CM-2019-0056 - 2/15/2019HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between UNITED FUTSAL ASSOCIATION, 310 South Harrington
Street, Raleigh, North Carolina 27603, 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
UNITED FUTSAL CHAMPIONSHIPS (the "event") in Round Rock, Texas, on or about
December 13 through December 15, 2019, to be held at the Round Rock Sports Center ("Sports
Center") owned and operated by the City/Host and located at 2400 Chisholm Trail Drive, Round
Rock, Texas 78681.
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,
UNITED FUTSAL ASSOCATION 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) UNITED FUTSAL ASSOCIATION has the right to secure its own
sponsors or sponsorships for the event.
(c) City/Host acknowledges that UNITED FUTSAL ASSOCIATION has
granted and/or may grant to other National Corporate Sponsors, National
Partners, or Licensees the use of the UNITED FUTSAL
ASSOCIATION's Marks (defined herein as UNITED FUTSAL
ASSOCIATION's trademarks, trade names, service marks and logos) in
the promotion of IGNITED FUTSAL ASSOCATION's goods or services.
Said licensing and merchandising relationships shall be on a Iocal,
regional, and national basis.
(d) UNITED FUTSAL ASSOCIATION 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. UNITED FUTSAL ASSOCIATION 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. UNITED FUTSAL ASSOCIATION'S Rights and Responsibilities
(a) UNITED FUTSAL ASSOCIATION shall have the right to receive and
retain, in accordance with conditions recited herein, all team entry Fees
from the event.
004I4261'ss2
C+�2a�q-or�c�
(b) UNITED FUTSAL ASSOCIATION 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. UNITED FUTSAL ASSOCIATION 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) UNITED FUTSAL ASSOCIATION, 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
UNITED FUTSAL ASSOCIATION is in compliance with all terns of this
Agreement, City/Host shall pay to the UNITED FUTSAL ASSOCIATION the
following:
(a) Rights Fee of Ten Thousand and No/100 Dollars ($10,000.00). Such
rights fee shall assist in covering UNITED FUTSAL ASSOCIATION'S
event costs, specifically venue rental costs as set forth herein. The rights
fee of $10,000.00 shall be due and payable by City/Host to UNITED
FUTSAL ASSOCIATION upon execution of this Agreement and shall be
used by UNITED FUTSAL ASSOCIATION as follows:
(i) Upon receipt of the rights fee from City/Host, UNITED FUTSAL
ASSOCIATION 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 UNITED FUTSAL
ASSOCIATION 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 UNITED FUTSAL ASSOCIATION 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,
UNITED FUTSAL ASSOCIATION 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.
2
4.
5.
6.
(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.
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 December 15, 2019.
Renresentations 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.
Use and Ownership of Marks
UNITED FUTSAL ASSOCIATION and City/Host hereby agrees to use the
Marks of the other only as set forth herein and only for the purposes of
3
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 UNITED FUTSAL
ASSOCIATION Mark or City/Host Mark. Accordingly, in the event of any
unauthorized use of any UNITED FUTSAL ASSOCIATION 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 UNITED
FUTSAL CHAMPIONSHIPS or City/Host. UNITED FUTSAL
CHAMPIONSHIPS 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 by certified U.S. mail with receipt confirmed to the
following:
4
To UNITED FUTSAL CHAMPIONSHIPS:
Rob Andrews
UNITED FUTSAL CHAMPIONSHIPS
310 South Harrington Street
Raleigh, North Carolina 27603
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 UNITED FUTSAL ASSOCIATION and shall provide UNITED
FUTSAL ASSOCIATION 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
5
City/Host by UNITED FUTSAL CHAMPIONSHIPS prior to termination
or cancellation. In the event that City/Host has, as of the effective date of
termination or cancellation, paid UNITED FUTSAL CHAMPIONSHIPS
more of the Rights Fee than required by this section and this Agreement,
then and in that event UNITED FUTSAL CHAMPIONSHIPS 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 UNITED
FUTSAL ASSOCIATION, 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 Iiabilities 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 UNITED
FUTSAL ASSOCIATION's use of the City.,flost 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, UNITED FUTSAL ASSOCIATION 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)
UNITED FUTSAL ASSOCIATION's intentional or negligent actions or
omissions under this Agreement, including but not limited to trademark
infringements based upon City/Host's use of UNITED FUTSAL
ASSOCIATION's Marks as approved in accordance with this Agreement,
contests, sweepstakes or other activities conducted by UNITED FUTSAL
ASSOCIATION pursuant to this Agreement, and any product demonstrations or
products distributed by UNITED FUTSAL ASSOCIATION pursuant to this
Agreement and (ii) any breach of this Agreement by UNITED FUTSAL
ASSOCIATION.
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 UNITED
FUTSAL ASSOCIATION 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.
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. Compliance with State Law
In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company unless the contract contains written
verification from the company that it: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of UNITED FUTSAL ASSOCIATION verifies UNITED
FUTSAL ASSOCIATION does not boycott Israel and will not boycott Israel at
any term of this Agreement.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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,
8
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.
United Futsal Association
By: -;�,-74ZL
Name Rob An re
Title• President
Date: iib59
lu
City of pund Rock,
By:,
Name:
Title:
Date:
For City, Attest:
By: SkA/L• OM
Sara L. White, City Clerk
For City, A r ved as to rm:
By:
Stephan . Sheets, City Attorney
City of Round Rock
ROUND ROCK
TEM Agenda Item Summary
Agenda Number: CM -2014' OD50
Title: Consider authorizing a Host Partner Agreement between the City and United
Futsal Association for the 2019 United Futsal Championships.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 2/15/2019
Dept Director: Chad McKenzie
Cost: $10,000.00
Indexes:
Attachments: CMAF United Futsal Championships, United Futsal Association Host Partner
Agreement (002)
Department: Sports Management and Tourism
Text of Legislative File CM -2019-0056
Consider authorizing a Host Partner Agreement between the City and United Futsal
Association for the 2019 United Futsal Championships.
Contract approval request for the Round Rock Sports Center to host the 2019 United
Futsal Championships on December 13-15, 2019.
Cost: $10,000.00
Source of Funds: HOT Funds.
C11y of Round Rack Page 1 Printed on 2/1-WO19