CM-10-07-141HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date") by and between BLUE DIAMOND TOURNAMENTS ("Blue Diamond"),
having offices at 2347 Beckwood Trail, Round Rock, Texas 78665, 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 the "Official
Host City Partner" of the 2010 Super Series Baseball World Series (the "Event") in Round
Rock, Texas, on or about July 9 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, Blue
Diamond and City/Host agree as follows:
1. Designation and Rights as the Official Host City Partner
(a) City/Host shall be designated as the exclusive "Official Host City
Partner" as part of the Event, and receive designation as such in all print
collateral, print and TV media, verbal mention in on -air radio spots, and
website inclusion. Blue Diamond represents and warrants that it has the
right to grant to City/Host the right to use such designations.
(b) Blue Diamond 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. Blue
Diamond 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. Blue Diamond's Rights and Responsibilities
(a) Blue Diamond shall have the right to receive and retain, in accordance
with conditions recited herein, all team entry fees from the Event.
(b) Blue Diamond 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. Blue Diamond shall, upon
the direction of City/Host, include City and designated sponsors as
additional insureds on such insurance policy.
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(c) Blue Diamond, 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. Design and print event registration forms;
ii. Manage online registration function, and website;
iii. Provide assistance to City/Host in design of Host 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. Manage mailings to prospective participants;
vi. 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 an
Event referee/officials assignor and paying Event referees/officials;
viii. Provide assistance to City/Host with setup of on-site Host Village
facilities and sponsor signage, in general accordance with Blue
Diamond event footprint map;
ix. At its cost, provide each player with one premium T-shirt bearing
sponsor logos (as furnished to Blue Diamond by City/Host);
x. Provide awards to each player on each first place team, and to each
player on each second place team;
xi. Manage all daily operations and on-site logistics for the entire
Event;
xi i. Provide professional Event staff, including but limited to an Event
Director for the Event;
xiii. Contract with a volunteer and/or paid workforce to staff the
scoreboard area, information area, and trash detail;
xiv. At its cost, pay for trash pick-up, a 20 -yard dumpster, and be
responsible for removing same;
xv. At its cost, pay for additional portable toilets, if requested by
City/Host;
xvi. At its cost, provide ten (10) parking attendants all day each day; and
xvii. At its cost, pay for overnight security.
3. Fees and Costs
As consideration for the rights and benefits granted herein, and provided that Blue
Diamond is in compliance with all terms of this Agreement, City/Host shall pay to
Blue Diamond the following:
(a) Rights Fee of Five Thousand and No/100 Dollars ($5,000.00)
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Such rights fee shall cover the provision by Blue Diamond of all of the
above -delineated site costs and associated costs. The parties expressly
agree that, should Blue Diamond request lights for the fields, Blue
Diamond shall be responsible for payment of $18.00 per hour for use of
said lights.
The rights fee of $5,000.00 shall be due and payable by City/Host to Blue
Diamond as follows: $5,000.00 shall be due and payable prior to the
event.
4. Inclement Weather
The Event is designated "Rain or Shine" and 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 or about 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.
(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 other governmental authority or agency, or any other individual or
entity, is required in connection herewith.
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(d) It has the right and title to use and grant the right for others to use its
respective Marks, as provided herein.
(e) Each of the foregoing representations, warranties and covenants shall be
true at all times during the term hereof
7. Marks and Advertising Approval
(a)
All proposed uses of the Event Marks, Host Marks, and Sponsor Logos in
connection with the sponsorship benefits hereunder, and all promotions to
be conducted by City/Host, shall be subject to Blue Diamond's prior
written approval, such approval not to be unreasonably withheld.
City/Host shall submit all such materials to Blue Diamond in mechanical,
script or pre -produced form for Blue Diamond's approval. Blue
Diamond shall notify City/Host of its approval or disapproval within ten
(10) business days of submission of the proposed use; however, should
Blue Diamond substantially amend or modify the submission, the revised
submission shall be deemed a new submission to which a new ten (10)
business day period shall be applicable. In the event that Blue Diamond
fails to approve or disapprove of a submission within the prescribed
review period, City/Host agrees to notify Blue Diamond of such failure
and if Blue Diamond fails to promptly approve such submission, such
submission shall be deemed approved.
(b) Blue Diamond shall obtain City/Host's prior written approval, which
approval shall not be unreasonably withheld, regarding any and all
materials produced hereunder which include City/Host's Trademarks,
Service Marks, names or logos (collectively "Host Marks"). Blue
Diamond shall submit all such material in mechanical, script or pre -
produced form for City/Host's approval. City/Host agrees to notify Blue
Diamond of its approval or disapproval within ten (10) business days of
submission of the proposed use; however, should City/Host substantially
amend or modify the submission, the revised submission shall be deemed
a new submission to which a new ten (10) business day period shall be
applicable. In the event that City/Host fails to approve or disapprove of a
submission within the prescribed review period, Blue Diamond agrees to
notify City/Host of such failure and if City/Host fails to promptly approve
such submission, such submission shall be deemed approved.
(c) The parties agree that, after Blue Diamond is in receipt of City/Host's
approval of marketing materials, Blue Diamond inay modify such
materials to "customize" thein; provided, however, that the use of the
Host Marks and the marketing materials may not be materially altered in
each case without the prior written approval of City/Host in accordance
with this Section 7.
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S. Use and Ownership of Marks
The term "Super Series Baseball World Series" and its associated Marks are
owned by Blue Diamond. Blue Diamond and City/Host hereby agrees to use the
Marks of the other only as set forth herein and only for the stated 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 Event Mark or City/Host
Mark. Accordingly, in the event of any unauthorized use of any Event 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.
9. 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 Blue
Diamond or City/Host. Blue Diamond 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.
10. 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.
11. 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:
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To BLUE DIAMOND: Rick Stevens
2347 Beckwood Trail
Round Rock, TX 78665
512-225-4000
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.
12. 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 Blue Diamond prior to termination or cancellation. In the
event that City/Host has, as of the effective date of termination or
cancellation, paid Blue Diamond more of the Rights Fee than required by
this section and this Agreement, then and in that event Blue Diamond
shall be obligated to promptly refund the full difference to City/Host.
13. Indemnification
To the extent allowed by law, City/Host hereby agree to hold harmless Blue
Diamond, and its affiliates and subsidiaries, and the agents, representatives,
officers, directors, employees and shareholders of the foregoing, from and against
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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 Blue Diamond'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, Blue Diamond hereby agree to hold harmless
City/Most, 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) Blue
Diamond's intentional or negligent actions or omissions under this Agreement,
including but not limited to trademark infringements based upon City/Host's use
of Blue Diamond Marks as approved in accordance with this Agreement,
contests, sweepstakes or other activities conducted by Blue Diamond pursuant to
this Agreement, and any product demonstrations or products distributed by Blue
Diamond pursuant to this Agreement and (ii) any breach of this Agreement by
Blue Diamond.
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.
14. Entire Agreement
This Agreement constitutes the entire agreement between City/Host and Blue
Diamond 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.
15. 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.
16. Confidentiality
The parties hereto expressly acknowledge that City/1-lost is a Texas municipality
and, as such, is subject to and will obey the Texas Open Records Act, Freedom of
Information Act, and other related statutes.
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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.
17. Execution
This Agreement may be executed in counterparts and shall be deemed executed
and binding upon signature by both parties hereof.
18. 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.
19. 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.
20. 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.
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21. 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.
22. 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.
23. 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 execute this Agreement as of the below date.
Blue Diamond Tournaments
By:
Name:
Title:
Date:
City of Round Rock, Texas
By: �
Name: �i.' i eS12. (\la e,
Title: ` YVV:k c&a
Date: J 1-1-10
For City, Attest:
By:
?Rik— 1/
Sara L. White, City Secretary
For City, Ap
By:
ro
ed asoFo
Stephan ' . Sheets, City Attorney
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ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
City Manager Approval Summary Sheet
Consider executing a Host Partner Agreement with Blue Diamond Tournaments for the
Item Caption: 2010 Super Series Baseball World Series Tournament.
Approval Date: July 9, 2010
Department: Convention and Visitors Bureau
Project Manager: Nancy Yawn
Item Summary:
The Convention and Visitors Bureau bid on and was awarded the opportunity to host the Super Series Baseball
World Series Tournament. This event supports our tourism industry, as well as our "Sports Capital of Texas"
branding campaign.
Strategic Plan Relevance:
11.0 Maintain and enhance efforts to align and partner with key groups that bring value to the City.
Cost: $5,000.00
Source of Funds: Hotel Occupancy Tax
REV. 3/8/10