CM-2017-1521 - 10/27/2017HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between US LACROSSE, INC. (USL), 2 Loveton Circle, Sparks, MD
21152, and the CITY OF ROUND ROCK, TEXAS (the "City/Hosf), 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 2018 WOMEN'S
COLLEGIATE LACROSSE ASSOCIATES NATIONAL CHAMPIONSHIPS (the "event")
in Round Rock, Texas, on or about May 7 through May 13, 2018, to be held at the Round Rock
Multipurpose Complex ("Multipurpose Complex") owned and operated by the City/Host and
located at 3300 Palm Valley Boulevard, Round Rock, Texas 78664.
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, USL
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) USL has the right to secure its own sponsors or sponsorships for the
event.
(c) City/Host acknowledges that USL has granted and/or may grant to other
National Corporate Sponsors, National Partners, or Licensees the use of
the USL's Marks (defined herein as USL's trademarks, trade names,
service marks and logos) in the promotion of USL's goods or services.
Said licensing and merchandising relationships shall be on a local,
regional, and national basis.
(d) USL 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. USL 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. USL's Rights and Responsibilities
(a) USL shall have the right to receive and retain, in accordance with
conditions recited herein, all team entry fees from the event.
(b) USL shall obtain and maintain in full force and affect a general liability
insurance policy covering the event, and said insurance policy shall fulfill
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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. USL shall, upon the direction of
City/Host, include City as an additional insured on such insurance policy
at no additional cost or charge to City/Host.
(c) USL, 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 USL
is in compliance with all terms of this Agreement, City/Host shall pay to USL the
following:
(a) Rights Fee of Twenty -Six Thousand and No/100 Dollars ($26,000.00).
Such rights fee shall assist in covering USUS event costs, specifically
venue rental costs as set forth herein. The rights fee of $26,000.00 shall
be due and payable by City/Host to USL upon execution of this
Agreement and shall be used by USL as follows:
(i) Upon receipt of the rights fee from City/Host, USL 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 USL 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 USL 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. In the event the rights fee exceeds the total cost of
the venue rental, the rights fee may be used toward additional
event costs.
(iii) Within fifteen (15) days of the execution date of this Agreement,
USL shall provide City/Host (atm: 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
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Agreement and City/Host shall at its sole discretion seek any and
all remedies available under Texas Law.
(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
USL 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
unauthorized use of any USL Mark or City/Host Mark. Accordingly, in the event
of any unauthorized use of any USL 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 USL or
City/Host. USL 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 via e-mail; facsimile; or by certified U.S. mail with
receipt confirmed to the following:
Mark Hogan
VP Brand Marketing & Membership
113 West University Parkway
Baltimore, MD 20210
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With copy to:
Jacob T. Byrne, Tydings & Rosenberg LLP
One East Pratt Street, Suite 901
Baltimore, MD 21202
To City/Host:
Laurie Hadley
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
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 written notice to the
other party of such termination.
(b) City/Host may terminate this Agreement, in whole or in part, for
convenience and with 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 USL and shall provide USL 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 prorata portion of its Rights Fee based on those
benefits actually determined by City/Host to have been provided to
City/Host by USL prior to termination or cancellation. In the event that
City/Host has, as of the effective date of termination or cancellation, paid
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USL more of the Rights Fee than required by this section and this
Agreement, then and in that event USL 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 USL, 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 USL'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, USL 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) USL's intentional or negligent actions or
omissions under this Agreement, including but not Iimited to trademark
infringements based upon City/Host's use of USL's Marks as approved in
accordance with this Agreement, contests, sweepstakes or other activities
conducted by USL pursuant to this Agreement, and any product demonstrations or
products distributed by USL pursuant to this Agreement and (ii) any breach of
this Agreement by USL.
Each party will promptly notify the other of any claim. The terms, provisions and
conditions of this Section 11 shall survive the expiration or earlier termination of
this Agreement.
12. Entire Agreement
This Agreement constitutes the entire agreement between City/Host and USL 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.
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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.
15. 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.
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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
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, 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 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.
[Signatures are on the following page.]
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated dates.
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For City, A oved as to F rm:
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City of Round Rock
ar°r_x,au"s°'�°` Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Host Partner Agreement between the City and US
Lacrosse, Inc. for the 2018 Women's Collegiate Lacrosse Associates
National Championships.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/27/2017
Dept Director: Chad McKenzie
Cost: $26,000.00
Indexes:
Attachments: Agreement, LAF
Department: Sports Management and Tourism
Text of Legislative File CM -2017-1521
Consider authorizing a Host Partner Agreement between the City and US Lacrosse, Inc.
for the 2018 Women's Collegiate Lacrosse Associates National Championships.
Contract approval request for the Round Rock Multipurpose Complex to host the 2018
Women's Collegiate Lacrosse Associates National Championships May 7-13, 2018.
**!f there is no cost for the item please delete from here down before submitting"*
Cost: $26,000.00
Source of Funds: HOT Funds
CltyafRoundRock Pape 1 Printed on 10+26/2017