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CM-2024-131 - 4/26/2024HOST PARTNER AGREEMENT THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the "Effective Date") by and between US YOUTH SOCCER ASSOCIATION ("USYS"), 9220 World Cup Way, Frisco, Texas 75033, 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 2025 USYS NATIONAL LEAGUE CONFERENCE PLAYOFFS (the "event") in Round Rock, Texas, on or about February 21, 2025 through February 24, 2025, to be held at the Round Rock Multipurpose Complex owned and operated by the City/Host and located at 2001 North Kenney Fort Boulevard, Round Rock, Texas 78665. 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, USYS 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) USYS has the right to secure its own sponsors or sponsorships for the event. (c) City/Host acknowledges that USYS has granted and/or may grant to other National Corporate Sponsors, National Partners, or Licensees the use of USYS's Marks (defined herein as USYS's trademarks, trade names, service marks and logos) in the promotion of USYS's goods or services. Said licensing and merchandising relationships shall be on a local, regional, and national basis. (c) USYS 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. USYS 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. USYS's Rights and Responsibilities (a) USYS shall have the right to receive and retain, in accordance with conditions recited herein, all team entry fees from the event. (b) USYS 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. USYS 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) USYS, 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 USYS is in compliance with all terms of this Agreement, City/Host shall pay to USYS the following: (a) Rights Fee of Thirty -Four Thousand Six Hundred Seventy Five and No1100 Dollars ($34,675.00). Such rights fee shall assist in covering USYS's event costs, specifically venue rental costs as set forth herein. The rights fee of $34,675.00 shall be due and payable by City/Host to USYS upon execution of this Agreement and shall be used by USYS as follows: (i) Upon receipt of the rights fee from City/Host, USYS 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 USYS prior to the execution of this Agreement, the rights fee shall be used toward the remaining costs of the venue rental. In the event the remaining costs of the venue rental has already been paid by USYS prior to the execution of this Agreement, the rights fee shall be used toward operation costs for the event. (ii) In the event USYS 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. In the event USYS pays the remaining costs of the venue rental and there are remaining monies available from the rights fee, those remaining monies may be used towards operation costs for the event. (iii) Within fifteen (15) days of the execution date of this Agreement, USYS 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 (attn: Nancy Yawn, Director of Round Rock CVB) 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 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 February 24, 2025. 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. (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 USYS 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 USYS Mark or City/Host Mark. Accordingly, in the event of any unauthorized use of any USYS 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 USYS or City/Host. USYS 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. S. 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: To US YOUTH SOCCER ASSOCIATION: Simon Collins National League Commissioner 9220 World Cup Way Frisco, Texas 75033 4 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 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 USYS and shall provide USYS 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 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 USYS prior to termination or cancellation. In the event that City/Host has, as of the effective date of termination or cancellation, paid USYS more of the Rights Fee than required by this section and this Agreement, then and in that event USYS shall be obligated to promptly refund the full difference to City/Host. 11. Indemnification To the extent allowed by law, City/Host hereby agrees to hold harmless USYS, 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 USYS'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 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, USYS 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) USYS's intentional or negligent actions or omissions under this Agreement, including but not limited to trademark infringements based upon City/Host's use of USYS's Marks as approved in accordance with this Agreement, contests, sweepstakes or other activities conducted by USYS pursuant to this Agreement, and any product demonstrations or products distributed by USYS pursuant to this Agreement, and (ii) any breach of this Agreement by USYS. Each party will promptly notify the other of any claim. The terms, provisions and conditions of this Section 11 shall survive the expiration or earlier termination of this Agreement. 12. Entire Agreement This Agreement constitutes the entire agreement between City/Host and USYS 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. 6 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. 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. Compliance with State Law 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 USYS verifies USYS 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 7 19. 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. 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 21. 21. 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. 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. 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.] IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated dates. US YOUTH SOCCER ASSOCIATION CITY fay: AOL-- I-1 By: Name Simon Collins Name: Title: National League Commissioner Title: Date: 4/17/2024 Date: 9 ROUND ROCK, TEXAS �'YJiM For City, Attest: By: U/1 Meagan S , CityJerk