CM-2017-1560 - 11/28/2017HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between US QUIDDITCH, PO Box 79304, Charlotte, NC 2827I, 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 US QUIDDITCH CUP 11 (the "event") in Round
Rock, Texas, on or about April 14 through April 15, 2018, to be held at the Old Settlers Park
Multipurpose Field 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, US
QUIDDITCH 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) US QUIDDITCH has the right to secure its own sponsors or sponsorships
for the event.
(c) City/Host acknowledges that US QUIDDITCH has granted and/or may
grant to other National Corporate Sponsors, National Partners, or
Licensees the use of US QUIDDITCH's Marks (defined herein as US
QUIDDITCH's trademarks, trade names, service marks and logos) in the
promotion of US QUIDDITCH's goods or services. Said licensing and
merchandising relationships shall be on a local, regional, and national
basis.
(d) US QUIDDITCH 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. US
QUIDDITCH 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. US OUIDDITCH's Rights and Responsibilities
(a) US QUIDDITCH shall have the right to receive and retain, in accordance
with conditions recited herein, all team entry fees from the event.
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(b) US QUIDDITCH shall obtain and maintain in full force and affect a
general liability insurance policy covering the event, and said insurance
policy 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. US QUIDDITCH 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) US QUIDDITCH, 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 US
QUIDDITCH is in compliance with all terms of this Agreement, City/Host shall
pay to US QUIDDITCH the following:
(a) Rights Fee of Forty Thousand five hundred seventy-five and No/100
Dollars ($40,575.00). Such rights fee shall assist in covering US
QUIDDITCH's event costs, specifically venue rental costs as set forth
herein. The rights fee of $40,575.00 shall be due and payable by
City/Host to US QUIDDITCH upon execution of this Agreement and
shall be used by US QUIDDITCH as follows:
(i) Upon receipt of the rights fee from City/Host, US QUIDDITCH
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 US QUIDDITCH 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 US QUIDDITCH 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,
US QUIDDITCH 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.
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(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.
(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 April 15, 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
US QUIDDITCH 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.
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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 US QUIDDITCH Mark or City/Host Mark. Accordingly,
in the event of any unauthorized use of any US QUIDDITCH 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.
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 US
QUIDDITCH or City/Host. US QUIDDITCH 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.
Assienment
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.
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 US QUIDDITCH:
Sarah Woolsey
Executive Director
PO Box 79304
Charlotte, NC 28271
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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 notice to the other
party of such termination.
(b) City/Host 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/Host agree to use all reasonable efforts to resolve any and all issues
with US QUIDDITCH and shall provide US QUIDDITCH 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 US QUIDDITCH prior to termination or cancellation. In the
event that City/Host has, as of the effective date of termination or
cancellation, paid US QUIDDITCH more of the Rights Fee than required
by this section and this Agreement, then and in that event US
QUIDDITCH 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 US
QUIDDITCH, 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 US QUIDDITCH'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, US QUIDDITCH hereby agrees 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) US QUIDDITCH's
intentional or negligent actions or omissions under this Agreement, including but
not limited to trademark infringements based upon City/Host's use of US
QUIDDITCH's Marks as approved in accordance with this Agreement, contests,
sweepstakes or other activities conducted by US QUIDDITCH pursuant to this
Agreement, and any product demonstrations or products distributed by US
QUIDDITCH pursuant to this Agreement and (ii) any breach of this Agreement
by US QUIDDITCH.
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 US
QUIDDITCH 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.
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.
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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. Headines
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.
24. 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 on the following page.]
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IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated dates.
US QUIDDITCH CITY OF OUND ROCK, TEXAS
By: By:
Name Sarah Woolsey Name: C..
Title: Executive Director Title: �—
Date: November 15, 2017 Date: —z.Y—r
For City, Attest:
'':.1 ► r
For City, Approved as to For
By:
StephanrLegheets, City Attorney
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City of Round Rock
Ro,'t, c Agenda Item Summary
Agenda Number:
Title: 2018 US Quidditch Host Partner Agreement
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 11/24/2017
Dept Director: Chad McKenzie
Cost: $40,575.00
Indexes: Hotel Occupancy Tax Fund
Attachments: CMA for US Quidditch 2018, US Quidditch Host Partner Agreement
Department: Sports Management and Tourism
Text of Legislative File CM -2017-1560
Consider authorizing a Host Partner Agreement with US Quidditch for the City to host the
US Quidditch Cup 11 at the Round Rock Multipurpose Complex.
Contract approval request for the Round Rock Multipurpose Complex to host the 2018 US
Quidditch Cup 11 April 14-15, 2018.
Cost: $40,575.00
Source of Funds: HOT Fund
City o/found Rack Page i Pdnted an 11/21/2017