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CM-07-03-026HOST PARTNER AGREEMENT THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the "Effective Date") by and between TEAM CHAMPIONSHIPS INTERNATIONAL, L.L.C. ("TCI"), a Delaware limited liability corporation having offices at 10497 Centennial Road, Littleton, Colorado 80127, with San Antonio, Texas being the principal place of business of TCI, 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 2007 Kick -It Soccer Tour (the "Tour") in Round Rock, Texas, on or about August 4 through August 5, 2007. 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, TCI 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" as part of the Round Rock stop of the 2007 Kick -It Soccer Tour. (b) As "Official Host Partner," City/Host will have the exclusive rights to sell and/or otherwise secure sponsors and sponsorships for the Round Rock stop of the 2007 Kick -It Soccer Tour. (c) City/Host acknowledges that TCI has granted and/or may grant to other National Corporate Sponsors, National Partners, or Licensees the use of the Tour Marks (defined herein as TCI' s trademarks, trade names, service marks and logos) in the promotion of TCI's goods or services. Said licensing and merchandising relationships shall be on a local, regional, and national basis. (d) TCI 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. TCI 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. TCI's Rights and Responsibilities (a) TCI shall have the right to receive and retain, in accordance with conditions recited herein, all team entry fees from the Round Rock stop of the 2007 Kick -It Soccer Tour. 00110771/jkg e - D r1 -b 3-Oalp (b) TCI shall obtain and maintain in full force and effect a general liability insurance policy covering the Round Rock stop of the 2007 Kick -It Soccer Tour, 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. TCI 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) TCI, at its own expense, shall have the sole responsibility for establishing, organizing, and operating the Round Rock stop of the 2007 Kick -It Soccer Tour, including but not limited to performing the following functions: i. Design and print event registration forms; ii. Design, establish, update, and provide upkeep for event website; iii. Provide assistance to City/Host in design of sponsor packages, if requested by City/Host; iv. Provide assistance to City/Host in development of event promotion ideas, if requested by City/Host; v. Create and dispatch all mailings to prospective participants; vi. Create, establish, maintain and manage toll-free inquiry telephone lines for prospective participants during normal business hours; vii. Provide all equipment, materials, supplies, goods, and services necessary for event competition, including contracting with a Tour referee assignor and paying Tour referees; viii. Provide assistance to City/Host with setup of on-site Host Village facilities and sponsor signage, in general accordance with TCI event footprint map; ix. At its cost, provide each player with one premium T-shirt bearing sponsor logos (as furnished to TCI by City/Host); x. Provide awards to each player on each first place team, to each player on each second place team, and to each player on each third place team; xi. Manage all daily operations and on-site logistics for the entire event; and xii. Provide professional event staff, including but limited to a Tour Director for the event. 3. Fees and Costs As consideration for the rights and benefits granted herein, and provided that TCI is in compliance with all terms of this Agreement, City/Host shall pay to TCI the following: 2 (a) Rights Fee of Sixteen Thousand and No/100 Dollars ($16,000.00) Such rights fee shall cover the provision by TCI of the following site costs and associated costs including but not limited to overnight security, dumpster, trash pickup, first aid, referee/staff lunches, permit costs, and the like. Such rights fee shall not cover the following costs which shall be borne by City/Host: furnishing a minimum of five (5) volunteers per day Friday through Sunday of the event, furnishing adequate restroom facilities, and furnishing a maximum of fifteen (15) room nights for staff use during the event. The parties expressly agree that, should TCI request lights for the fields, TCI shall be responsible for payment of $18.00 per hour for use of said lights. The parties expressly acknowledge that fees for fields are not chargeable to TCI, as City/Host agrees to waive such field costs. The rights fee of $16,000.00 shall be due and payable by City/Host to TCI as follows: $8,000.00 shall be due and payable thirty (30) days prior to the event, and the remaining $8,000.00 shall be paid by City/Host to TCI in U.S. funds by City of Round Rock check immediately prior to the beginning of the event. (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 and/or prizes 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. Inclement Weather The event may be conducted in adverse weather conditions (excluding lightning). The final decision with respect to playing conditions dictating weather delays and/or cancellations shall be within the sole discretion of the City of Round Rock Parks and Recreation Department Director or his/her designee. 5. 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 August 5, 2007. 3 6. 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. 7. Use and Ownership of Marks TCI 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 Tour 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 Tour Mark or City/Host Mark. Accordingly, in the event of any unauthorized use of any Tour 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 Tour 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. 8. No Joint Venture 4 This Agreement does not constitute and shall not be constructed as constituting a partnership, employer-employee, or joint venture between or among TCI or City/Host. TCI 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. 9. 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. 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 TCI: General Manager Team Championships International, LLC 10497 Centennial Road Littleton, Colorado 80127 303-948-7108 (Office) 815-814-3347 (Cell) 303-948-7251 (Fax) To City/Host: Assistant 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. 11. 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. 5 (b) City/Host may terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) 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 TCI prior to termination or cancellation. In the event that City/Host has, as of the effective date of termination or cancellation, paid TCI more of the Rights Fee than required by this section and this Agreement, then and in that event TCI shall be obligated to promptly refund the full difference to City/Host. 12. Indemnification To the extent allowed by law, City/Host hereby agree to hold harmless TCI, 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 TCI'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, TCI hereby agree 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) TCI's intentional or negligent actions or omissions under this Agreement, including but not limited to trademark infringements based upon City/Host's use of TCI Marks as approved in accordance with this Agreement, contests, sweepstakes or other activities conducted by TCI pursuant to this Agreement, and any product 6 demonstrations or products distributed by TCI pursuant to this Agreement and (ii) any breach of this Agreement by TCI. Each party will promptly notify the other of any claim. The terms, provisions and conditions of this Section 13 shall survive the expiration or earlier termination of this Agreement. 13. Entire Agreement This Agreement constitutes the entire agreement between City/Host and TCI 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. 15. Confidentiality The parties hereto expressly acknowledge that City/Host is a Texas municipality and, as such, is subject to and will obey the Texas Open Records 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. 16. Execution This Agreement may be executed in counterparts and shall be deemed executed and binding upon signature by both parties hereof. 7 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 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. 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 to this Agreement 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. 8 22. Force Majeure 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 as of the date or dates indicated below. Team Championships International, LLC By: Name: Title: �,z..ig/!tt2:7 Date: �/ 7 City of Round Rock, Texas By: N. e: Title. .i mavtc r Date: 3 - oLiCri For City: ATTEST: atia TILlR. 0, ,+,t,Tv7), Christine R. Martinez, City Secretary VED AS TO F L Stephan L. Sheets, City Attorney 9 DATE: February 22, 2007 SUB3ECT: City Manager, March 2, 2007 ITEM: Consider a resolution authorizing the City Manager to execute an agreement with Team Championships International to sponsor a Kick -it regional soccer tournament in Round Rock. Department: Round Rock Convention and Visitors Bureau Staff Person: Nancy Yawn, Director, Convention and Visitors Bureau justification: The CVB bid against other cities and won the bid in 2006. We are excited to be chosen again to host the Kick -it 3V3 Regional Playoffs in August, 2007. Fundina: Cost: $16,000 Source of funds: Hotel Occupancy Tax Outside Resources: N/A Backaround Information: Public Comment: N/A Last year, 2006, the CVB was awarded the regional playoffs after bidding against other cities. 1,068 athletes participated in last year's tournament with an economic impact of $470,187.