CM-09-06-104HOST 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.
(BEST EXPERIENTIAL PROPERTIES), the participatory sports division of Blue
Entertainment Sports Television ("BEST"), a Delaware limited liability corporation having
offices at 10497 Centennial Road, Littleton, Colorado 80127, 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 2009 Kick -It Soccer Tour (the "Tour") in Round Rock, Texas, on or about
August 8 through August 9, 2009.
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, BEST
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 2009 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 2009 Kick -It Soccer Tour. City/Host acknowledges that
BEST has the right to contract with third parties who shall serve as
"national sponsors" of the Tour ("National Sponsors") and, via such
contracting, shall receive certain category exclusivity throughout the
Tour. In this regard, BEST will be protecting the Retail Sporting Goods,
Athletic Brands, Sports Drink, Juice, Hospital/Healthcare, and Wireless
categories. BEST will retain the right to add more protected categories
and shall promptly notify City/Host of such additions. If City/Host
provides a written agreement that a given category has been sold, and
such category has not already been properly protected by BEST, then
BEST will not be able to protect said category. Once City/Host has sold
a non -protected category, such category will be unavailable for sale by
BEST in the Territory. City/Host will have the right to contract with Star
Systems to be a vendor to sell at the event.
(c) City/Host acknowledges that BEST has granted and/or may grant to other
National Corporate Sponsors, National Partners, or Licensees the use of
the Tour Marks (defined herein as BEST's trademarks, trade names,
service marks and logos) in the promotion of BEST's goods or services.
Said licensing and merchandising relationships shall be on a local,
regional, and national basis.
16I097/jkg
0130.0813
(d) BEST 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. BEST 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. BEST's Rights and Responsibilities
(a) BEST 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 2009 Kick -It Soccer Tour.
(b) BEST shall obtain and maintain in full force and effect a general liability
insurance policy covering the Round Rock stop of the 2009 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. BEST 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.
BEST, at its own expense, shall have the sole responsibility for
establishing, organizing, and operating the Round Rock stop of the 2009
Kick -It Soccer Tour, including but not limited to performing the
following functions:
(c)
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 BEST
event footprint map;
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ix. At its cost, provide each player with one premium T-shirt bearing
sponsor logos (as furnished to BEST 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.
xiii. Provide adequate numbers of volunteers to prevent cars from being
parked on streets.
3. Fees and Costs
As consideration for the rights and benefits granted herein, and provided that BEST
is in compliance with all terms of this Agreement, City/Host shall pay to BEST the
following:
(a)
Rights Fee of Sixteen Thousand and No/100 Dollars ($16,000.00)
Such rights fee shall cover the provision by BEST of the following site
costs and associated costs including but not limited to overnight security,
dumpsters, trash pickup, first aid, referee/staff lunches, additional
bathrooms, all permit costs, and the like. 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
acknowledge that fees for the fields are not chargeable to BEST because
City/Host agrees to waive such field costs.
The rights fee of $16,000.00
BEST as follows:
$8,000.00 shall be due
event;
shall be due and payable by City/Host to
and payable thirty (30) days prior to the
The remaining $8,000.00 (or whatever balance is owed as
determined by the contingency stated in this subsection) shall be
paid by City/Host to "Team Championships International, L.L.C."
and shall be sent c/o BEST Experiential Properties, 333 East Main
Street, Suite 200, Louisville, KY 40202, and said payment shall be
in U.S. funds by City of Round Rock check by September 1, 2009
CONTINGENT UPON THE FOLLOWING:
Prior to August 20, 2009, BEST must provide City/Host with
written documentation and proof that all vendors related to the 2009
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Round Rock event have been paid in full. For informational
purposes, the 2008 Round Rock event had 166 paid teams. BEST
acknowledge the express understanding and agreement that BEST
shall deduct from the final payment due from City/Host the amount
of $96.39 for each team below 166 paid teams, such deductions not
to exceed 83 teams or $8,000.00.
(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 9, 2009.
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
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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 Ownershin of Marks
BEST 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
This Agreement does not constitute and shall not be constructed as constituting a
partnership, employer-employee, or joint venture between or among BEST or
City/Host. BEST 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. Assigmnent
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.
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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 BEST: Bart Bayston
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
512-218-5401 (Office)
512-218-7097 (Fax)
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.
(b) 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.
(c) 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 BEST prior to termination or cancellation. In the event that
City/Host has, as of the effective date of termination or cancellation, paid
BEST more of the Rights Fee than required by this section and this
Agreement, then and in that event BEST shall be obligated to promptly
refund the full difference to City/Host.
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12. Indemnification
To the extent allowed by law, City/Host hereby agree to hold harmless BEST,
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 BEST'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, BEST 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, datnages, 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) BEST's intentional or
negligent actions or omissions under this Agreement, including but not limited to
trademark infringements based upon City/Host's use of BEST Marks as approved
in accordance with this Agreement, contests, sweepstakes or other activities
conducted by BEST pursuant to this Agreement, and any product demonstrations
or products distributed by BEST pursuant to this Agreement and (ii) any breach
of this Agreement by BEST.
Each party will promptly notify the other of any claitn. 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 BEST
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,
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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, 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.
16. Execution
This Agreement may be executed in counteiparts and shall be deemed executed
and binding upon signature by both parties hereof.
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
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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.
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, L.L.C.
BEST Experiential Properties
By:
Name:
Title:
Date:
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City of Round Rock, Texas
By:
Name:
Title:
"K. Kube,. A .
Date: t 5 - t
For City, Attest:
By:
For City, Ap o d as to Form:
By: _••1.
, I
Stephan LI Sheets, City Attorney
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DATE: June 1, 2009
SUBJECT: City Manager - June 5, 2009
ITEM: Consider City Manager approval to execute a Host Partner
Agreement with TEAM CHAMPIONSHIPS INTERNATIONAL, L.L.C.
(BEST EXPERIENTIAL PROPERTIES) to use Hotel Occupancy Tax
monies for hosting the 2009 Kick -It 3v3 Soccer Tour.
Department: Convention and Visitor Bureau
Staff Person: Nancy Yawn, Director, Convention and Visitors Bureau
Justification:
The Convention and Visitors Bureau was awarded the opportunity to host the
Kick -It 3v3 Regional Playoffs, for the fourth year in a row. This event
supports our tourism industry, as well as our "Sports Capital of Texas"
branding campaign.
Outside Resources: N/A
Funding:
Cost: $16,000.00
Source of funds: Hotel Occupancy Tax
Background Information:
Last year, this event had 996 participants plus coaches and spectators. The
previous year, there were 1,176 participants.
Public Comment: N/A