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CM-2018-1623 - 1/26/2018CITY OF ROUND ROCK AGREEMENT FOR TOURNAMENT COORDINATION SERVICES THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § KNOW ALL BY THESE PRESENTS: THIS AGREEMENT is entered into on February 1, 2018, by the City of Round Rock, Williamson County, State of Texas, a home -rule municipal corporation (the "City"), located at 221 East Main Street, Round Rock, Texas 78664, and Janass Sports Ventures, LLC (d/b/a CTX Sports), (the "Coordinator"), located at 20716 Windmill Ridge St., PflugerviIle, Texas 78660. WHEREAS, the City owns and maintains Old Settlers Park ("OSP"), including the Multi Purpose Field Complex located within OSP, located at 3300 Palm Valley Boulevard, Round Rock, Texas ("the Premises"); and WHEREAS, the Premises are utilized for various sports and recreational events and activities; and WHEREAS, Coordinator desires to recruit teams to play in baseball tournaments located at the Premises; and WHEREAS, the City desires to provide the Coordinator the exclusive right to coordinate tournaments to be played at the Premises on the specific dates and times set forth herein, subject to the conditions set forth within; and WHEREAS, the parties desire to enter into an agreement for the provision of tournament coordination services at the Premises based upon the terms set forth below; NOW THEREFORE, in consideration of the terms, conditions and covenants herein contained, the parties agree as follows: SECTION 1. INCORPORATION OF RECITALS The recitals set forth above ore true and correct and incorporated into this Agreement. SECTION 2. EFFECTIVE; TERM 1. The term of this Agreement shall commence on February I, 2018 and continue through December 31, 2018 ("Expiration Date"). � L,/1L-'f- 2jCiT-lam 23 ?. The parties may agree in writing, subject to the approval of the City's authorized agent, to extend the Agreement prior to the Expiration Date of the initial term or any subsequent extended term. SECTION 3. TERMS AND CONDITIONS I. The City shall grant the Coordinator the exclusive use of the Premises or a portion of the Premises described below in subsection (2) for tournaments on the following dates: February 17-18, 2018 March 24-25, 2018 June 2-3, 2018 July 6-13, 2018 2. The portions of the Premises to be exclusively used for tournaments coordinated by the Coordinator on the dates set forth in subsection (1) above are: Triple Crown Complex Silver Slugger Complex Cy Young Complex Gold Glove Complex 3. The portions of the Premises described in subsection (2) above must be solely used for tournaments on the dates set forth in subsection (1) above. Failure to comply with this term may result in immediate termination of this Agreement. 4. Coordinator shall ensure tournaments on the dates specified in subsection (2) above last the entire duration of time exclusively allocated for the tournament and do not terminate early. 5. At least fifty (50) percent of the teams participating in the tournaments held on the dates listed in subsection (2) shall be traveling teams from outside the Round Rock requiring overnight Iodging throughout the tournaments. SECTION 4. REPORTING AND ACCOUNTING The Coordinator shall be required to provide in a format acceptable to the City, verification that at least fifty (50) percent of the teams participating in each tournament were traveling teams that required hotel lodging within the City's limits. Reporting shall be provided to the City within ten (10) days of the completion of each tournament. SECTIONS. INDEMNIFICATION Each party shall indemnify, and hold the other party harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of the other party. Nothing herein shall be deemed to limit the rights of the parties (including but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. SECTION 6. TERMINATION 1. Termination for Convenience. The parties shall have the right to terminate this Agreement, for convenience and without cause, within ninety (90) days written notice to the non -terminating party. 2. Termination for Default. If any party breaches any of the terms and conditions of this Agreement and fails to rectify such default in accordance with a written notice from a non -defaulting party within ten (10) days after the date of such notice (or a longer period if all parties agree to same in writing), a non -defaulting party may terminate this Agreement at any time thereafter. SECTION 7. COMPLIANCE WITH LAWS, RULES AND REGULATIONS The Coordinator, its agents, and employees shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. SECTION S. FORCE MAJEURE A. Force Majeure. The failure of the City to perform its obligations under this Agreement shall be excused to the extent, and for the period of time, such failure is caused by the occurrence of an event of Force Majeure. Force Majeure shall mean acts and events not within the City's control, and which the City has been unable by the exercise of due diligence to avoid or prevent. Events of Force Majeure include, without limitation: Acts of God; strikes, Iockouts, or other industrial disputes; inability to obtain material, equipment or labor; epidemics, civil disturbances, acts of domestic or foreign terrorism, wars within the continental United States, riots or insurrections; landslides, lightning, earthquakes, fires, storms, floods or washouts; arrests and restraint of rulers and people; interruptions by government or court orders; declarations of emergencies by applicable Federal, State, or local authorities; present or future orders of any regulatory body having proper jurisdiction and authority; explosions; and breakage or accident to machinery. B. Notice. The City shall give the Coordinator prompt notice of the event of Force Majeure by electronic mail, facsimile transmission, or telephone confirmed promptly thereafter in writing, and shall use due diligence to remedy the event of Force Majeure, as soon as reasonably possible; provided, however that nothing contained herein shall be construed to require a party to settle a strike or other labor dispute against its will. C. Termination. If performance of the terms of this Agreement is prevented in whole or in material part by an event of Force Majeure, the City may terminate this Agreement upon written notice. SECTION 8. APPLICABLE LAW; ENFORCEMENT AND VENUE 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 the courts of Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. SECTION 9. DISPUTE RESOLUTION The Coordinator hereby expressly agree that no claims or disputes between the Coordinator and the City arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. SECTION 10. SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void SECTION 11. ASSIGNMENT AND DELEGATION The Coordinator hereby binds itself, its successors, assigns and legal representatives with respect to this Agreement. License shall not assign, sublet or transfer any interest or rights under this Agreement without prior written authorization of the City. SECTION 12. NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given to the Coordinator as follows; (1) when delivered personally to the Coordinator; or (2) three (3) days after being deposited in the United States mail, with postage prepaid to Coordinator at the address provided to the City. Notice to the City shall be considered given when delivered personally to the addresses below, or three (3) days after being deposited in the United States mail, with postage prepaid to the addresses below. Laurie Hadley, City Manager Stephan L. Sheets, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of the City and Coordinator. SECTION 13. NONAVAIVER The City's failure to complain of any action, non -action or default of Coordinator, whether singular or repetitive, shall not constitute a waiver of any of the City's rights unless the City expressly agrees in a separate written instrument supported by independent consideration. The City's waiver of any right, or any default of Coordinator shall not constitute a waiver of any other right or constitute a waiver of any other default or any subsequent default No act or omission by the City or City's agents shall be deemed an acceptance or surrender of the City. The City's agents and representatives do not have authority to make any changes to this Agreement, make any agreements with Coordinator, or accept surrender of the right to use the Premises unless same are in writing and signed by an authorized agent of the City. SECTION 14. ATTORNEY'S FEES If the City is required to file suit to collect any amount owed it under this Agreement, the City shall be entitled to collect reasonable attorney's fees, court costs and other expenses of litigation if it prevails in such suit. SECTION 15. ENTIRE TERMS This Agreement constitutes the entire terms agreed upon by the parties, and supersedes any and all previous oral or written terms or representations between the parties. Coordinator agrees that the City and its agents have made no representations or promises with respect to this Agreement, except as expressly set forth herein, and that no claim or liability or cause for termination may be asserted by Coordinator against the City, and the City shall not be liable by reason of the breach of any alleged representation or promise not expressly stated in this Agreement. This Agreement may only be amended in writing signed by Coordinator and the City. Nothing in this Agreement gives or shall be construed to give or provide, any benefit, direct or indirect, to any third party. SECTION 16. WARRANTY OF AUTHORITY Ox)rdinator warrants and mpresents that the person signing this Agrccmcnt on its behalf has been duly avlhori'wd =d cmpowcred to do so, that it h:z takcn all action necessary to approve this Agrocment, and that this Agreement Ls a lawful and hindiug obligation of Court inattir_ IN WITNESS WHERI:UF, the parlie, have cxccurtod this Agreement on the dates hcreaftcr indicated. City of Round Roc14 Tex$s By. Printed Name.K-S -Title. �. ►�„� Date Signed - Attest: Attest: BY, Sara I._ White, VIL&L.7t'Icrlc For City, Approved a corm: Lay. Stcph 1,. Sheets, C ity Attorney Printed Name- Nck —1i .A,:. Title: '> i r CV - +w - Date Signed-' i - 70 LS City of Round Rock RO TEXAS o aortic Agenda Item Summary Agenda Number: Title: Janass Sports Venues, LLC dba CTX Sports Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 1/26/2018 Dept Director: Chad McKenzie Cost: $0.00 Indexes: Attachments: CMAF, Unsigned Agreement Department: Sports Management and Tourism Text of Legislative File CM -2018-1523 Janass Sports Venues, LLC dba CTX Sports Consider authorizing a Tournament Coordination Services Agreement with Janass Sports Venues, LLC dba CTX Sports for the coordination of baseball tournament at Old Settlers Park. Cost: NIA Source of Funds: City o/Round Rack Page T Pdnted on 1/22/2018