CM-2015-891 - 9/8/2015HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between NATIONAL COLLEGIATE TABLE TENNIS
ASSOCIATION ("NCTTA"), having offices at 154 Mill Run Lane, Saint Peters, Missouri
63376, 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 2016 COLLEGE TABLE
TENNIS NATIONAL CHAMPIONSHIPS (the "event") in Round Rock, Texas, on or about
March 24 through March 27, 2016, to be held at the Round Rock Sports Center ("Sports Center")
owned and operated by the City/Host and located at 2400 Chisholm Trail Drive, Round Rock,
Texas 78681.
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,
NCTTA and City/Host agree as follows:
Designation and Rights as Official Host Partner
(a) City/Host shall be designated as an "Official,Host Partner" for the event.
(b) NCTTA and City/Host acknowledge that City has one exclusive sponsor
for the Sports Center, Orthopedic Medicine, and NCTTA has the right to
secure its own sponsors or sponsorships for the event with the exception
of any sponsors in the field of orthopedics.
(c) City/Host acknowledges that NCTTA has granted and/or may grant to
other National Corporate Sponsors, National Partners, or Licensees the
use of the NCTTA's Marks (defined herein as NCTTA's trademarks,
trade names, service marks and logos) in the promotion of NCTTA's
goods or services. Said licensing and merchandising relationships shall
be on a local, regional, and national basis.
(d) NCTTA 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. NCTTA 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. NCTTA's Rights and Responsibilities
(a) NCTTA 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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(b) NCTTA shall obtain and maintain in full force and effect 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. NCTTA 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) NCTTA, at its own expense, shall have the sole responsibility for
establishing, organizing, and operating the event, including but not
limited to performing the following functions:
I.
Venue rental;
ii.
Banquet;
iii.
Trophies;
iv.
Events programs and printing;
V.
Staff and tournament shirts;
vi.
Transportation for athletes and staff;
vii.
Athlete and staff lunches;
viii.
Tables/chair/bleachers.
Fees and Costs
As consideration for the rights and benefits granted herein, and provided that
NCTTA is in compliance with all terms of this Agreement, City/Host shall pay to
NCTTA the following:
(a) Rights Fee of Twenty Thousand and No/100 Dollars ($20,000.00)
Such rights fee shall assist in covering NCTTA event costs as set forth in
Section 2, specifically venue rental, trophies, event programs and
printing, staff and tournament shirts, transportation costs and lunch costs.
The rights fee of $20,000.00 shall be due and payable by City/Host to
NCTTA as follows: $10,000.00 shall be due and payable thirty (30) days
prior to the event, and the remaining $10,000.00 shall be paid by
City/Host to NCTTA in U.S. funds by City of Round Rock check
immediately prior to the beginning of the event.
(c) 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.
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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 March 27, 2016.
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
NCTTA 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 NCTTA Mark or City/Host Mark. Accordingly, in the
event of any unauthorized use of any NCTTA 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
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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.
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 NCTTA or
City/Host. NCTTA 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. Assienment
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 NCTTA: Willy Leparulo, President
NCTTA
154 Mill Run Lane
Saint Peters, Missouri 63376
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
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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 NCTTA and shall provide NCTTA 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 NCTTA prior to termination or cancellation. In the event
that City/Host has, as of the effective date of termination or cancellation,
paid NCTTA more of the Rights Fee than required by this section and this
Agreement, then and in that event NCTTA shall be obligated to promptly
refund the full difference to City/Host.
11. Indemnification
To the extent allowed by law, City/Host hereby agree to hold harmless NCTTA,
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 NCTTA'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, NCTTA 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
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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) NCTTA's intentional or negligent
actions or omissions under this Agreement, including but not limited to trademark
infringements based upon City/Host's use of NCTTA's Marks as approved in
accordance with this Agreement, contests, sweepstakes or other
activities conducted by NCTTA pursuant to this Agreement, and any product
demonstrations or products distributed by NCTTA pursuant to this Agreement
and (ii) any breach of this Agreement by NCTTA.
Each party will promptly notify the other of any claim. The terms, provisions and
conditions of this Section 12 shall survive the expiration or earlier termination of
this Agreement.
12. Entire Agreement
This Agreement constitutes the entire agreement between City/Host and NCTTA
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.
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.
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15. Execution
This Agreement may be executed in counterparts and shall be deemed executed
and binding upon signature by both parties hereof.
16. Governine 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 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.
19. Headines
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 party's control, excluding weather.
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the indicated dates.
The National Collegiate
Table Tennis Association , City of
By: v By:
Name y rj o Name:
Title: P�r s;do � cF terd Title:
Date: . h _ t S Date:
For City, Attest: �
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Sara L. White, City Clerk
For City,A r ved as to Fo m:
By:
Stephan L. Sheets, City Attorney
City of Round Rock
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ROUND Roar Agenda Item Summary
Agenda Number:
Title: Consider executing a Host Partner Agreement with National Collegiate
Table Tennis Association for the 2016 College Table Tennis
Championships.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 9/4/2015
Dept Director: Nancy Yawn, CVB Director
Cost:
Indexes:
Attachments: NCTTA LAF-Host Partner Agreement.pdf
Department: Convention and Visitors Bureau
Text of Legislative File CM -2015-891
Consider executing a Host Partner Agreement with National Collegiate Table Tennis
Association for the 2016 College Table Tennis Championships.
Contract approval request for CVB to host the NCTTA College Table Tennis
Championships March 24-27, 2016.
Staff recommends approval.
City of Round Rock Page 1 Printed on 9/3/2015