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CM-2021-209 - 7/30/2021PENDING SIGNATURE FROM OTHER PARTY GOP/ THE BIG 12 CONFERENCE SOCCER CHAMPIONSHIP License and Host Agreement This License and Host Agreement (the "Agreement") is made this �, day of , 2021 (the "Effective Date"), by and between the City of Round Rock, Texas (the "Host" , a Te s home -rule municipality having offices at 221 East Main Street, Round Rock, Texas 78664, the Round Rock Multipurpose Complex ("Venue") owned and operated by the City and located at 2001 North Kenney Fort Boulevard, Round Rock, Texas 78665, and The Big 12 Conference, Inc., a Delaware corporation, having its principal place of business at 400 East John Carpenter Freeway, Irving, TX 75062 (hereinafter called the "Conference"). 1. Premises, Term and Use. a. Upon the terms, covenants, and conditions contained in this Agreement, Host grants to the Conference, and the Conference accepts from Host a right for the Conference to use and occupy the Round Rock Multipurpose Complex, located at 2001 North Kenney Fort Boulevard, Round Rock, Texas 78665 (the "Venue") during the 2021, 2022 and 2023 dates set forth below, for the purpose of holding and presenting the Big 12 Soccer Championship in each of 2021, 2022 and 2023 seasons (each, an "Event", and together the "Events"). For purposes of this Agreement, "Term" will mean the period from the Effective Date through the date that is 45 days after the last Event Day. b. During the dates set forth below (collectively, the "Event Dates"), the Host will not permit the use of the Venue by anyone other than representatives of the Conference and its member institutions (which may vary during the Term of this Agreement) and their invitees; such individuals may access and use the Venue for the purpose of setting up for, practicing for, conducting, and viewing the Big 12 Soccer Championship. The current format for the championship follows. The Conference reserves the right to adjust the format and Event Dates as needed; any and all adjustments to the Event Dates will be made in conjunction with the Host and will depend on the availability of the Venue. 2021 SCHEDULE Friday, October 29 .- Set-up Saturday, October 30 Practices Sunday, October 31— Quarterfinals (Monday, November 1 - No activity) (Tuesday, November 2 — No activity other than set-up needs) Wednesday, November 3 — Practices Thursday, November 4 — Semifinals Friday, November 5 - Practices Saturday, November 6 — Practices Sunday, November 7 -- Championship 2022 SCHEDULE Friday, October 28 — Set-up Saturday, October 29 Practices Sunday, October 30 — Quarterfinals (Monday, October 31 — No activity) (Tuesday, November 1 — No activity other than set-up needs) 2021-2022-2023 Big 12 Soccer Championship Page 2 - License and Host Agreement Wednesday, November 2 Practices Thursday, November 3 — Semifinals Friday, November 4 Practices Saturday, November 5 — Practices Sunday, November 6 — Championship 2023 SCHEDULE Friday, October 27 Set-up Saturday, October 28 Practices Sunday, October 29 — Quarterfinals (Monday, October 30 — No activity) (Tuesday, October 31 — No activity other than set-up needs) Wednesday, November 1 — Practices Thursday, November 2 — Semifinals Friday, November 3 — Practices Saturday, November 4 — Practices Sunday, November 5 — Championship C. The Conference will have the right to use space at the Venue, including, but not limited to, the synthetic turf championship field, the natural grass championship field, four synthetic turf practice fields, four natural grass multipurpose fields, four natural grass multipurpose fields, seating facilities, access areas, public address and scoreboard, sound systems, clubhouse building, press box (if available), parking areas, common areas, locker rooms located in the Clubhouse building lavatories, and meeting rooms in or about the Venue, during the Event Dates, except for such offices, mechanical areas, and other portions of the Venue as are not normally available for license, including private office space. Facility map is attached hereto as Addendum A. d. The Host and Conference have agreed to additional duties and responsibilities attached hereto as Addendum B. e. The city, state or other governing jurisdiction for the site of the Venue will have an ordinance prohibiting ticket scalping inside the Venue and on Venue property. The Host must provide the Conference, upon request, with copies of such ordinances and also the type of police power a city would use to enforce anti -scalping laws. f. Host agrees that it will not permit any third party to be entitled to hospitality, entertainment or temporary signage privileges in the Venue and surrounding areas without first having received the prior written consent of the Conference, nor will the Venue limit or prohibit the ability of the Conference to offer such hospitality, entertainment or signage to third parties. g. The Venue fields will be arranged in accordance with the NCAA Women's Soccer Rules. h. It is understood between the parties that if NCAA legislation or Conference governance groups change playing or practice dates of the regular season or championship, the Host and the Conference agree to negotiate an amendment to this Agreement with new Event Dates. 2 2021-2022-2023 Big 12 Soccer Championship Page 3 - License and Host Agreement 2. Seating, Tickets. a. The Venue will have a saleable seating capacity of at least 1500. The final seating manifest for the Events will be mutually agreed upon by the Conference and the Host to accommodate any "kill" seats that may be necessary for television, media, non- participating players, volunteers, etc. The University of Texas and the Conference will work together on ticket allocations and pricing for participating institutions, Conference, and the Host. Conference and the Host will work together to determine a mutually agreeable number of complimentary tickets to be used by Host to promote the Championship in the local market. C. The Host agrees that it will work together with the University of Texas to arrange and be responsible for the provision of the staff necessary to operate the Events, including the staff necessary to serve as ushers, emergency medical technicians, ambulance staff, police, security guards and supervisors (including overnight security), parking staff, score board operators, ticket takers, and box office operators for the days and evenings during which the Events are held; provided, however, that the costs associated with such staff will be charged to the Conference. d. The Host warrants that the Venue is in full compliance with all applicable city, state and Federal laws and regulations, including those concerning access and seating for the disabled and that the Venue has comprehensive security/emergency-situation plans. 3. Venue Space and Eguinment. The Host agrees to provide the following space and specified equipment/services at the Host's expense, all subject to the approval of the Conference: a. Standard soccer equipment (e.g., goals, corner flags) and miscellaneous tables, chairs, and furniture that Venue owns and can reasonably provide; b. Gathering areas for four (4) teams to include at least four (4) equipped locker rooms, which include showers, toilets, soap, towels, etc., for use by student -athletes (If such permanent facilities are not available or acceptable to the Conference, the Conference will work with Host to develop an alternative solution to meet the needs of the Conference, which may result in an additional expense to the Conference; provided, however, that the Host will consult with the Conference before incurring additional expenses on the Conference's behalf); C. One locker room, located in the Clubhouse building, for the officials to accommodate four (4) individuals; d. Media seating for 10, equipped with sufficient power, complimentary wireless internet and a printer. An appropriate number of PTS/ISDN lines should be provided for the number of broadcasting radio stations. (If such permanent facilities are not available or acceptable to the Conference, the Conference will work with the City to develop an alternative solution to meet the needs of the Conference, which may result in an additional expense to the Conference; provided, however, that the City will consult with and obtain written approval from the Conference before incurring additional expenses on the Conference's behalf); Separate on -site meal areas in the Clubhouse building each day for media/staffrvolunteers (up to 50 individuals); 2021-2022-2023 Big 12 Soccer Championship Page 4 - License and Host Agreement One warm-up field adjacent to the main stadium field for exclusive use prior to games; g. A storage and staging area for merchandise sales; h. The Host will provide a minimum of 100 complimentary parking spaces for automobiles, in prime locations, for the participating institutions, the media and the Conference, all to be assigned by the Conference as well as space for 4 team buses. In addition, the HostCity will provide appropriate parking space immediately adjacent and accessible to the Venue to accommodate truck parking for the rights -holding television network; Wireless Internet in designated media and work areas for use by Conference staff, teams and members of the media (a technician must be available beginning on the set-up day and for each Event Day); If wireless Internet is not available at the Venue, the Host must provide at its expense, wireless routers in the media work area and in the press box to support up to 50 users at 1 Mbps per user; An appropriate number of high-speed lines (Ethernet/DSL or latest technology) for Conference use based on Conference needs. One of these, located at the Conference digital network video stream location, must have 20 Mpbs dedicated upload speed. The Host must also supply other reasonable telecommunications needs as requested for the Conference for radio broadcasts and additional media use; k. The Conference will have full access to, and control of, any and all LED and other digital signage inventory (e.g., television monitors, video screens, video walls, LED fascia) and all external signage, digital and otherwise, both internal and external to the Venue, whether available on the date of this Agreement or whether they become available at a later date during the Term. The includes any and all digital inventory to available at the time of the Events, inclusive of any inventory that may be added by the Host after the Effective Date; and To the extent available at the Venue at any time during the Term of this Agreement, the Host will allow the Conference to access and to use, for no additional cost, its video boards, LED equipment, matrix boards, video camera equipment, clear com/radio communications, etc. If applicable, the Conference will provide all content displayed on the boards. To the extent available at the Venue at any time during the Term of this Agreement, the Host will allow the Conference to access and to use a full in -Venue production staff for all Event Days. In addition, if applicable, this will include access to and use of control room equipment prior to the Event for any pre -production needed, editing suites, play back equipment, video storage and editing systems at the Conference's expense. Any new technologies that the Host acquires that are not listed in the aforementioned production requirements will also be incorporated into the reference to in - Venue production (i.e. electronic scorer's tables and operators) above. 4. Electrical. The Host agrees that it will provide, at a cost to the Conference or its constituents, sufficient electric power and a sufficient number of power outlets in the designated media and broadcast areas for the operation and transmission of television and radio broadcasts, and for the operation of transmission equipment and computer terminals used by the media. There will be available: a. Electrical outlets in the media work area, to be placed on the table tops, with the minimum requirement being one outlet for every seat; 4 2021-2022-2023 Big 12 Soccer Championship Page 5 - License and Host Agreement b. Power requirements for television production (not including any other necessary power service inside the Venue) of 200 amps, 3-phase to each of the two semis, of 60 amps, single-phase to each of the four trailers, of 150 amps, 3-phase combined to the ten satellite links and of 150 amps, 3-phase to the television announcers' position; C. 3-phase to other areas designated by the Conference including, but not limited to, photographer work areas and the interview room. Utilities and Janitorial Services. The Host agrees to provide the Venue and auxiliary space cleaned, lighted and heated or air-conditioned in a manner acceptable to the Conference; the Host will be financially responsible for all utilities and other services used in conjunction with the Events and the set-up and removal related thereto. The Host will also be responsible for cleaning and janitorial service and equipment needed during and after the Events; 6. Broadcast Rights. The Conference retains the exclusive rights to broadcast each of the Events on all media outlets, including television, radio and Internet, to record the broadcast for all uses of the Conference's choosing, to transmit game information via the Internet or other means, and to photograph the Events by means of still, videotape or other motion picture cameras. The Conference will have the sole right and authority to designate usage of all radio broadcasts, television and other media broadcasts, including social networking, digital media and other emerging technology. Host hereby represents and warrants that it has no Broadcast Rights (as defined below) related to any of the Events. Nevertheless, to the extent that the Host is found to hold any Broadcast Rights, the Host hereby assigns, transfers, licenses and releases all radio, television, Internet and new media/digital distribution and broadcast rights (including the exclusive right to distribute to mobile devices and other in -Stadium viewing devices) for each Event (collectively, herein the "Broadcast Rights") to the Conference. The Conference will retain all proceeds from the license of the Broadcast Rights. The Host represents, warrants, and agrees that it has not transferred and will not transfer or attempt to transfer any Broadcast Rights for any Game to any person or entity other than the Conference, as set forth in this Section 6. 7. Intellectual Property. Nothing in this Agreement will be construed, by implication or otherwise, as a grant to Host of any right or license to the Conference's trademarks, inventions, copyrights, patents or other intellectual property (collectively, the "Intellectual Property'), or as a grant of a license to Host to use any of the Conference's Intellectual Property except as expressly set forth herein. 8. Souvenir Merchandise. Host agrees that the Conference will have the exclusive right to market and sell products licensed by the Conference ("Conference Merchandise") and Conference shall retain all revenues from the sale of Conference Merchandise. The Conference will have the right to administer all Conference merchandising at the Venue complex, both inside and outside in areas controlled by the Venue or the Host. The Conference will contract with a third party vendor (the "Conference Concessionaire") to secure merchandise and provide equipment necessary for the for merchandise transactions. Gross sales of all merchandise will run through the Conference Concessionaire. The Conference Concessionaire will be responsible for collecting and remitting sales tax to proper locations. The Host, if requested to do so by the Conference, is responsible for the following: a. Providing locked storage with 24-hour security and capacity as determined by the Conference for Conference merchandise to accommodate the appropriate number of containers of merchandise; 5 2021-2022-2023 Big 12 Soccer Championship Page 6 - License and Host Agreement 9. Vending. a. The Host agrees that it will operate and control all food and beverage rights and will retain all concessions revenue. b. The Host warrants that its concessionaire will provide food and beverage in all public concession stands at costs comparable to the most favorable price for other customers during other events in the Venue. C. Host agrees that the Conference and its designated representatives will have the right, with no obligation to make any payments to the Host or their concessionaires or any other third parties, to provide food and beverages of its choice in the locker rooms, Conference hospitality areas, media refreshment areas and/or other areas. d. Conference agrees that the Host will operate and control all parking lots and will retain all revenue from parking. The parking fee charged to the public will be no greater than the fees charged for the majority of other similar competitions in the Venue during the 12 months preceding the Events. e. Host agrees that the Host concessionaire may sell drinks in a souvenir drinking cup, but no commercial identification, including the concessionaire's logo, may be displayed on the cup. The artwork and cup design must be approved in advance by the Conference. If the cup includes the Conference's Intellectual Property, it must be purchased from a Conference licensee. Host agrees that the Conference and its designated representatives will have the right to provide cups, water coolers, other equipment and/or signage on or adjacent to the field. If furnished by the Conference, those items will be provided at the Conference's expense. The Conference will endeavor to notify the Host no later than 3 months in advance if it intends to provide these materials. 10. Advertising, Signs, Decorations, Commercialism. a. Conference agrees that existing permanent advertising, banners, signs or displays may remain in place, unless they advertise products or services prohibited by the Conference or the NCAA. However, the Host agrees to make reasonable efforts to cover permanent advertising, banners, signs or displays if feasible. The Host represents and warrants that all of the permanent advertising, banners, signs and displays (the "Permanent Advertising Signs") are listed on Addendum C to this Agreement. b. Host agrees that, other than the Permanent Advertising Signs, no promotional, public relations, political or advertising activity will be permitted inside or around the Venue during the time the Venue is licensed to the Conference without the express written approval of the Conference. C. Host agrees that, except for use by the Venue in the event of an emergency, the Conference will have the sole, exclusive and complete control over the video (if any), sound and public address systems and all other audible or visible information or communication systems in the Venue. 6 2021-2022-2023 Big 12 Soccer Championship Page 7 - license and Host Agreement d. Host agrees that promotional items (e.g., cups, shakers, flags, signs) with commercial slogans or identification are not permitted inside the Venue, or outside on Venue property. Items such as newspapers, handbills, flyers, memorabilia, t-shirts, caps, etc. (except products sold by the Conference or its agents), may not be distributed on the premises. Demographic studies may not be conducted unless approved by the Conference. e. The Host agrees that the Venue may not have temporary promotional displays (e.g., automobiles, commercial kiosks) of any kind during the Events, whether inside or outside of the Venue in areas controlled by the Venue. f. Host agrees that the Conference and its designees will be entitled to distribute promotional items, including, but not limited to, product samples. The Conference will notify the Venue in advance of all items to be distributed. The Conference will consider requests by the Venue to limit product sampling based on the Venue's pre-existing contractual obligations to third parties. g. The Host agrees that the Conference will have the right to display temporary advertising for the Conference's corporate partners inside and around the Venue. h. Host agrees that in the event the Conference sells title or presenting sponsor rights to the Event, it will utilize the full and proper Event title in all advertising and promotion of the Event. The Conference has the right to review and approve any temporary signage or advertising that the Host and Venue create which bear the Conference's or its member institutions' Intellectual Property. 11. Financial Arrangements. a. The Conference is entitled to 100% of "net ticket proceeds". For purposes of this Agreement, "net ticket proceeds" will mean gross ticket revenue, less applicable taxes. No facility fee will be charged to either single -session or multi -session tickets. Institution will provide the Conference with an audited box office statement detailing the number of tickets sold upon completion of each Event. b. In consideration for the use of the Venue and the other obligations of the Host set forth herein, the Conference will pay to Host a rental fee of $9,500 which shall not increase more than 10% annually. In addition, the reasonable, normal and ordinary expenses related to the Event, including any expenses associated with the temporary structures or amenities that are reasonably required for the Event, will be paid for by the Conference, unless otherwise specified in this Agreement. c. The Host agrees that the financial settlement with the Conference will occur no later than 45 days after conclusion of each Event. d. Conference will select and compensate directly persons serving as officials and in other skilled positions who are related directly to the execution of the Event. e. Host will provide a sufficient security staff comparable to the security staff used for other comparable events in the Venue. 7 2021-2022-2023 Big 12 Soccer Championship Page 8 - License and Host Agreement 12. Bleachers and Other Costs. As consideration for the rights and benefits granted herein, and provided that the Conference is in compliance with all terms of this Agreement, the Host shall purchase the following: a. Bleachers. Bleachers to be installed at the sole cost and expense of the Host at the Venue as required by the Conference to host the Event, at specifications set forth in the bid package submitted by the Host to the Conference. Said bleachers are estimated to cost $90,000.00. b. Other Costs. The Host shall be responsible for all costs associated with the premiums or other expenses related to the Host's on -site promotions. The Host shall also be solely responsible for all costs associated with the production of Host's own promotional materials to be distributed on -site. The Host shall endeavor to ensure that all Host advertising and promotion complies with all applicable laws, rules and regulations. 13. Control of Premises. In providing the Venue, the Host does not relinquish the right to control the management of the Venue or to enforce all necessary and proper rules for the management and operation of the Venue. The Host, through its managers, police officers, firefighters, and other designated representatives, has the right at any time to enter any portion of the Venue for any purpose, and the entire Venue is at all time under the charge and control of the Host, provided this will not authorize or empower the Host to direct the conduct of the Event. Following consultation with the Conference, the Host has the right to close the Venue at any time it reasonably deems continued occupancy would be hazardous. 14. Assignment or Transfer. No party may assign, transfer or sublet this Agreement, in whole or in part, without the express prior written consent of the other parties. 15. Removal of Disorderly Persons. The Host retains the right, with its officers and agents, including police officers, to eject any disorderly person or persons from the Venue. The Host agrees to indemnify and hold harmless the Conference, its officers, employees and agents from and against any and all claims, demands, causes of action, liabilities, costs and attorneys' fees, arising out of actions of the Host in ejecting any such persons. 16. Indemnity. a. Host will indemnify and hold each of the Conference and the Conference's member institutions, directors, officers, employees, agents and representatives harmless from any and all suits, claims, demands, damages, liabilities, costs, expenses and attorneys' fees arising out of (i) any act or omission of Host of the rights granted to it pursuant to this Agreement, and (ii) personal or bodily injury to or death of persons or damage to the Venue to the extent caused by the negligent acts, errors and/or omissions or the willful misconduct of the Host or its officers, directors, agents, employees, or subcontractors, provided that the Conference will notify the Host within a reasonable time of any such claim or litigation to which this indemnity will apply. b. The Conference will indemnify and hold Host harmless from any and all suits, claims, demands, damages, liabilities, costs, expenses and attorneys' fees arising out of (i) the exercise by the Conference of the rights granted to it pursuant to this Agreement and (ii) personal or bodily injury to or death of persons or damage to the Venue to the extent caused by the negligent acts, errors and/or omissions or the willful misconduct of the Conference or its officers, directors, agents, employees, or subcontractors, provided that Host will 8 2021-2022-2023 Big 12 Soccer Championship Page 9 - License and Host Agreement notify the Conference within a reasonable time of any such claim or litigation to which this indemnity will apply. 17. Labor. If and to the extent work is necessary to prepare the configuration of the Venue for the Event, including but not limited to the erection of media tables, the hanging of signs, application of decals, then such work will be performed by Host at its sole expense. 18. Insurance. The Host will be responsible for procuring and maintaining comprehensive general liability insurance covering the Host, the Conference and the participating institutions from an insurance carver with an A.M. Best rating of A (excellent), VII, or better, against claims arising out of or in connection with the performance of this Agreement for bodily injury or property damage with combined single limits of at least $5,000,000 per occurrence. Not less than 60 days prior to the start of each Event, the Host will furnish to the Conference a certificate of insurance evidencing such coverage and listing the Conference as an additional insured. 19. Notice. All notices required or permitted under this Agreement may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing. Any notice so given will be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: If intended for the Host, to: Laurie Hadley City Manager 221 East Main Street Round Rock, TX 78664 With a copy to: Stephan Sheets City Attorney 309 East Main Street Round Rock, TX 78664 If intended for the Conference, to: Mr. Bob Bowlsby Commissioner The Big 12 Conference, Inc. 400 East John Carpenter Freeway Irving, TX 75062 With a copy to: Kelvin Smith Executive Associate Commissioner and General Counsel The Big 12 Conference, Inc. 400 East John Carpenter Freeway Irving, TX 75062 E-mail: ksmithCbigl2sports.com 9 2021-2022-2023 Big 12 Soccer Championship Page 10 - License and Host Agreement 20. Destruction of Venue, Weather. In the event the Venue is unavailable due to severe weather events or is destroyed or damaged to such an extent that the scheduled event may not proceed therein at the time provided for herein and said damage or destruction is caused by any instrumentality, other than by the active fault of the Conference and its agents, then Host agrees to exercise its best efforts to assist with the relocation of the championships, with the final authorization of any new location to be subject to Conference approval. 21. No Partnership. Host acknowledges that it is an independent contractor and agrees that the relationship created by this Agreement is not and will not be a joint venture or partnership. 22. No Waiver. No waiver by Host or the Conference of any default or breach of any covenant, condition, or stipulation herein contained will be treated as a waiver of any subsequent default or breach of the same or any other covenant, condition, or stipulation hereof. 23. Choice of Law and Mandatory Venue. The parties agree that this Agreement will be construed, interpreted, and enforced in accordance with the laws of the State of Texas, without regard to conflict of law or choice of law principles or statutes. The parties agree that any and all disputes arising out of or relating to this Agreement will be exclusively brought in a state court of competent jurisdiction in Dallas County, Texas. 24, Severability. In case any one or more of the provisions contained in this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision hereof and this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 25. Host's Representation. The Host represents and warrants that: a. It has full power and authority to enter into and perform its obligations pursuant to this Agreement, that it will fully and timely perform all such obligations, and that the obligations imposed on the Host hereby do not and will not place Host in breach of any obligation to any third party; b. Without limiting the foregoing, it has the right to provide and allow the use of the Venue, parking lots and other surrounding areas and offsite parking lots as may be identified in the terms and conditions as set forth herein; C. Each of the Host and the Venue are and will remain in full compliance with all applicable city, state and federal laws and regulations during the Term of this Agreement, including the Americans with Disabilities Act and any other laws concerning access and seating for the disabled, and Host has a comprehensive security/emergency-situation plan for the Venue; d. There is no local, city, or state order, rule, law, or regulation that is effective or is scheduled to become effective prior to or during the Games that discriminates or could be perceived to be discriminatory against any protected segment of the population, including, but not limited to, the LBGTQ community; e. Its signatory hereto has full power and authority to enter into this Agreement on behalf of and to bind Host; and 10 2021-2022-2023 Big 12 Soccer Championship Page 11 - License and Host Agreement The Venue, parking lots and surrounding areas will be in a reasonable and safe condition. The Conference retains the right to inspect the Venue and parking lots and to require reasonable changes prior to, and as a condition of, commencement of the Events, but the Conference assumes no duty to see that the Venue and parking lots are safe. 26. Entire Agreement. This Agreement contains the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters herein, and except as otherwise provided herein cannot be modified without written agreement of the parties hereto attached to and made a part of this Agreement. 27. Default. The failure of the Host to make any payment to the Conference specified herein when due will entitle the Conference to terminate this Agreement upon 10 days written notice. Without limitation upon the foregoing, if either the Conference or the Host fails to perform any of the terms or conditions of this Agreement and such failure or breach will not be cured within 10 days after the giving of written notice thereof, the other party will have the right to terminate this Agreement, without prejudice to the right to compensation for loss or damages thereby sustained; provided however, that, in the event a party may suffer irreparable harm as a result of the other parry's breach, it will not be required to give notice or wait any period of time before pursuing any remedies hereunder or under applicable law). In addition, if a municipal, city, state, federal or other order, rule, law, or regulation becomes effective and is applicable to the Venue specifically or to the city in which the Venue is located during all or any portion of the Term that discriminates or could be perceived to be discriminatory against, or otherwise provides for disparate treatment of any segment of the population, including, but not limited to, the LBGTQ community (including, but not limited to, any legislation impacting the right of a transgender person to use the bathroom facilities that align with their gender identity), the Conference may, in its sole discretion, terminate this Agreement, immediately following the delivery of written notice thereof to the Host, and the Conference will have no further obligation, financial or otherwise, to the Host. This Agreement will terminate immediately by any party to this Agreement in the event that the other party to this Agreement is the subject of bankruptcy or insolvency. 28. Final Execution, This Agreement will not be binding upon the Conference unless and until it is duly executed by the Commissioner of the Conference or his designee. [SIGNATURE PAGE FOLLOWS] 11 Summary of Addendums to this Agreement to be Provided by Host Addendum A Facility Map; Addendum B Duties and Responsibilities; Addendum C Permanent Advertising Signs; and IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written THE BIG 12 CONFERENCE, INC. Signed: Print Name: Bob Bowlsby Title: Commissioner CITY OF ROUND ROCK, TEXAS Signed: Print Name: Laurie Hadley Title: City Manager 2021-2022-2023 Big 12 Soccer Championship Page 2 - License and Host Agreement ADDENDUM A Facility Map rz Ilk r_w 1-7, ---1 N*"6w aumminAbn ,♦t-Lwpr k 6A ME M-. Gary K q FIELD LAYOUT a 2021-2022-2023 Big 12 Soccer Championship Page 3 - License and Host Agreement ADDENDUM B Duties and Responsibilities University of Texas *not a party to this Agreement Ticket Operations Medical (except ambulance) Security (non -police) Merchandise Game Operations (team focused) Staff soccer positions, volunteers Round Rock ( "the Host") Facility Set -Up and Equipment Install Signage Game Operations (facility focused) Grounds Crew Police Ambulance Ball Kids Big 12 Conference ("Conference") Credentials Awards Catering Officials Photographer Script Order Signage Television / Video All Marketing 2021-2022-2023 Big 12 Soccer Championship Page 4 - License and Host Agreement ADDENDUM C Permanent Advertising Signs — 2020, 2021 & 2022 Big 12 Soccer Championship Tournaments [Host to list here]