CM-2023-071 - 4/7/2023DocuSign Envelope 10: FB90C607-F3164142-9A213-01EAA9A00058
HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between NIRSA SERVICES CORPORATION, a wholly owned
subsidiary of the National Intramural -Recreational Sports Association an Oregon 501(c)(3)
corporation with its principal place of business, 4185 SW Research Way, Corvallis, Oregon
97333-1067, 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 NIRSA SOCCER NATIONAL
CHAMPIONSHIPS (the "Event") in Round Rock, Texas, on or about November 16, 2023
through November 18, 2023, 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,
NIRSA SERVICES CORPORATION and City/Host agree as follows.
(a) City/Host shall be designated as an "Official Host Partner" for the Event.
(b) NIRSA SERVICES CORPORATION has the right to secure its own
sponsors or sponsorships for the Event.
(c) City/Host acknowledges that NIRSA SERVICES CORPORATION has
granted and/or may grant to other National Corporate Sponsors, National
Partners, or Licensees the use of NIRSA SERVICES
CORPORATION'S Marks (defined herein as NIRSA SERVICES
CORPORATION'S trademarks, trade names, service marks and logos)
in the promotion of NIRSA SERVICES CORPORATION'S goods or
services. Said licensing and merchandising relationships shall be on a
local, regional, and national basis.
(d) NIRSA SERVICES CORPORATION 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. NIRSA SERVICES CORPORATION 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) NIRSA SERVICES CORPORATION 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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DocuSign Envelope ID: FB90C607-F316-4742-9A2B-01 EAA9AD0058
(b) NIRSA SERVICES CORPORATION 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. NIRSA
SERVICES CORPORATION 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.
(c) NIRSA SERVICES CORPORATION, at its own expense, shall have the
sole responsibility for establishing, organizing, and operating the Event.
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As consideration for the rights and benefits granted herein, and provided that NIRSA
SERVICES CORPORATION is in compliance with all terms of this Agreement,
City/Host shall pay to NIRSA SERVICES CORPORATION the following:
(a) Rights Fee
A Rights Fee of Thirty -Eight Thousand and No/100 Dollars
($38,000.00) shall be paid to NIRSA SERVICES CORPORATION. Such
Rights Fee shall assist in covering NIRSA SERVICES CORPORATION'S
Event costs, specifically venue rental costs as set forth herein. The Rights
Fee of $38,000.00 shall be due and payable by City/Host to NIRSA
SERVICES CORPORATION upon execution of this Agreement and shall
be used by NIRSA SERVICES CORPORATION as follows:
{i) Upon receipt of the Rights Fee from City/Host, NIRSA SERVICES
CORPORATION 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 NIRSA SERVICES
CORPORATION 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 NIRSA SERVICES CORPORATION 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,
NIRSA SERVICES CORPORATION 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.
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(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
(i) City/Host shall be responsible for renting four (4) additional turf fields
at a cost of Three Thousand and No/100 Dollars ($3,000.00). NIRSA
SERVICES CORPORATION shall reimburse City/Host for any costs
associated with the rental of additional turf fields. Reimbursement shall
be due within thirty (30) upon receipt of an invoice from City[Host for
the turf field rentals.
(ii) 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 18,
2023.
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.
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NIRSA SERVICES CORPORATION 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 NIRSA SERVICES CORPORATION Mark or City/Host Mark.
Accordingly, in the event of any unauthorized use of any NIRSA SERVICES
CORPORATION 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. Anti -Discrimination
NIRSA is committed to having all of its programs and benefits available to all qualified
individuals, free from discrimination. NIRSA advocates inclusive and equitable
practices and engages its members in establishing a culture of health that welcomes,
learns from, and celebrates differences among people. This means freedom from
discrimination on the basis of race, sex, age, disability, religion, national origin,
ethnicity, sexual orientation, and status as a veteran, lactating mother, or transgender
person (NIRSA's Protected Individuals). This also means having equitable access to
facilities for all NIRSA event participants.
Venues for NIRSA events will fully honor NIRSA's commitments to equity, diversity,
and inclusion. In signing a contract or agreement with NIRSA, Venue acknowledges
that its representation (including any subsidiary and affiliated corporations) is acting in
conformance with these values (as outlined above) and that this policy is a material
inducement to NIRSA's selection of Venue.
NIRSA may cancel any Venue contract without liability and have its deposits refunded:
(a) if it is otherwise determined that by virtue of actions that constitute a pattern and
practice the Venue itself no longer supports the non-discrimination policy of NIRSA;
(b) if any public accommodation services, including restrooms offered by the venue are
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not offered on a non-discriminatory basis; or, in the events any of these conditions occur,
the venue may offer alternate space in another location with penalties paid to NIRSA,
and NIRSA has the right to accept or refuse.
8. 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 NIRSA
SERVICES CORPORATION or City/Host. NIRSA SERVICES CORPORATION 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.
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.
10. 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: NIRSA SERVICES CORPORATION
Pam Watts Executive Director 4185
SW Research Way
Corvallis, OR 97333-1067
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.
DocuSign Envelope ID: FB90C607-F3164742-9A2B-01EAA9AD0058
11. Termination and fjoggl1afioll
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
NIRSA SERVICES CORPORATION and shall provide NIRSA SERVICES
CORPORATION a reasonable amount of time to remedy the issues to avoid a
termination for cause.
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 City/Host 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 NIRSA
SERVICES CORPORATION prior to termination or cancellation. In the event
that City/Host has, as of the effective date of termination or cancellation, paid
NIRSA SERVICES CORPORATION more of the Rights Fee than required by
this section and this Agreement, then and in that event NIRSA SERVICES
CORPORATION 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 NIRSA SERVICES CORPORATION will keep the entire
Rights Fees as damages.
12. Indemnification
To the extent allowed by law, City/Host hereby agree to hold harmless NIRSA
SERVICES CORPORATION, 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 NIRSA SERVICES CORPORATION'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
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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, NIRSA SERVICES CORPORATION 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) NIRSA SERVICES
CORPORATION'S intentional or negligent actions or omissions under this
Agreement, including but not limited to trademark infringements based upon
City/Host's use of NIRSA SERVICES CORPORATION'S Marks as approved in
accordance with this Agreement, contests, sweepstakes or other activities conducted by
NIRSA SERVICES CORPORATION pursuant to this Agreement, and any product
demonstrations or products distributed by NIRSA SERVICES CORPORATION
pursuant to this Agreement and (ii) any breach of this Agreement by NIRSA
SERVICES CORPORATION.
Each party will promptly notify the other of any claim. The terms, provisions and
conditions of this Section I 1 shall survive the expiration or earlier termination of this
Agreement.
13. Entire Agreement
This Agreement constitutes the entire agreement between City/Host and NIRSA
SERVICES CORPORATION 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.
14. 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.
1JEW4 ifi mT1 1 -M%,
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
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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.
16. Execution
This Agreement may be executed in counterparts and shall be deemed executed and
binding upon signature by both parties hereof.
17. 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.
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 parry'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. 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.
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
DocuSign Envelope ID: PB90C607-F316-4742-9A2B-OiEAA9AD0058
warranties made in and the indemnifications provided pursuant to this Agreement shall
survive the expiration or earlier termination of this Agreement.
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.
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated dates.
NIRSA SERVICES CORPORATION
0-.,� e,:
WAffi
Name: is
Title: Executive Director
Date:
9
CITY ROUND ROCK, TEXAS
B.
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y: W-WLA'
Name: ��,a44 IL,4'9
Title: - L1-i K er
Date: 02P
For City, Attest:
B
eagan Spi s, City .lerk
ROUND ROCK
TEXAS
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing a Host Partner Agreement with NIRSA Services Corporation for
the 2023 NIRSA Soccer National Championships.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/7/2023
Dept Director: Chad McKenzie
Cost: $38,000.00
Indexes: Hotel Occupancy Tax Fund
Attachments: HPA NIRSA Soccer Championship Nov 16-18 2023
Department: Sports Management & Tourism
Text of Legislative File CM-2023-071
Contract approval request for the Round Rock Multipurpose Complex to host the 2023 NIRSA Soccer
National Championships Nov 16-18, 2023
Cost: $38,000
Source of Funds: HOT Funds
City of Round Rock Page I of I