CM-2021-110 - 4/23/2021HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between US YOUTH SOCCER, 9220 World Cup Way, Frisco, TX
75033 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 US YOUTH SOCCER National
League P.R.O. Texas (the "event") in Round Rock, Texas, on or about November 12-15, 2021,
to be held at the Round Rock Multipurpose Field Complex ("Multipurpose Complex")
owned and operated by the City/Host and located at 2001 North Kenney Fort Boulevard, Round
Rock, Texas 78665.
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, US
YOUTH SOCCER 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) US YOUTH SOCCER has the right to secure its own sponsors or
sponsorships for the event.
(c) City/Host acknowledges that US YOUTH SOCCER has granted and/or
may grant to other National Corporate Sponsors, National Partners, or
Licensees the use of US YOUTH SOCCER's Marks (defined herein as
US YOUTH SOCCER's trademarks, trade names, service marks and
logos) in the promotion of US YOUTH SOCCER's goods or services.
Said licensing and merchandising relationships shall be on a local,
regional, and national basis.
(d) US YOUTH SOCCER 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. US
YOUTH SOCCER 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. US YOUTH SOCCER's Rights and Responsibilities
(a) US YOUTH SOCCER 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) US YOUTH SOCCER 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 CityiHost in advance of the event. US YOUTH SOCCER
shall, upon the direction of CityiHost, include City and designated
sponsors as additional insureds on such insurance policy at no additional
cost or charge to City/Host.
(c) US YOUTH SOCCER, 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 US
YOUTH SOCCER is in compliance with all terms of this Agreement, City/Host
shall pay to US YOUTH SOCCER the following:
(a) RightsFee of Twenty Thousand and No/100 Dollars ($25,000.00). Such
rights fee shall assist in covering US YOUTH SOCCER event costs,
including venue rental costs. The rights fee of $25,000.00 shall be due
and payable by City/Host upon execution of this Agreement and shall be
used by US YOUTH SOCCER as follows:
(i) Upon receipt of the rights fee from City/Host, US YOUTH
SOCCER 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 US YOUTH SOCCER
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 US YOUTH SOCCER 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,
US YOUTH SOCCER shall provide City/Host (Attn: Nancy
Yawn, Director of CVB) verification that the deposit for the venue
has been paid in full shall be provided to the City/Host (Attn:
Nancy Yawn, Director of CVB) within three (3) days of full
payment of the venue rental.
(iv) Failure to provide verification to City/Host as required in
subsection (iii) above shall be considered a material breach of this
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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 15, 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
US YOUTH SOCCER 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
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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 US YOUTH SOCCER Mark or City/Host Mark.
Accordingly, in the event of any unauthorized use of any US YOUTH SOCCER
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.
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 US YOUTH
SOCCER or City/Host. US YOUTH SOCCER 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.
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 US YOUTH SOCCER:
Chris Webb
Director of Operations & Event Management
9220 World Cup Way
Frisco, TX 75033
To City/Host:
Laurie Hadley
City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 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 US YOUTH SOCCER and shall provide US YOUTH SOCCER 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 tennination 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
CityeHost by US YOUTH SOCCER prior to termination or cancellation.
In the event that CityrHost has, as of the effective date of termination or
cancellation, paid US YOUTH SOCCER more of the Rights Fee than
required by this section and this Agreement, then and in that event US
YOUTH SOCCER shall be obligated to promptly refund the full
difference to City/Host.
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11. Indemnification
To the extent allowed by law, City/Host hereby agree to hold harmless US
YOUTH SOCCER 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 US YOUTH
SOCCER'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, US YOUTH SOCCER 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) US
YOUTH SOCCER's intentional or negligent actions or omissions under this
Agreement, including but not limited to trademark infringements based upon
CityrHost's use of US YOUTH SOCCER's Marks as approved in accordance
with this Agreement, contests, sweepstakes or other activities conducted by US
YOUTH SOCCER pursuant to this Agreement, and any product demonstrations
or products distributed by US YOUTH SOCCER pursuant to this Agreement and
(ii) any breach of this Agreement by US YOUTH SOCCER.
Each party will promptly notify the other of any claim. The terms, provisions and
conditions of this Section 11 shall survive the expiration or earlier termination of
this Agreement.
12. Entire Agreement
This Agreement constitutes the entire agreement between CitylHost and US
YOUTH SOCCER 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.
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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.
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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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. 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.
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 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.]
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated
dates.
USYOUTHSOCCER
By: t~
Name
Title: c r 'v�5 €1 i-ti.v►
Date:
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CITY OF ROUND ROCK, TEXAS
By:
Name:
-271
Title: _
Date:
For City, Attest:
For City, Ap ov d as to For
By: - — —
Stephan L. Sheets, City Attorney
ROUND ROIX
TEXAS
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider authorizing Host Partner Agreement with US Youth Soccer National
League P.R.O. Texas located at Round Rock Multipurpose Field Complex.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/23/2021
Dept Director: Chad McKenzie - Sports Management Director
cast: $25,000.00
Indexes: Hotel Occupancy Tax Fund
Attachments:
Department: Sports Management and Tourism
Text of Legislative File CM-2021-110
Contract approval request for the Round Rock Multipurpose Complex to host the US Youth Soccer P.R.O.
Texas Tournament.
Cost: $25,000.00
Source of Funds: HOT Funds
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