CM-2021-240 - 9/10/2021HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between ELITE TOURNAMENTS, with a mailing address of P.O.
Box 54, West Friendship, Maryland 21794, 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 ELITE ACADEMY NATIONAL FALL SHOWCASE (the "Event") in Round
Rock, Texas, on or about October 1, 2021 through October 3, 2021, to be held at the
Round Rock Multipurpose Complex ("Multipurpose 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,
ELITE TOURNAMENTS and City/Host agree as follows:
(a) City/Host shall be designated as an "Official Host Partner" for the Event.
(b) ELITE TOURNAMENTS has the right to secure its own sponsors or
sponsorships for the Event.
(c) City/Host acknowledges that ELITE TOURNAMENTS has granted
and/or may grant to other National Corporate Sponsors, National
Partners, or Licensees the use of ELITE TOURNAMENTS' Marks
(defined herein as ELITE TOURNAMENTS' trademarks, trade names,
service marks and logos) in the promotion of ELITE TOURNAMENTS'
goods or services. Said licensing and merchandising relationships shall
be on a local, regional, and national basis.
(d) ELITE TOURNAMENTS 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. ELITE TOURNAMENTS 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) ELITE TOURNAMENTS shall have the right to receive and retain, in
accordance with conditions recited herein, all team entry fees from the
Event.
?1fi1-2G ZI - _-Xq
(b) ELITE TOURNAMENTS 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. ELITE TOURNAMENTS
shall, upon the direction ofCity/Host, include City and designated sponsors
as additional insureds on such insurance policy at no additional cost or
charge to City/Host.
(c) ELITE TOURNAMENTS, 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 ELITE
TOURNAMENTS is in compliance with all terms of this Agreement, City/Host shall
pay to ELITE TOURNAMENTS the following:
(a) Rijzhts Fee
A Rights Fee of Ten Thousand and No/100 Dollars ($10,000.00) shall be
paid to ELITE TOURNAMENTS. Such Rights Fee shall assist in covering
ELITE TOURNAMENTS' 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 ELITE TOURNAMENTS upon execution of this
Agreement and shall be used by ELITE TOURNAMENTS as follows:
{i} Upon receipt of the Rights Fee from City/Host, ELITE
TOURNAMENTS 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 ELITE
TOURNAMENTS 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 ELITE TOURNAMENTS 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,
ELITE TOURNAMENTS 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 within three (3)
days of full payment of the venue rental.
2
(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
CitylHost 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 October
3, 2021.
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.
ELITE TOURNAMENTS 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 ELITE TOURNAMENTS Mark or City/Host Mark.
Accordingly, in the event of any unauthorized use of any ELITE TOURNAMENTS
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.
This Agreement does not constitute and shall not be constructed as constituting a
partnership, employer -employee, or joint venture between or among ELITE
TOURNAMENTS or City/Host. ELITE TOURNAMENTS 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: ELITE TOURNAMENTS
Mike Libber
P.O. Box 54
West Friendship, MD 21794
San Diego, California 92109
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 one hundred eighty (180)
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 ELITE TOURNAMENTS and shall provide
ELITE TOURNAMENTS 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 CitylHost would
only be required to pay a pro rata portion of its Rights Fee based on those
benefits actually determined by City/Host to have been provided to
City/Host by ELITE TOURNAMENTS prior to termination or cancellation.
In the event that City/Host has, as of the effective date of termination or
cancellation, paid ELITE TOURNAMENTS more of the Rights Fee than
required by this section and this Agreement, then and in that event ELITE
TOURNAMENTS 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 ELITE TOURNAMENTS will keep the entire
Rights Fees as damages.
11. Indemnification
To the extent allowed by law, City/Host hereby agree to hold harmless ELITE
TOURNAMENTS, 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 ELITE
TOURNAMENTS' 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, ELITE TOURNAMENTS 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) ELITE
TOURNAMENTS' intentional or negligent actions or omissions under this
Agreement, including but not limited to trademark infringements based upon
City/Host's use of ELITE TOURNAMENTS' Marks as approved in accordance
with this Agreement, contests, sweepstakes or other activities conducted by ELITE
TOURNAMENTS pursuant to this Agreement, and any product demonstrations or
products distributed by ELITE TOURNAMENTS pursuant to this Agreement and
(ii) any breach of this Agreement by ELITE TOURNAMENTS.
Each party will promptly notify the other of any claim. The terms, provisions and
conditions of this Section I I shall survive the expiration or earlier termination of
this Agreement.
12. Entire Agreement
This Agreement constitutes the entire agreement between City/Host and ELITE
TOURNAMENTS with respect to the subject matter herein and shall supersede any
and all other agreements, whether oral or otherwise, between the parties. Any
6
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. EAgcufion
This Agreement may be executed in counterparts and shall be deemed executed and
binding upon signature by both parties hereof.
lb. 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. 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 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 party's control, excluding weather.
[Signatures on the following page.]
a
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated dates.
ELITE TOURNAMENTS
By:
Name: We Libber
Title: President & Owner
Date: August 11. 2021
9
CITY OF ROUND ROqK, TEXAS
y
By:.
Name:
Title:
Date:
For City, Attest:
By:&*4e--j
Sara L. White, City Clerk
ROUND ROCK
Fcxns
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Host Partner Agreement with Elite Academy Fall Showcase
at Round Rock Multipurpose Complex.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 9/10/2021
Dept Director: Chad McKenzie
Cost: $10,000.00
Indexes: Hotel Occupancy Tax Fund
Attachments: CMAF - Elite Tournaments, HPA Elite Academy National Fall Showcase Oct 1-3
2021
Department: Sports Management & Tourism
Text of Legislative File CM-2021-240
Contract approval request for the Round Rock Multipurpose to host the Elite Academy Fall Showcase Oct
1-3, 2021.
Cost: $10,000.00
Source of Funds: HOT funds
City of Round Rock Page 1 of 1