CM-2019-0117 - 5/3/2019HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between NIRSA SERVICES CORPORATION, a wholly owned
subsidiary of the National Intramural -Recreational Snorts Association an Oregon 501 (c) (3)
corporation with its principal place of business. 4185 SW Research Way, Corvallis. OR 97333-
L067, 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 NIRSA NATIONAL SOCCER
CHAMPIONSHIPS (the "event") in Round Rock, Texas, on or about November 21, 2019
through November 23, 2019, to be held at the Round Rock Multipurpose Complex
("Multirwroose 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, NIRSA
SERVICES CORPORATION and City/Host agree as follows:
(a) City/Host shall be designated as an "Official Host Partner" for the event.
(b) NIRSA SERVICES CORPORATION has the right to secure its own
sponsors or sponsorships for the event.
(c) City/Host acknowledges that NIRSA SERVICES CORPORATION has
granted and/or may grant to other National Corporate Sponsors, National
Partners, or Licensees the use of NIRSA SERVICES CORPORATION's
Marks (defined herein as NIRSA SERVICES CORPORATION'S
trademarks, trade names, service marks and logos) in the promotion of
NIRSA SERVICES CORPORATION's goods or services. Said licensing
and merchandising relationships shall be on a local, regional, and national
basis.
(d) NIRSA SERVICES CORPORATION 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. NIRSA SERVICES CORPORATION 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.
(a) NIRSA SERVICES CORPORATION 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) NIRSA SERVICES CORPORATION 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. NIRSA
SERVICES CORPORATION 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) NIRSA SERVICES CORPORATION at its own expense, shall have the
sole responsibility for establishing, organizing, and operating the event.
3. Eges and Costs
As consideration for the rights and benefits granted herein, and provided that NIRSA
SERVICES CORPORATION is in compliance with all terms of this Agreement,
City/Host shall pay to NIRSA SERVICES CORPORATION the following:
(a) Rights Fee of Thirty -Five Thousand and No/100 Dollars ($35,000.00).
Such rights fee shall assist in covering NIRSA SERVICES
CORPORATION's event costs, specifically venue rental costs as set
forth herein. The rights fee of $35.000.00 shall be due and payable by
City/Host to NIRSA SERVICES CORPORATION upon execution of this
Agreement and shall be used by NIRSA SERVICES CORPORATION as
follows:
(i) Upon receipt of the rights fee from City/Host, NIRSA SERVICES
CORPORATION 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 NIRA SERVICES
CORPORATION prior to the execution of this Agreement, the
rights fee shall be used toward the remaining costs of the venue
rental and tournament expenses.
(ii) In the event NIRSA SERVICES CORPORATION 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 and tournament expenses.
(iii) Within fifteen (15) days of the execution date of this Agreement,
NIRSA SERVICES CORPORATION 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
November 23, 2019.
S. 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.
NIRSA SERVICES CORPORATION 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.
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 NIRSA SERVICES CORPORATION Mark or City/Host
Mark. Accordingly, in the event of any unauthorized use of any NIRSA SERVICES
CORPORATION 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 NIRSA
SERVICES CORPORATION or City/Host. NIRSA SERVICES CORPORATION
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.
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: NIRSA SERVICES CORPORATION:
Pam Watts Executive Director
4185 SW Research Way
Corvallis, OR 97333-1067
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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 NIRSA SERVICES CORPORATION and shall provide NIRSA
SERVICES CORPORATION 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 cause 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
NIRSA SERVICES CORPORATION prior to termination or cancellation.
In the event that City/Host has, as of the effective date of termination or
cancellation, paid NIRSA SERVICES CORPORATION more of the Rights
Fee than required by this section and this Agreement, then and in that event
NIRSA SERVICES CORPORATION shall be obligated to promptly refund
the full difference to City/Host. In the event of a termination for
convenience and without case, the parties agree that NIRSA SERVICES
CORPORATION will retain the entire Rights Fees as damages.
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11. Indemnification
To the extent allowed by law, City/Host hereby agree to hold harmless NIRSA
SERVICES CORPORATION, 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 NIRSA
SERVICES CORPORATION'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, NIRSA SERVICES CORPORATION 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) NIRSA
SERVICES CORPORATION's intentional or negligent actions or omissions under
this Agreement, including but not limited to trademark infringements based upon
City/Host's use of NIRSA SERVICES CORPORATION's Marks as approved in
accordance with this Agreement, contests, sweepstakes or other activities
conducted by NIRSA SERVICES CORPORATION pursuant to this Agreement,
and any product demonstrations or products distributed by NIRSA SERVICES
CORPORATION pursuant to this Agreement and (ii) any breach of this Agreement
by NIRSA SERVICES CORPORATION.
Each party will promptly notify the other of any claim. The terms, provisions and
conditions of this Section I l shall survive the expiration or earlier termination of
this Agreement.
12. X11tiLS Agreement
This Agreement constitutes the entire agreement between City/Host and NIRSA
SERVICES CORPORATION 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. Confiders ial&
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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T.��1'i:'E1 Irl
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.
20. Nunival
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 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 WI-1171RE01% the parties hereby execute this Agreement on the indicated dates.
NIRSA SERVICES CORPORATION
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CITY OF ROUND ROCK, TEXAS
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Date:
For City, Attest:
By:
a"41 -
Sara L White, City Clerk
City of Round Rock
IuNoeoac Agenda Item Summary
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Agenda Number:
Title: Consider authorizing a Host Partner Agreement with NIRSA Services
Corporation for the City to host the NIRSA National Soccer Championships
at the Round Rock Multipurpose Complex.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 5/3/2019
Dept Director: Chad McKenzie
Cost: $35,000.00
Indexes: Hotel Occupancy Tax Fund
Attachments: CMAF NIRSA Host Agreement, Host partner agreement - NIRSA Soccer
Department: Sports Management and Tourism
Text of Legislative File CM -2099-0117
Contract approval request for the Round Rock Multipurpose Complex to host the 2019 NIRSA
National Soccer Championships November 21-23, 2019.
Cost: $35,000.00
Source of Funds: HOT Funds
City o/ Round Rock Page f Printed on &Wo19