CM-2026-180 - 7/10/2026 HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between US LACROSSE, INC. dba USA Lacrosse ("USAL"),
having offices at 2 Loveton Circle, Sparks, MD 21152, 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 2028 WOMEN'S COLLEGIATE LACROSSE ASSOCIATES
NATIONAL CHAMPIONSHIPS (the "Event") in Round Rock, Texas, on or about May 09
through May 11, 2028, to be held at the Round Rock Multipurpose Complex ("Multipurpose
Complex") owned and operated by the City/Host and located at 2001 N. Kenney Fort Blvd.,
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,
USAL 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) USAL has the right to secure its own sponsors or sponsorships for the
event.
(c) City/Host acknowledges that USAL has granted and/or may grant to
other National Corporate Sponsors, National Partners, or Licensees the
use of USAL's Marks (defined herein as USAL's trademarks, trade
names, service marks and logos) ("Mark or Marks") in the promotion of
USAL's goods or services. Said licensing and merchandising
relationships shall be on a local,regional,and national basis.
(d) USAL 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. USAL 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. USAL's Rights and Responsibilities
(a) USAL 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 as set forth at https://www.roundrocktexas.gov/wp-
content/uploads/2024/12/CORR-Insurance-08-2024.pdf. A copy of such
insurance certificate shall be provided to City/Host in advance of the
event. USAL shall, upon the direction of City/Host, include City and
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designated sponsors as additional insureds on such insurance policy at no
additional cost or charge to City/Host.
(b) USAL, 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
USAL is in compliance with all terms of this Agreement, City/Host shall pay to
USAL the following:
(a) Rights Fee of Twenty-Six Thousand and No/100 Dollars ($26,000.00).
Such rights fee shall assist in covering USAL's event costs, specifically
venue rental costs as set forth herein. The rights fee shall be due and
payable by City/Host to USAL upon execution of this Agreement and
shall be used by USAL as follows:
(i) Upon receipt of the rights fee from City/Host, USAL shall use the
rights fee to pay the deposit amount required by the venue to
secure the venue for the Event. In the event that the deposit has
already been paid by USAL prior to the execution of this
Agreement, the rights fee shall be used toward the remaining costs
of the venue rental. In the event that the remaining costs of the
venue rental has already been paid by USAL prior to the execution
of this Agreement, the rights fee shall be used toward operation
costs for the event.
(ii) In the event that USAL 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 that USAL 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) Venue Payment Verification. USAL shall provide the City/Host
(Attn: Nancy Yawn, Director of the Round Rock CVB) with
written verification of venue payments as follows:
a. Deposit Verification. Within fifteen (15) days after
execution of this Agreement, verification that the initial
venue deposit required under the venue's Terms of Use
Agreement has been paid.
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b. Final Payment Verification. No later than thirty (30)
days prior to the commencement of the Event Period,
verification that all venue rental costs have been paid in
full.
(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. 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 May 14,2028.
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.
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6. Use and Ownership of Marks
USAL 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 USAL Mark or City/Host Mark. Accordingly, in the
event of any unauthorized use of any USAL 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 USAL or
City/Host. USAL 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:
To USAL:
Will Blake
VP Commercial Partnerships&Development
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2 Loveton Circle
Sparks,MD 21152
To City/Host: Brooks Bennett
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. Prior to proceeding with termination for cause,
City/Host agrees to use all reasonable efforts to resolve any and all issues
with USAL and shall provide USAL a reasonable amount of time to
remedy the issues to avoid a termination for cause.
(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.
(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 USAL prior to termination or cancellation. In the event that
City/Host has, as of the effective date of termination or cancellation, paid
USAL more of the Rights Fee than required by this section and this
Agreement, then and in that event USAL shall be obligated to promptly
refund the full difference to City/Host.
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11. Indemnification
To the extent allowed by law, City/Host hereby agrees to hold USAL, 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 USAL'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, USAL 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) USAL's intentional or negligent
actions or omissions under this Agreement, including but not limited to trademark
infringements based upon City/Host's use of USAL's Marks as approved in
accordance with this Agreement, contests, sweepstakes or other activities
conducted by USAL pursuant to this Agreement, and any product demonstrations
or products distributed by USAL pursuant to this Agreement and (ii) any breach
of this Agreement by USAL.
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 USAL
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.
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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. Governint 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 parry's exercise of
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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 parry's control, excluding weather.
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated dates.
USAL City of Round Rock,Texas
By: .�, .� � By:
Name: Will Blake Name: frxki Benno--
Title: VP Corp. Partnerships Development Title: I -y MCI yj9g(
Date: 06 / 22 / 2026 JUIJ (v M
Date: 11&
For City,Attest:
By:
Ann ranklin, City Clerk
Approved as to Form:
By:
eph ie Sandre, City Attorney
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