CM-2021-265 - 10/15/2021HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between PEAK EVENTS, LLC, PO Box 1741, Allen, Texas 75013,
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 ROUND ROCK CLASSIC (the "event") in Round
Rock, Texas, on or about February 25, 2022 through February 27, 2022, to be held at the Dell
Diamond, owned and operated by the City/Host and located at 3400 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,
PEAK EVENTS, LLC 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) PEAK EVENTS, LLC has the right to secure its own sponsors or
sponsorships for the event.
(c) City/Host acknowledges that PEAK EVENTS, LLC has granted and/or
may grant to other National Corporate Sponsors, National Partners, or
Licensees the use of PEAK EVENTS LLC Marks (defined herein as
PEAK EVENTS, LLC trademarks, trade names, service marks and
logos) in the promotion of PEAK EVENTS, LLC goods or services.
Said licensing and merchandising relationships shall be on a local,
regional, and national basis.
(d) PEAK EVENTS, LLC 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.
PEAK EVENTS, LLC 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. PEAK EVENTS, LLC Rights and Responsibilities
(a) PEAKS EVENTS, LLC 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
00482884/ss2
shall be provided to City/Host in advance of the event. PEAK EVENTS,
LLC 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.
(b) PEAK EVENTS, LLC 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
PEAK EVENTS, LLC is in compliance with all terms of this Agreement,
City/Host shall pay to PEAK EVENTS, LLC the following:
(a) Rights Fee of Fifteen Thousand and No/100 Dollars ($15,000.00). Such
rights fee shall assist in covering PEAK EVENTS, LLC event costs.
The rights fee of $15,000.00 shall be due and payable by City/Host to
PEAK EVENTS, LLC upon execution of this Agreement.
(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. Term
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 February 27, 2022.
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.
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(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
PEAK EVENTS, LLC 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 PEAK EVENTS, LLC Mark or City/Host Mark.
Accordingly, in the event of any unauthorized use of any PEAK EVENTS, LLC
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 PEAK
EVENTS, LLC or City/Host. PEAK EVENTS, LLC 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. Assienment
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 PEAK EVENTS, LLC:
Ryan Holloway
President
PO Box 1741
Allen, Texas 75013
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 parry 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 PEAK EVENTS, LLC and shall provide PEAK EVENTS, LLC 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
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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 PEAK EVENTS, LLC prior to termination or cancellation.
In the event that City/Host has, as of the effective date of termination or
cancellation, paid PEAK EVENTS, LLC more of the Rights Fee than
required by this section and this Agreement, then and in that event, PEAK
EVENTS, LLC 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 PEAK
EVENTS, LLC, 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 PEAK
EVENTS, LLC 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, PEAK EVENTS, LLC 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)
PEAK EVENTS, LLC intentional or negligent actions or omissions under this
Agreement, including but not limited to trademark infringements based upon
City/Host's use of PEAK EVENTS, LLC Marks as approved in accordance with
this Agreement, contests, sweepstakes or other activities conducted by PEAK
EVENTS, LLC pursuant to this Agreement, and any product demonstrations or
products distributed by PEAK EVENTS, LLC pursuant to this Agreement and
(ii) any breach of this Agreement by PEAK EVENTS, LLC.
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 PEAK
EVENTS, LLC 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.
16. Governina 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.
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17. Compliance
In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the
contract contains written verification from that company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of this Agreement.
The signatory executing this Agreement on behalf of PEAK EVENTS, LLC
verifies PEAK EVENTS, LLC does not boycott Israel and will not boycott Israel
during the term of this Agreement.
18. 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.
19. 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.
20. 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.
21. 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.
22. Force Ma'eure
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,
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strikes, concealed acts of workmen, casualty, accidents, acts of terror, or any other
occurrence beyond such party's control, excluding weather.
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated dates.
CITY OF ROUND ROCK,
For City, Attest:
By: --?�ktz�m
Sara L. White, City Cleric
IT
UND ROCK
XAS
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider authorizing Host Partner Agreement with Peak Events, LLC, held at Dell
Diamond Feb 25-27, 2022.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/15/2021
Dept Director: Chad McKenzie
Cost: $15,000.00
Indexes: Hotel Occupancy Tax Fund
Attachments: Host Partner Agreement - Round Rock Classic Feb 25-27 2022
Department: Sports Management & Tourism
Text of Legislative File CM-2021-265
The Round Rock Classic will be held at the Dell Diamond February 25,2022 through February 27, 2022.
Cost: $15,000.00
Source of Funds: HOT Funds
City of Round Rock Page i of