CM-10-01-001HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between K1 INTERNATIONAL, LLC ("K 1"), a Texas limited
liability company having offices at 3502 McKamy Oaks Trail, Arlington, Texas 76017, 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 2010 TEXAS CUP 3V3 WORLD SOCCER TOUR
(the "Tour") in Round Rock, Texas, on or about July 17 through July 18, 2010.
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, K1
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 2010 Texas Cup 3v3 World 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 2010 Texas Cup 3v3 World Soccer Tour.
(c) City/Host acknowledges that K1 has granted and/or may grant to other
National Corporate Sponsors, National Partners, or Licensees the use of
the Tour Marks (defined herein as K 1's trademarks, trade names, service
marks and logos) in the promotion of K1 's goods or services. Said
licensing and merchandising relationships shall be on a local, regional,
and national basis.
(d) K1 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. K1 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. Kl's Rights and Responsibilities
(a) K1 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 2010 Texas Cup 3v3 World Soccer Tour.
(b) K1 shall obtain and maintain in full force and effect a general liability
insurance policy covering the Round Rock stop of the 2010 Texas Cup
3v3 World Soccer Tour, and said insurance policy shall fulfill all
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t0-01- pot
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. K1 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) K1, at its own expense, shall have the sole responsibility for establishing,
organizing, and operating the Round Rock stop of the 2010 Texas Cup
3v3 World 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 the 2010
Texas Cup 3v3 World Soccer Tour event footprint map;
ix. At its cost, provide each player with one premium T-shirt bearing
sponsor logos (as furnished to K1 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 not limited to a Tour
Director for the event.
xiii. Provide volunteers necessary for the event.
3. Fees and Costs
As consideration for the rights and benefits granted herein, and provided that K1 is
in compliance with all terms of this Agreement, City/Host shall pay to K1 the
following:
(a) Rights Fee of Five Thousand and No/100 Dollars ($5,000.00)
Such rights fee shall cover the provision by K1 of the following: all
staffing costs, site costs and associated costs, including but not limited to
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overnight security, dumpsters, trash pickup, first aid, referee/staff
lunches, additional restroom facilities, all permit costs, and the like. The
parties expressly agree that, should K1 request lights for the fields, K1
shall be responsible for payment of $18.00 per hour for use of said lights.
The parties acknowledge that fees for fields are not chargeable to Kl, as
City/Host agrees to waive such field costs.
The rights fee of $5,000.00 shall be due and payable by City/Host to K1
as follows: $2,500.00 shall be due and payable thirty (30) days prior to
the event, and the remaining $2,500.00 shall be paid by City/Host to K1
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.
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 July 18, 2010.
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.
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(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
K1 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 K1 or
City/Host. K1 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.
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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:
Jif
To K 1: Susan Kruizinga, President \
Kl International, LLC
3502 McKamy Oaks Trail
Arlington, Texas 76017
817-557-3301 (Office)
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.
(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 K1 prior to termination or cancellation. In the event that
City/Host has, as of the effective date of termination or cancellation, paid
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K1 more of the Rights Fee than required by this section and this
Agreement, then and in that event K1 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 K1,
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 K1 '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, K1 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) K1 's
intentional or negligent actions or omissions under this Agreement, including but
not limited to trademark infringements based upon City/Host's use of K1 Marks
as approved in accordance with this Agreement, contests, sweepstakes or other
activities conducted by K1 pursuant to this Agreement, and any product
demonstrations or products distributed by K1 pursuant to this Agreement and (ii)
any breach of this Agreement by Kl.
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 K1 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.
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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.
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. 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.
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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 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.
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 on the indicated dates.
Kl International, LLC
By:
Name
Title:
Date: /De 3 f d °1
City of Round Rock, Texas
By:
Name:
TNticrTitle:
Date:
8
1D
For City, Attest:
By:
L
Sara L. White, City Secretary
For City, A0p owed as to rForm:
By:
Step ' L. Sheets, City Attorney
DATE: December 15, 2009
SUBJECT: City Manager — January 8, 2010
ITEM: Agreement for Host Partner Agreement with K1 International, LLC for 2010 Texas
Cup 3v3 World Soccer Tournament.
Department:
Staff Person:
Convention & Visitors Bureau
Nancy Yawn, Director
Justification: The Convention & Visitors was awarded the opportunity to host the 2010
Texas Cup 3v3 World Soccer Tournament. This event supports our tourism industry, as well as
our "Sports Capital of Texas" branding campaign.
Strategic Plan Relevance: Economic Progress
Funding:
Cost: $5,000
Source of funds: Hotel Occupancy Tax
Outside Resources (if applicable):
Public Comment (if applicable):
UPDATED: October 19, 2009
10.19 09
Request for City Council/City Manager Action
City Council Eli City Manager
Submit completed form for all City Manager and City Council approvals.
Department Name: Convention & Visitors Bureau
For 'd' i s •zt cn `1 ONLY
(
Received:
Tag #: CI'\4 ID O 1- CO(
Original Documents Received: h
Project Name: 2010 Texas Cup 3v3 World Soccer Tournament
Contact Person: Kelly Fahrenkrug / Nancy Yawn ContractorNendor: K1 international , LLC
Project Mgr/Resource: Nancy Yawn
Project Coordinator:
Nancy Yawn
Assigned Attorney: 1Kay Gayle
City Council or City Manager Approval Date:
Agenda Wording
Funding Source: Hotel Occupancy Tax Fund
Additional funding Source:
Amount: $5,000
Account Number: 5424-710-30000
1/8/2010
Agreement for Host Partner Agreement with K1 International, LLC for 2010 Texas Cup 3v3 World Soccer Tournament.
Finance Information
Is Funding Required? Yes No
Initial Construction Contract
Construction Contract Amendment
Change Order
=Change in Quantity
Initial Professional Services Agreement
Supplemental Professional Service Agreement
Purchasing/Service Agreement
Purchase Order
Item(s) to be purchased
5
5
Unforeseen Circumstances
Other (Please clearly identify action below)
Host Partner Agreement
Amount
$ 5,000.00
FINANCE
N/A Approved
0
El
as
Finance/CIP
Finance/Acct
Purchasing
Budget
Date
Date
Date
Date
APPROVALS
(to be completed ONLY by Finance)
Final Finance Approval Required
Approved
Finance Director Date
Once approvals have been obtained, please forward the RFA, blue sheet, backup information and originals to City Secretary, Sara White,
ITEMS WILL NOT BE PLACED ON THE COUNCIL AGENDA WITHOUT FINANCE AND LEGAL APPROVAL PRIOR TO SUBMISSION.
Re• uired for Submission of ALB Ci ouncil and Ci Man a• er Items
Project Mgr. Signature
Dept. Director Signature:
*City Attorney Signature>-,
City Manager Signature:
Date:
Date: l�
Date: 1_15r 10
Date: t -$-'0
*City Attorney signature is required for all items.
REVISED 12/15/2009
10 19 09
Request for City Council/City Manager Action
® City Council fID City Manager
Submit completed form for all City Manager and City Council approvals.
Department Name: convention & Visitors Bureau
For Administration Use ONLY
Received:
Tag #:
Original Documents Received:
Project Name: 2010 Texas Cup 3v3 World Soccer Tournament
Contact Person: Kelly Fahrenkrug / Nancy Yawn ContractorNendor: K1 International, LLC
Project Mgr/Resource: Nancy Yawn
Project Coordinator:
Nancy Yawn
Assigned Attomey: JKay Gayle
City Council or City Manager Approval Date:
Agenda Wording
Funding Source: Hotel Occupancy Tax Fund
Additional funding Source:
Amount: 55,000
Account Number: 5424-710-30000
1/8/2010
Agreement for Host Partner Agreement with K1 International, LLC for 2010 Texas Cup 3v3 World Soccer Tournament.
Finance Information
Is Funding Required? Yes
Initial Construction Contract
Construction Contract Amendment
Change Order
Change in Quantity
Initial Professional Services Agreement
Supplemental Professional Service Agreement
Purchasing/Service Agreement
Purchase Order
Item(s) to be purchased
No
a
Unforeseen Circumstances
111
Other (Please clearly identify action below)
Host Partner Agreement
Amount
$ 5,000.00
FINANCE
NIA Approved
E
0 CI
E]
Finance/CIP L Olsen
Finance/Acct E. Wilson
Purchasing EE Bowden
Budget P. Bryan
APPROVALS
(to be completed ONLY by Finance)
Final Finance Approval Required
Date 1/5/2010
Date 12/23/2009
Date 1/5/2010
Date 1/5/2010
Approved
Cheryl Delaney 1/6/2009
Finance Director Date
Once approvals have been obtained, please forward the RFA, blue sheet, backup information and originals to City Secretary, Sara White.
ITEMS WILL NOT BE PLACED ON THE COUNCIL AGENDA WITHOUT FINANCE AND LEGAL APPROVAL PRIOR TO SUBMISSION.
Required for Submission of ALL City Council and City Manager Items
Project Mgr. Signature: Date:
Dept. Director Signature: Date:
*City Attorney Signature: Date:
City Manager Signature: Date:
*City Attorney signature is required for all items.
REVISED 1/6/2010
LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION
Required for Submission of ALL City Council and City Manager Items
Department Name: CVB
Project Mgr/Resource: NANCY YAWN
[1Council Action:
ORDINANCE
Agenda Wording
2010 TEXAS CUP 3v3 WORLD SOCCER
Project Name: TOURNAMENT
ContractorNendor: K1 INTERNATIONAL, LLC
n RESOLUTION
City Manager Approval
CMA Wording
Agreement for Host Partner Agreement with K1 International, LLC for 2010 Texas Cup 3v3 World Soccer Tournament.
Attorney Approval
El'Attorney
Notes/Comments
Date
O:\wdox\SCCInts\0130\0900\M ISC100177386
Updated 6/3/08
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
Mayor
Alan McGraw
Mayor Pro -Tem
Joe Clifford
Councilmembers
Rufus Honeycutt
George White
Carlos T. Salinas
John Moman
Kris Whitfield
City Manager
James R. Nuse, P.E.
City Attorney
Stephan L. Sheets
January 8, 2010
Ms. Susan Kruizinga
Vice President
K1 International, LLC
3502 McKamy Oaks Trail
Arlington, TX 76017
Dear Ms. Kruizinga:
On January 8, 2010 City Manager, Jim Nuse, executed the Host Partnership
Agreement for the 2010 Texas Cup 3v3 World Soccer Tour.
Enclosed for your file, is one fully executed original. If you have any questions,
please do not hesitate to call Nancy Yawn, Director of Convention and Visitor's
Bureau at 512.218.7094.
Regards,
E141wL. ea -ft
Sara L. White
City Secretary
Cc: Nancy Yawn, Director of CVB
Enclosure
CITY OF ROUND ROCK ADMINISTRATION DEPARTMENT, 221 East Main Street • Round Rock, Texas 78664
Phone 512.218.5401 • Fax 512.218.7097 • www.roundrocktexas.gov