CM-2017-1498 - 10/20/2017HOST PARTNER AGREEMENT
THIS AGREEMENT (the `Agreement") is executed effective as of date of signing (the
"Effective Date") by and between USA JUDO, One Olympic Plaza, Colorado Springs, CO
80909, and the CITY OF ROUND ROCK, TEXAS (the "City/Host"), a Texas home -rule
municipality having offices at 221 East Main Street, Round Rock, Texas 78664, regarding
City/Host's desire to become an "Official Host Partner" of the USA JUDO SENIOR
NATIONAL CHAMPIONSHIPS (the "event") in Round Rock, Texas, on or about May 1 l
through May 13, 2018, to be held at the Round Rock Sports Center ("Sports Center") owned and
operated by the City/Host and Iocated 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 of which are hereby acknowledged, USA
JUDO and City/Host agree as follows:
1. Designation and Rights as Official Host Partner
(a) City/Host shall be designated as an "Official Host Partner" for the event.
(b) USA JUDO and City/Host acknowledge that City has one exclusive
sponsor for the Sports Center, Orthopedic Medicine, and USA JUDO has
the right to secure its own sponsors or sponsorships for the event, except
for any sponsors in the field of orthopedics.
(c) City/Host acknowledges that USA JUDO has granted and/or may grant to
other National Corporate Sponsors, National Partners, or Licensees the
use of the USA JUDO's Marks (defined herein as USA JUDO's
trademarks, trade names, service marks and logos) in the promotion of
USA JUDO's goods or services. Said licensing and merchandising
relationships shall be on a local, regional, and national basis.
(d) USA JUDO and City,, -'Host acknowledge that each recognizes the value of
inherent attributes of the goodwill associated with each other's respective
trademarks, trade names, service marks and logos. USA JUDO and
City/Host shall not apply for and shall not obtain any state 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 without the prior express written consent of the
other.
2. USA JUDO's Rights and Responsibilities
(a) USA JUDO shall have the right to receive and retain, in accordance with
conditions recited herein, all team entry fees from the event.
(b) USA JUDO shall obtain and maintain in full force and affect a general
liability insurance policy covering the event, and said insurance policy
0341748, ss2
j l— 2 1-7- 14 S
shall fulfill all requirements of the City of Round Rock, Texas as to
amount and coverage. A copy of such insurance certificate shall be
provided to City/Host in advance of the event. USA JUDO shall, upon
the direction of City/Host, include City and designated sponsors as
additional insureds on such insurance policy at no additional cost or
charge to City/Host.
(c) USA JUDO, at its own expense, shall have the sole responsibility for
establishing, organizing, and operating the event.
3. Fees and Costs
As consideration for the rights and benefits granted herein, and provided that USA
JUDO is in compliance with all terms of this Agreement, City/Host shall pay to
USA JUDO the following:
(a) Rights Fee of Thirty Thousand and No/100 Dollars ($30,000). Such
rights fee shall assist in covering USA JUDO'S event costs, specifically
venue rental costs as set forth herein. The rights fee of $30,000 shall be
due and payable by City/Host to USA JUDO upon execution of this
Agreement and shall be used by USA JUDO as follows:
(i) Upon receipt of the rights fee from City/Host, USA JUDO shall
use the rights fee to pay the deposit amount required by the venue
to secure the venue for the Event. In the event the deposit has
already been paid by USA JUDO prior to the execution of this
Agreement, the rights fee shall be used toward the remaining costs
of the venue rental.
(ii) In the event USA JUDO pays the deposit for the venue rental and
there are remaining monies available from the rights fee, those
remaining monies shall be used towards the remaining costs of the
venue rental.
(iii) Within fifteen (15) days of the execution date of this Agreement,
USA JUDO shall provide City, -Host (attn. Nancy Yawn, Director
of Round Rock CVB) verification that the deposit for the venue
has been paid. Verification that the venue costs have been paid in
full shall be provided to the City,"Host (attn. Nancy Yawn, Director
of Round Rock CVB) within three (3) days of full payment of the
venue rental.
(iv) Failure to provide verification to City/Host as required in
subsection (iii) above shall be considered a material breach of this
Agreement and City/Host shall at its sole discretion seek any and
all remedies available under Texas Law.
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(b) Other Costs
City/Host shall be responsible for the costs associated with the premiums
or other expenses related to City/Host's on-site promotions. City/Host
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.
4. 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 May 13, 2018.
5. Representations and Warranties
Each party hereto represents and warrants to the other party as follows:
(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 with 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
USA JUDO and City,`Host 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 party
shall retain ownership of its respective Marks. Use of the Marks under this
Agreement shall be for the benefit of the respective Mark owner. The 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
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unauthorized use of any USA JUDO Mark or City/Host Mark. Accordingly, in
the event of any unauthorized use of any USA JUDO Mark or City/Host Mark 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, and/or 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 USA JUDO
or City/Host. USA JUDO is an independent contractor and is not City/Host'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 party 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 written consent of the other party.
9. Notice
Whenever notice is required to be given by either party to the other under this
Agreement, it shall be sent by certified U.S. mail with receipt confirmed to the
following:
To USA JUDO: Keith Bryant, CEO
USA JUDO
One Olympic Plaza
Colorado Springs, CO 80909
To City/Host: Laurie Hadley
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
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Each party shall have the obligation to notify the other of any change in address for these
notice purposes.
10. Termination and Cancellation
(a) If the other party materially defaults in the performance of this Agreement,
and if such default is not cured within thirty (30) days following written
notice of such default to the defaulting party, then and in that event either
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) City/Host may terminate this Agreement, in whole or in part, for
convenience and witho cause, at any time upon ninety (90) days' written
notice to the other party. Prior to proceeding with a termination for cause,
City/Host agree to use all reasonable efforts to resolve any and all issues
with USA JUDO and shall provide USA JUDO a reasonable amount of
time to remedy the issues to avoid a termination for cause.
(c) 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 or to perform such obligations as may survive
termination.
(d) In the event of termination of this Agreement for any reason and/or the
cancellation of the event, the parties acknowledge that City/Host would
only be required to pay a prorate portion of its Rights Fee based on those
benefits actually determined by City/Host to have been provided to
City/Host by USA JUDO prior to termination or cancellation. In the event
that City/Host has, as of the effective date of termination or cancellation,
paid USA JUDO more of the Rights Fee than required by this section and
this Agreement, then and in that event USA JUDO shall be obligated to
promptly refund the full difference to City/Host.
11. Indemnification
To the extent allowed by law, City;"Host hereby agree to hold harmless USA
JUDO, 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 directly or indirectly, (i) City/Host's intentional or
negligent actions or omissions under this Agreement, including but not limited to
trademark infringements based upon USA JUDO's use of the City/Host Marks as
approved in accordance with this Agreement, contests, sweepstakes or other
activities conducted by City/Host 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, USA JUDO 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
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 directly or indirectly, (i) USA JUDO's
intentional or negligent actions or omissions under this Agreement, including but
not limited to trademark infringements based upon City/Host's use of USA
JUDO's Marks as approved in accordance with this Agreement, contests,
sweepstakes or other activities conducted by USA JUDO pursuant to this
Agreement, and any product demonstrations or products distributed by USA
JUDO pursuant to this Agreement and (ii) any breach of this Agreement by USA
JUDO.
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 between City/Host and USA
JUDO with respect to the subject matter herein and shall supersede any and all
other agreements, whether oral or otherwise, between the parties. Any
amendments or modifications of this Agreement must be in writing and signed by
authorized representatives of both parties.
13. Limitation of Liability
Notwithstanding 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. Confidentiality
The parties hereto expressly acknowledge that City., -Host 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 party 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 of 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, injunctive relief shall be available to any aggrieved party. This
foregoing shall not apply to any information that becomes generally known
through no fault of the 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 of the terms
or conditions herein, exclusive venue for same shall lie in Williamson County,
Texas. This Agreement shall be governed by and construed in accordance with
the laws and court decisions of the State of Texas.
17. Severability
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 such party or such party's exercise of
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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 with it.
19. Headings
The headings contained in this Agreement are 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 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 war, 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, WHEREOF, the parties hereby execute this Agreement on the indicated
dates.
X-MV111-11f:
By/
Name 1�/
Title:
Date: %v
City of Round Rock, Texas
By: �-,Jitas;;O
Name: Xt AX--^ r
Title:
Date: __.._ /D� "moo -f -7
For City, Attest:
By:
Sara L. White, City Clerk
City of Round Rock
J�RO�UNDROC{` Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Host Partner agreement with USA Judo for the USA
Senior National Championships at the Round Rock Sports Center.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/20/2017
Dept Director: Chad McKenzie
Cost: $30,000.00
Indexes:
Attachments: LAF, Agreement
Department: Sports Manaqement and Tourism
Text of Legislative File CM -2017-1498
Consider authorizing a Host Partner agreement with USA Judo for the USA Senior
National Championships at the Round Rock Sports Center.
Contract approval request for the Round Rock Sports Center to host the USA Judo Senior
National Championships May 11-13, 2018.
*"If there is no cost for the item please delete from here down before submitting"
Cost: $30,000
Source of Funds: HOT Funds
City of Round Rock Page 1 Printed on 10/19/2017