CM-2020-141 - 5/22/2020HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between NATIONAL COLLEGIATE TABLE TENNIS
ASSOCIATION ("NCTTA"), having offices at 154 Mill Run Lane, Saint Peters, Missouri 63376,
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 2021 COLLEGE TABLE TENNIS NATIONAL
CHAMPIONSHIPS (the "Event") in Round Rock, Texas, on or about April 10 through April 11,
2021, 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, NCTTA
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) City/Host acknowledges that NCTTA has granted and/or may grant to other
National Corporate Sponsors, National Partners, or Licensees the use of the
NCTTA's Marks (defined herein as NCTTA's trademarks, trade names,
service marks and logos) in the promotion of NCTTA's goods or services.
Said licensing and merchandising relationships shall be on a local, regional,
and national basis.
(c) NCTTA 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. NCTTA 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. NCTTA's Rights and Responsibilities
(a) NCTTA shall have the right to receive and retain, in accordance with
conditions recited herein, all team entry fees from the event.
(b) NCTTA shall obtain and maintain in full force and effect 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. NCTTA 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.
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(c) NCTTA, at its own expense, shall have the sole responsibility for
establishing, organizing, and operating the event, including but not limited
to performing the following functions:
i. Venue rental;
ii. Banquet;
iii. Trophies;
iv. Events programs and printing;
V. Staff and tournament shirts;
vi. Transportation for athletes and staff,
vii. Athlete and staff lunches; and
viii. Tables/chair/bleachers.
3. Fees and Costs
As consideration for the rights and benefits granted herein, and provided that
NCTTA is in compliance with all terms of this Agreement, City/Host shall pay to
NCTTA the following:
(a) Rights Fee of Twenty Thousand and No/l00 Dollars ($20,000.00).
The rights fee in the amount of $20,000.00 previously paid for the 2020
COLLEGE TABLE TENNIS NATIONAL CHAMPIONSHIPS that
was cancelled as a result of the COVID-19 pandemic shall be applied by
NCTTA to the Event. No additional payment shall be made to NCTTA
other than the previously paid rights fee in the amount of $20,000.00.
Such rights fee shall assist in covering NCTTA event costs as set forth in
Section 2, specifically venue rental, trophies, event programs and printing,
staff and tournament shirts, transportation costs and lunch costs. The rights
fee of $20,000.00 shall be due and payable by City/Host to NCTTA as
follows: $10,000.00 shall be due and payable thirty (30) days prior to the
event, and the remaining $10,000.00 shall be paid by City/Host to NCTTA
in U.S. funds by City of Round Rock check immediately prior to the
beginning of the event.
(c) 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.
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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 April
11, 2021.
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 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.
6. Use and Ownership of Marks
NCTTA 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 NCTTA
Mark or City/Host Mark. Accordingly, in the event of any unauthorized use of any
NCTTA 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
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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 NCTTA or
City/Host. NCTTA 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:
To NCTTA: Willy Leparulo, President NCTTA
154 Mill Run Lane
Saint Peters, Missouri 63376
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. Prior to proceeding with a termination for cause,
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City/Host agree to use all reasonable efforts to resolve any and all issues
with NCTTA and shall provide NCTTA a reasonable amount of time to
remedy the issues to avoid a termination for cause.
(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.
(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 City/Host by
NCTTA prior to termination or cancellation. In the event that City/Host
has, as of the effective date of termination or cancellation, paid NCTTA
more of the Rights Fee than required by this section and this Agreement,
then and in that event NCTTA 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 NCTTA,
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 NCTTA'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, NCTTA 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) NCTTA's intentional or negligent actions or
omissions under this Agreement, including but not limited to trademark
infringements based upon City/Host's use of NCTTA's Marks as approved in
accordance with this Agreement, contests, sweepstakes or other activities
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conducted by NCTTA pursuant to this Agreement, and any product demonstrations
or products distributed by NCTTA pursuant to this Agreement and (ii) any breach
of this Agreement by NCTTA.
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 NCTTA
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.
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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.
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 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. 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 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,
strikes, concealed acts of workmen, casualty, accidents, acts of terror, or any other
occurrence beyond such parry's control, excluding weather.
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IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated dates.
The National Collegiate
Table Tennis Association City i
By: Willy Leparulo By:
Namew: ,, . �, Name
Title: Board of Directors
Date: May 18, 2020
Title:
Date:
For City, Attest:
City of Round Rock
%. ,.
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Host Partner Agreement with the City to host the 2021
College Table Tennis National Championships at the Round Rock Sports
Center.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 5/22/2020
Dept Director: Chad McKenzie, SM&T
Cost: $0.00
Indexes: Hotel Occupancy Tax Fund
Attachments: CMAF NCTTA 2021, Host -Partner Agreement NCTTA 2021 Championships
Department: Sports Management and Tourism
Text of Legislative File CM-2020-141
Contract approval request for the Round Rock Sports Center to host the 2021 College Table
Tennis National Championships on April 10-11, 2021. This event was rescheduled from 2020
(City Manager Item 2019-0209) due to the COVID-19 pandemic.
Cost: $20,000 previously paid from 2020
Source of Funds: HOT Funds
City of Round Rock Page 1 Printed on 512112020