CM-2018-1631 - 2/6/2018CITY OF ROUND ROCK
AGREEMENT FOR
TOURNAMENT RDIN TION SERVICFA
THE STATE OF TEXAS §
§
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
§
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT is entered into on February 1, 2018, 2017, 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 Blue Diamond Tournaments,
(the "Coordinator"), located at 2347 Beckwood Tri., Round Rock, TX 78665.
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 softball 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]. 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 January 1, 2018 and continue
through December 31, 2018 ("Expiration Dale").
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2. The parties may agree in writing, subject to the approval of the City's authorized
agent, to extend the Agreement prior to the Expiration Dale 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 and times:
February 17-18, 2018
March 24-25, 2018
April 21-22,2018
May 12-13,2019
June 23-24, 2018
July 14-15,2018
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 arc:
Hall of Fame Complex at Champion Fields at Old Settlers Park
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 lodging 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.
SECTION 5. 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.
SECTIONS. 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, lockouts,
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, Fres, 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 I L 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. NON -WAIVER
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 I6. WARRANTY OF AUTHORITY
Coordinator warrants and represents that the person signing this Agreement on its behalf
SECTION 16. WARRANTY OR AUTHORITY
Coordinator warrants and represents that the person signing this Agreement on its behalf
has been duly authorized and empowered to do so, that it has taken all action necessary to
approve this Agreement, and that this Agreement is a lawful and binding obligation of
Coordinator.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Rqund Rock, Texas
By: r / I 140'KVI By
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Title: Ir• Title:
Date Signed: _� [!a Date Signed:
Attest:
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For City, Apprave to Form:
By:
Suoun L. Sheets, City Attorney
City of Round Rock
ROUND RACK
TEXAS Agenda Item Summary
Agenda Number:
Title: Blue Diamond Tournaments Coordination Services
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 2/2/2018
Dept Director: Chad McKenzie
Cost: $0.00
Indexes:
Attachments: CMAF, Tournament Agreement NOT SIGNED
Department: Sports Management and Tourism
Text of legislative File CM -2018-1631
Blue Diamond Tournaments Coordination Services
Consider authorizing a Tournament Coordination Services Argeement with Blue Diamond
Tournament for the coordination of softball tournaments at Old Settlers Park.
Cost: NIA.
Source of Funds: NIA
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