CM-2024-080 - 3/8/2024CM-2024-080
F
S does not receive any payment from THE CITY OF ROUND ROCK on or before applicable
date, EXPRESS may elect to charge THE CITY OF ROUND ROCK alatefeeof1.5% permonth
nt then due owing it until it is paid in full. It is,agreed by THE CITY OF ROUND ROCK that
tion of remedies by EXPRESS does not waive any other remedies for breach of contract
XPRESS.THE CITY OF ROUND ROCK agrees to pay any cost that the EXPRESS incurs because
of failure of payment, including attorney's fees.
If the EXPRESS fails to make available the services to be provided to THE CITY OF ROUND ROCK in this
Agreement, THE CITY OF ROUND ROCK shall be entitled to a refund of advertising costs on a pro rata
basis.Such fraction shall be multiplied by the payment required to be made by THE CITY OF ROUND ROCK
herein and the sum resulting therefore shall be the sole remedy available to THE CITY OF ROUND ROCK
TERMS AND CONDITIONS
The term of this Agreement will commence upon the proper execution of this signed Letter of
Agreement and shall conclude on September 30, 2024.The term will include the EXPRESS'2024 baseball
season.
If this Agreement is in full force and effect and THE CITY OF ROUND ROCK is not otherwise in default of
its obligations under this Agreement, upon THE CITY OF ROUND ROCK's receipt of a renewal agreement,
EXPRESS shall negotiate such agreement exclusively with THE CITY OF ROUND ROCK for a period of
thirty(30) days(the "Exclusivity Period"). If the parties have not executed a final,definitive agreement
with respect thereto by the end of the Exclusivity Period, EXPRESS may sell the sponsor benefits
itemized herein to another party.
Additional items or elements not outlined or described in this Agreement will be reviewed and approved
by representative of THE CITY OF ROUND ROCK and the EXPRESS and shall come as an addendum of
this Agreement or under the terms of a separate agreement.
It is mutually understood that no agreement or promise has been made in reference to this Agreement
that is not stated herein or attached hereto and that there is no verbal understanding of any kind that
can in any way affect the terms of this contract. In consideration of the acceptance of this advertising
order, recognizing advance expenditures, and because of the necessity of reserving space for the
entirety of the baseball season, it is hereby understood that no part of this contract can be
countermanded or cancelled.
In the event the Coronavirus(COVID-19) pandemic causes the cancellation of part of a season,the
sponsorship fee for such season shall be prorated. In the event that the COVID-19 pandemic causes the
cancellation of an entire season, the term of this Agreement shall be automatically extended for one
additional season. Any such extension shall be implemented in a manner consistent with the terms
described herein, including without limitation the fee escalator provisions thereof, if applicable,and any
such extension or proration shall be effective without the need for any amendment to this Agreement
or other attachment hereto.
Should EXPRESS operations or capacity to conduct business be limited via national, state or local
ROUND ROCK EXPRESS
authorities due to the COVID-19 pandemic, EXPRESS will work with THE CITY OF ROUND ROCK to
reasonably reassess this Agreement with as much advanced notice as possible.
With the authority to approve such matters,we,the below signed, agree to the terms and conditions set
forth in the preceding Agreement by and between aforementioned parties.
Notwithstanding any other provision of this Agreement:
1.This Agreement and the rights,exclusivities and protections granted by(PDL Club)to (Rightsholder)
hereunder shall, at the request of MLB Professional Development Leagues, LLC ("MLB PDL"), be
subject to its review and written approval,and shall in all respects be subordinate to, and shall not
prevent the issuance, entering into, or amendment of,any of the following, each as may be issued,
entered into or amended from time to time (collectively,the "PDL Documents"): (i) any present or
future agreements or arrangements entered into by,or on behalf of MLB PDL and/or any of its
respective present or future affiliates, assigns or successors(collectively,the "PDL Entities")that are
specifically related to or generally applicable to the player development league system including the
PDL Clubs, including, without limitation,the player development license agreement entered into
between (PDL Club)and MLB PDL; and (ii)the present and future mandates, rules, regulations,
policies, practices, bulletins, by-laws,directives or guidelines issued or adopted by, or on behalf of,
MLB PDL,any other PDL Entity and/or the Commissioner of Baseball that are specifically related to
or generally applicable to the player development league system or one or more of the PDL Clubs.
The issuance, entering into, amendment, or implementation of any of the PDL Documents shall be at
no cost or liability to any PDL Entity or to any individual or entity related thereto [, except for the
reduction in fees payable to (PDL Club)and specifically referenced in [Paragraph] [Section]
hereof].
2.The territory within which (Rightsholder) is granted rights hereunder is limited to, and nothing herein
shall be construed as conferring on (Rightsholder) rights in areas outside of, the Marketing Territory
of(PDL Club), as established and amended from time to time pursuant to the PDL Documents.
3. No rights, exclusivities or obligations involving Interactive Media are conferred by this Agreement,
except as specifically approved in writing by the applicable PDL Entity. For purposes of this
provision, "Interactive Media" shall mean (i)the Internet or any other on-line system or computer
network; (ii) any interactive wireless service, including, without limitation, any interactive microwave
or cellular service; (iii) any interactive satellite service; (iv)any interactive broadcast television,
broadcast radio or cable television service; and (v)any other medium of interactive communication
now known or hereafter devised.
4. In addition to any other rights or remedies to which (PDL Club) may be entitled at law or in equity,
(PDL Club) shall have the right, at no cost or liability to it or any other PDL Club, Major League
Baseball Club or any PDL Entity,to terminate this Agreement at any time (Rightsholder) breaches its
obligations under Paragraph 1, 2 or 3 above.The right to terminate shall be exercisable by delivering
written notice to (Rightsholder)within 30 days after the (PDL Club)obtains actual knowledge that
such breach has occurred and the effective date of such termination shall be no more than 30 days
after the date such notice is given,as specified by(PDL Club) in such notice.
ROUND ROCK£XPR£SS.
FOR SPONSOR NAME:
Laurie Hadley
City Manager
THE CITY OF ROUND ROCK
221 E Main St
Round Rock, TX 78664
512-218-5401
lhadley@roundrocktexas.gov
Date
FOR EXPRESS:
Chris Almendarez
President
ROUND ROCK EXPRESS BASEBALL EXPRESS
3400 E. Palm Valley Blvd.
Round Rock, TX 78665
(512)238-2214)
chris@rrexpress.com
ROUND ROCK EXPRESS
_____________________________
02/27/202403/09/2024