
paid NC'ITA more of the Rights Fee than required by this section and this
Agreement, then and in that event NCI"IA shall be obligated to promptl)
refund the hill difi'erence to City='Bost.
11. Indemnification
To the extent allowed by law, City/I last hereby agree to hold harmless NCTTA,
and its affiliates and subsidiaries, and the agents. representatives, officers,
directors, employees and shareholders of the foregoing, from and against any
and all claims, suits, demands, damages, causes of action, expenses and
liabilities of any kind or character (including reasonable attorneys' fees and
costs) related to or arising out of, whether directl) or indirectly, (i) City?I lost's
intentional or negligent actions or omissions under this Agreement, including but
not limited to trademark infringements based upon NC'ITA's use of the City. -'Host
Marks as approved in accordance with this Agreement, contests, sweepstakes or
other activities conducted by City1lost pursuant to this Agreement, and any
product demonstrations or products distributed by City."Host pursuant to this
Agreement and (ii) any breach of this Agreement by City, -Host.
To the extent allowed by law, NC M -A hereby agree to hold harmless City+'Host,
and its affiliates and subsidiaries, and the agents, representatives, officers,
directors, employees and shareholders of the foregoing, from and against an), and
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all claims, suits, demands, damages, causes of action, expenses and liabilities of-
an)
fan) Lind or character (including reasonable atlorne) s' fees and costs) related to or
arising out of, whether directly or indirectly, (i) NCTTA's intentional or negligent
actions or omissions under this Agreement, including but not limited to trademark
infringements based upon City; Host's use of NCTTA's Marks as approved in
accordance with this Agreement, contests, sweepstakes or other
activities conducted by NCTTA pursuant to this Agreement, and any product
demonstrations or products distributed by NC JA pursuant to this Agreement
and (ii) any breach of this Agreement by NCTTA.
Each party will promptly notify the other of any claim. The terms, provisions and
conditions of this Section 12 shall survive the expiration or earlier termination of
this Agreement.
12. Entire Agreement
This Agreement constitutes the entire agreement bct►vecn OIN I lost and NCS I'A
with respect to the subject matter herein and shall supersede any and all other
agreements, %%hethcr oral or otherwise, between the parties. Any amendments or
modifications of this Agreement must be in ►►riting and signed by authorized
representatives of both parties.
13. Limitation of Liability
Not%%ithstanding anything contained herein to the contrary, in no event shall either
party be liable to the other party for any consequential. incidental, punitive,
special, or indirect damages of any kind.
14. Confidentialiht
The parties hereto expressly acknowledge that City;] lost is a Texas municipality
and, as such, is subject to and will obey the Public Information Act and other
related statutes.
Notwithstanding the foregoing, the parties hereto agree to maintain in confidence
the terms and conditions of this Agreement and any other information disclosed
that such disclosing part) has reasonably designated as confidential except for
disclosures to the parties' respective employees, agents, or representatives to the
extent necessary to implement this Agreement, and except where a proposed
disclosure or any specific terms or conditions hereof is authorized in advance in
writing by the parties, and except for disclosures required in the course of legal
proceedings arising out of this Agreement, in addition to any other remedies
available, injuncti%c relief' shall be available to an) aggrieved part). fhis
foregoing shall not apply to any information that becomes generally known
through no fault ofthe parties bound hereunder.
15. Execution
This Agreement may be executed in counterparts and shall be deemed executed
and binding upon signature by both parties hereof.
16. Governing Law
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all ofthe terms
or conditions herein, exclusive venue for same shall lie in Williamson County.
Texas. This Agreement shall be governed b% and construed in accordance with
the laws and court decisions of the State of Texas.
17. Severabilitv
Whenever possible, each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision of
this Agreement shall be invalid or enforceable under applicable law, such
provision shall be ineffective to the extent of such unenforceability or in
invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement. All obligations and rights or the parties expressed
herein shall be in addition to, and not in limitation of, those provided by
applicable law.
18. No Waiver
No failure or delay on the part of any of the parties in the exercise of any right,
power, or remedy under this Agreement shall operate as a waiver by such party
thereof, nor shall exercise by any of the parties of any right, power or remedy
preclude other or further exercise thereof by Ouch party or such party's exercise of
any other right, power or remedy. No waiver or modification of this Agreement
or of any provision herein, including this section, shall be valid unless it is in
writing and duly executed by the party charged w ith it.
19. Heading!
The headings contained in this Agreement arc for convenience only and shall not
be construed as an interpretation of any of the language contained herein.
20. Survival
All rights and obligations that accrue pursuant hereto prior to the expiration or
termination of this Agreement, as the case may be, and the representations and
warranties made in and the indemnifications provided pursuant to this Agreement
shall survive the expiration or earlier termination of this Agreement.
21. Force Maieure
No party hereto will be responsible for the performance of any of its obligations
hereunder if prevented, delayed or hindered by N%ar, riots insurrection, embargoes,
strikes, concealed acts of workmen, casualty, accidents, acts of terror, or any other
occurrence beyond such party's control, excluding weather.
IN WITNESS WI IERE01=, the parties hereby execute this Agreement on the indicated dates.
The National Collegiate
Table "Tennis Associatio
By: l/&'
Name VM1
I itle•
Date:
City of 59
9�,und Rock, Texas
d
Name:A14'e __�
fitic:_,
Date: Nl-12.2•_
For City, Attest:
rdt�
By: a%- —.
Sara L. White, City Clerk
jV
City of Round Rock
Ov
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Host Partner Agreement with NCTTA to bring the
2018 College Table Tennis National Championships to The Round Rock
Sports Center.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 7/14/2017
Dept Director: Chad McKenzie
Cost: $20,000.00
Indexes:
Attachments: LAF - 2018 Table Tennis National Championships, Agreement - 2018
Table Tennis National Championships
Department: Sports Management and Tourism
Text of Legislative File CM -2017-1434
Consider authorizing a Host Partner Agreement with NCTTA to bring the 2018 College
Table Tennis National Championships to The Round Rock Sports Center.
Contract approval request for the Round Rock Sports Center to host NCTTA College
Table Tennis Championship April 18-22, 2018.
Cost. $20,000
Source of Funds: HOT Fund
Cityof Round Rock Page 1 Printed on 7/11/2017