CM-2018-1607 - 1/12/2018HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effecti►e Date") by and between FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR,
INC., 209 Trailwood Drive, Allen, TX 75002, and the CITY OF ROUND ROCK, TEXAS ([he
"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:
FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR (the "event") in Round Rock. Texas,
on or about June 9 through June 10, 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 arc hereby acknowledged,
FLAG FOOTBALL WORLD CHAMPIONSIIIP TOUR, INC. and City/I10st agree as follows;
1. Desi nation and Rights as Official Host Partner
(a) City -Host shall be designated as an "Official Host Partner' for the event.
(b) FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. has the
right to secure its own sponsors or sponsorships for the event.
(c) City Host acknowledges that FLAG FOOTBALL WORLD
CHAMPIONSHIP TOUR, INC. has granted and/or may grant to other
National Corporate Sponsors, National Partners, or Licensees the use of
the FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC.'s
Marks (defined herein as FLAG FOOTBALL WORLD
CHAMPIONSHIP TOUR, fNC.'s trademarks, trade names, service
marks and logos) in the promotion of FLAG FOOTBALL WORLD
CHAMPIONSHIP TOUR, WC.'s goods or services. Said licensing and
merchandising relationships shall be on a Iocal, regional, and national
basis.
(d) FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. 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. FLAG FOOTBALL
WORLD CHAMPIONSHIP TOUR, INC. 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. FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR INC.'s Ri hts and
Responsibilities
(a) FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. shall have
the right to receive and retain, in accordance with conditions recited
herein, all team entry fees from the event.
(b) FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. 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. FLAG FOOTBALL WORLD
CHAMPIONSHIP TOUR, INC. 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) FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC., 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
FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. is in compliance
with all terms of this Agreement, City/Host shall pay to FLAG FOOTBALL
WORLD CHAMPIONSHIP TOUR, INC. the following:
(a) Rights Fee of Nine Thousand Eight Hundred Tett and No/100 Dollars
($9,810.00). Such rights fee shall assist in covering FLAG FOOTBALL
WORLD CHAMPIONSHIP TOUR, 1NC.'s event costs, specifically
venue rental costs as set forth herein. The rights fee of 59,810.00 shall be
due and payable by City/Host to FLAG FOOTBALL WORLD
CHAMPIONSHIP TOUR, INC. upon execution of this Agreement and
shall be used by FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR,
INC. as follows:
(i) Upon receipt of the rights fee from City/Host, FLAG FOOTBALL
WORLD CHAMPIONSHIP TOUR, INC. 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 FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC.
prior to the execution of this Agreement, the rights fee shall be
used toward the remaining costs of the venue rental.
2
(ii) In the event FLAG FOOTBALL WORLD CHAMPIONSHIP
TOUR, INC. 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,
FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC.
shall provide City/flost (attn: Nancy Yawn, Director of Round
Rock CV13) 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 CVIS) 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 Cityillost 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 he 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 June 10, 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 othcr 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 its connection herewith.
(d) Each of the foregoing representations, warranties and covenants shall be
true at all times during the terns hereof.
6. Use and Ownership of Marks
FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. and Cityllost
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 FLAG
FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. Mark or City/Host Mark.
Accordingly, in the event of any unauthorized use of any FLAG FOOTBALL
WORLD CHAMPIONSHIP TOUR. INC. 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 perfonnance.
7. No Joint Venture
This Agreement does not constitute and shall not be constructed as constituting a
partnership, employer-cmployce, or joint venture between or among FLAG
FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. or City/Host. FLAG
FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. 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.
S. 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. otice
Whenever notice is required to he given by either party to the other under this
Agreement, it shall he sent by certified U.S. mail with receipt confirmed to the
following:
To FLAG FOOTBALL WORLD Cl IAMPIONSHIP TOUR, INC.:
Travis Burnett
Co-Foundcr
209 Trailwood Drive
Allen, TQC 75002
To City/Host:
Laurie I Iadley
City Manager
City of Round Rock
221 Fast Main Street
Round Rock, Texas 78664
Each party shall have the obligation to notify the other of any change in address Cor these
notice purposes.
10. Termination and Cancellation
(a) If the other party materially defaults in the perfornlancc 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 parry 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 FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. and
shall provide FLAG FOOTBALL WORLD CHAMPIONSHIP fIP TOUR,
INC. 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 [tights Fee based on those
benefits actually determined by City/Ilost to have been provided to
City/Host by FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR,
INC. prior to termination or cancellation. In the event that City/Host has,
as of the effective date of termination or cancellation, paid FLAG
FOOTBALL WORLD CHAMPIONSHIP TOUR, INC. more of the
Rights Fee than required by this section and this Agreement, then and in
that event FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR, INC.
shall be obligated to promptly refund the full difference to City Host.
11. Indemnification
To the extent allowed by law. CityfHost hereby agree to hold harmless FLAG
FOOTBALL WORLD CHAMPIONSHIP TOUR. INC., and its affiliates and
subsidiaries, and the agents, represcntativcs, 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/1 cost's intentional or negligent actions
or omissions under this Agreement, including but not limited to trademark
infringements based upon FLAG FOOTBALL WORLD CHAMPIONSHIP
TOUR, iNC.'s use of the City/Host Marks as approved in accordance with this
Agreement, contests, sweepstakes or other activities conducted by City/llost
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, FLAG FOOTBALL WORLD CHAMPIONSHIP
TOUR, INC. 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) FLAG I.00TBALL WORLD
6
CHAMPIONSHIP TOUR, INC.'s intentional or negligent actions or omissions
under this Agrcement, including but not limited to trademark infringements based
upon City/Host's use of FLAG FOOTBALL WORLD CHAMPIONSHIP TOUR,
INC.'s Marks as approved in accordance with this Agreement, contests.
sweepstakes or other activities conducted by FLAG FOOTBALL WORLD
CHAMPIONSHIP TOUR, INC. pursuant to this Agreement, and any product
demonstrations or products distributed by FLAG FOOTBALL WORLD
CHAMPIONSHIP TOUR. INC. pursuant to this Agreement and (ii) any breach of
this Agreement by FLAG FOOTBALL WORLD CIIAMPIONSI IIP TOUR. INC.
Each party will promptly notify the other or 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 FLAG
FOOTBALL WORLD CHAMPIONSHIP IIP TOUR, INC. with respect to the
subject matter herein and shall supersede any and all other agreements, whether
oral or otherwise, between the parties. Any amendment, 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 hind.
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 lnrorniation 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 or any specific teens or conditions hereof is authorized in ndvance in
writing by the parties, and except for disclosures required in the course of legal
proceedings arising out of this Alp7eement, 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.
7
Ia. 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 tennis
or conditions herein, exclusive venue for same shall lic in Williamson County.
Texas. This Agreement shall be governed by and construed in accordance with
the laws and court decisions of'the Stale 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 clic 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
any other right, power or remedy. No waiver or modification of this Agreement
or of any provision herein, including [his section, shall be valid unless it is in
writing and duly executed by the party charged with it.
19. licadines
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 Majeure
No party hereto will be responsible for the performance of any of its obligations
hereunder if prevented, delayed or hindered by war, riots insuiTection, 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.
FLAG FOOTBALL WORLD
CHAMP P)SHIPT TOUR, INC.
By:
Name
Title: '. Lt
Date: i ZI i I -1
CITY OF ROUND ROCK, TEXAS
By: �/i>l•L�(1✓J
Name: r` 11 rLt
Title: 5� t [?
Date: I— 1 a —1
For City, Attest:
By:
Sa4LitcdCPiC1c*rk—
For
City, Approved,o Form:
By:
r'
L. Sheets, City Attorney
City of Round Rock
ROUND RocEc Agenda Item Summary
Agenda Number:
Title: Flag Football Wolyd Championship Tour, Inc.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 1/12/2018
Dept Director: Chad McKenzie
cost: $9,810.00
Indexes:
Attachments: CMAF FFWCT, Host Partner Agrmt NOT SIGNED
Department: Sports Management and Tourism
Text of Legislative File CM -2018-1607
Flag Football World Championship Tour, Inc.
Consider authorizing a Host Partner Agreement with Flag Football World Championship
Tour, Inc. for the 2018 Flag Football World Championship Tour at the Old Settlers Park
Multipurpose Field Complex ("Multipurpose Complex").
Cost: $9,810.00
Source of Funds: HOT Funds
City of Round Rock Page 1 Printed on 1/I0/2018