CM-11-01-003ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
Item Caption:
Approval Date:
City Manager Approval Summary Sheet
Consider executing a Host Partner Agreement with World Triathlon Corporation for the
2011 IronKids Regional Championship.
January 7, 2011
Department: Convention and Visitors Bureau
Project Manager: Nancy Yawn, Director of CVB
Item Summary:
The Convention and Visitors Bureau bid on and was awarded the opportunity to host the 2011 IronKids Regional
Championship. 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. 6/10/10
HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of the last date of
signing (the "Effective Date") by and between WORLD TRIATHLON CORPORATION
("WTC"), having offices at 2701 North Rocky Point Drive, Suite 1250, Tampa, Florida 33607,
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 2011 IronKids Round Rock (the "Event") at
Old Settlers Park in Round Rock, Texas, on or about June 11 through June 12, 2011.
WHEREAS, WTC warrants that it owns or has the right to license and conduct the
IronKids event(s) delineated herein, and WTC is scheduled to hold an event(s) in the location
and on the dates identified herein,
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, WTC
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 shall receive designation and brand
exposure as such in the following:
i. All IronKids print and electronic media relating to the Event;
ii. One (1) City/Host-supplied article to be distributed as part of the
monthly IronKids newsletter;
iii. Brand placement on the Event race course, including one 150' roll
of snow fencing provided by City/Host;
iv. Direct distribution of Round Rock CVB-specific consumer research
survey through the Event database and on-site at the Event;
v. One (1) expo booth at any IronKids race of City/Host's choice;
vi. One (1) banner ad placement on the Event page;
vii. Ten (10) complimentary entries to the Event;
viii. Advertisement opportunity on NBC's Ironman and Ironman 70.3
television programs at a preferred rate; and
ix. Opportunity to procure sponsorships against the Event with WTC's
prior written approval to cover City/Host's host sponsorship fee to
WTC in the amount of $8,000.00. For any monies received above
and beyond $8,000.00, the distribution of the funds between the
parties will be determined by WTC.
(b) WTC 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. WTC and City/Host
CYV1-c I -ol -003
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.
2. City/Host's Rights and Responsibilities
(a) City/Host shall offer the venue and delineated facilities at Old Settlers
Park, for the fees stated herein, and WTC affirms that its representatives
have personally inspected and acknowledge that said meet its
requirements for race site, athlete check-in, and IronKids Expo, as
follows:
i. Race Site: large, centralized area for swim start and finish,
transition areas, finish line, athlete recovery area, concessions,
parking, merchandise sales and spectator viewing;
ii. Athlete Check-in: area for approximately 500 athletes to be
processed during a day long check-in period;
iii. IronKids Expo: space for 15-25 exhibitor booths, consisting of
10'x10' tents.
(b) City/Host shall provide assistance, as determined to be necessary by
City/Host, in the coordination and communication between various City
of Round Rock departments;
(c) City/Host shall coordinate, as determined to be necessary by City/Host,
with WTC's public relations department regarding marketing, public
relations, and promotions efforts;
(d) City/Host shall provide assistance in coordinating with host hotel(s)
regarding preferred IronKids Round Rock rates and possible comp
rooms; and
(e) City/Host shall permit Event sponsors to showcase and distribute
sponsors' products at the Event.
2. WTC's Rights and Responsibilities
(a) WTC shall have the right to receive and retain, in accordance with
conditions recited herein, all entry fees from the Event. Additionally,
WTC shall have the right to receive and retain food and beverage
concession rights at the venue, provided that WTC require all vendors to
comply with applicable Environmental Health Department
guidelines/permits.
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(b) WTC has sole responsibility for conducting the Event. WTC shall be
responsible for all aspects of production before, during, and after the
Event. WTC shall have responsibility and direct supervision over all
aspects of the media operation, marketing, promotions, branding, facility
decoration, venue appearance, merchandising, licensing, and pre -Event,
Event, and post -Event festivities.
(c) WTC, at its own expense, shall secure the following Event personnel:
i. Event Director
ii. Race Director
iii. Transition Area Director
iv. Race Announcer
v. Swim Course Director
vi. Bike Course Director
vii. Run Course Director
viii. Registration and Finish Line Coordinator
(d) WTC, 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, if necessary, contracting
with an Event referee assignor and paying Event referees;
viii. Provide assistance to City/Host with setup of on-site facilities and
sponsor signage, in general accordance with WTC event footprint
map;
ix. At its own expense, provide each participant with one T-shirt
bearing sponsor logos (as furnished to WTC by City/Host);
x. Provide appropriate types and numbers of awards to participants;
xi. Manage all daily operations and on-site logistics for the entire
Event; and
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xii. 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 activity
areas, scoreboard/scorekeeping areas, information areas, and trash
detail.
xiv. At its own expense, pay for trash pick-up, a 20 -yard dumpster, and
be responsible for removing same.
xv. At its own expense, pay for additional portable toilets, if requested
by City/Host.
xvi. At its own expense, provide, as necessary, parking attendants all
day each day.
xvii. At its own expense, pay for security including overnight security.
xviii. At its own expense, provide four to six (4-6) police officers for
traffic control throughout the bike and run courses, provide a
dedicated ambulance on-site to respond to any emergency transport
needs, and provide an Event medical team including at least two (2)
licensed medical professionals to provide comprehensive care.
(e) WTC, at its own expense, shall secure a Volunteer Coordinator to
supervise the following: a minimum of seventy-five (75) volunteers,
directed by local team captains, to serve under the supervision of the
Volunteer Coordinator. Further, WTC shall have the responsibility for
securing signed waivers from all volunteers releasing the City of Round
Rock from any and all liability arising from injuries or damages incurred
by volunteers.
3. Fees and Costs
(a) City/Host agrees that WTC will be paid during the Term of this
Agreement a host sponsorship fee in the amount of $8,000.00, payable by
Monday, June 13, 2011. WTC hereby acknowledges that all or some of
the host sponsorship fee may be paid directly to WTC from sponsors
secured with the assistance of City/Host.
(b) WTC shall timely pay to City/Host in advance the following: Park
Rental Fee of Three Thousand and No/100 Dollars ($3,000.00); and
Deposit of Three Thousand and No/100 Dollars ($3,000.00).
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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 with input from WTC
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 June 12, 2011.
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.
(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
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be conducted by City/Host, shall be subject to WTC's prior written
approval. City/Host shall submit all such materials to WTC in
mechanical, script or pre -produced form for WTC's approval. WTC shall
notify City/Host of its approval or disapproval within ten (10) business
days of submission of the proposed use; however, should WTC
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 WTC fails to approve or
disapprove of a submission within the prescribed review period,
City/Host agrees to notify WTC of such failure and if WTC fails to
promptly approve such submission, such submission shall be deemed
approved.
(b) WTC shall obtain City/Host's prior written approval regarding any and
all materials produced hereunder which include City/Host's Trademarks,
Service Marks, names or logos (collectively "Host Marks"). WTC shall
submit all such material in mechanical, script or pre -produced form for
City/Host's approval. City/Host agrees to notify WTC 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, WTC 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 WTC is in receipt of City/Host's approval of
marketing materials, WTC may modify such materials to "customize"
them; 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.
8. Use and Ownership of Marks
The term "IronKids," "K -Dot," and associated Marks are owned by WTC. WTC
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
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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. Broadcasts, Telecasts, Videotaping, Photography
Events and activities associated with the Event, including all imagery of the
Event, are the sole property of WTC and may not be reproduced, remarketed or
otherwise distributed or publicly displayed without the permission of WTC.
WTC retains all rights to the television broadcast or cablecast (live or tape -
delay), radio broadcast, Internet broadcast (audio or video), videotaping, filming
and photographing of the event, and may at its sole discretion award any or all of
these rights to third parties of its choosing.
10. Promotions and Special Festivities
WTC shall promote the Event on www.ironkids.com and through its other
marketing channels. Information of the web site will include quick facts about
the Event, maps of the host city, venue and facility information, lodging,
attractions, and community information. WTC may rely on the Round Rock
CVB to provide information directly related to the City. City/Host shall be
permitted to establish an Internet presence to promote the Event on a page within
its existing web site, but must not register a separate domain name for the site.
Permanent links must be provided to www.ironkids.com. Advertising must not
be permitted on the page. Any use of the IronKids name, logo or marks must be
reviewed and pre -approved in writing by WTC. No commercial entity logos may
be used in conjunction with WTC's name unless specifically pre -approved in
writing by WTC.
11. 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 WTC or
City/Host. WTC 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.
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12. Assignment
This Agreement shall be binding on the parties and their respective successors and
assigns. Both parties shall be entitled to assign this Agreement in whole or in
part, and its rights and obligations hereunder, without advance notice, to any
current and future parent, subsidiary or affiliate of such assigning party and to a
business entity in connection with a merger, or sale or contribution of some or all
of its stock or assets. Written confirmation notice of any assignment will be given
by the assigning party to the other party to this Agreement as soon as
commercially reasonable. Otherwise, all rights and obligations are not assignable
without prior written consent of the other party.
13. 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 or via
overnight courier to the following:
To WTC:
Lisa Herbst
General Counsel
World Triathlon Corporation
2701 North Rocky Point Drive, Suite 1250
Tampa, FL 33607
813-868-5937 (Phone)
813-868-5930 (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.
14. 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.
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(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.
15. Indemnification
To the extent allowed by law, City/Host hereby agree to hold harmless WTC,
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 and (ii) any breach of this Agreement by
City/Host.
To the extent allowed by law, WTC 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) WTC's
intentional or negligent actions or omissions under this Agreement, including but
not limited to trademark and (ii) any breach of this Agreement by WTC.
Each party will promptly notify the other of any claim. The terms, provisions and
conditions of this Section 15 shall survive the expiration or earlier termination of
this Agreement.
16. Entire Agreement
This Agreement constitutes the entire agreement between City/Host and WTC
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.
17. 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.
18. Confidentiality
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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, Freedom of
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.
19. Execution
This Agreement may be executed in counterparts and shall be deemed executed
and binding upon signature by both parties hereof.
20. 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. If a dispute, claim or
controversy, including but not limited to all questions regarding issues of
jurisdiction, the existence, scope, validity, performance, interpretation,
termination, as well as entitlement to and amount of attorney's fees and cost to
prevailing party, with the exception of claims for injunctive and/or other equitable
relief for intellectual property violations, unfair competition and/or the use and/or
unauthorized disclosure of trade secrets or confidential information ("Dispute")
arises out of, relates to, or is in connection with this Agreement, an amendment
thereto or the breach thereof, and if the Dispute cannot be settled through direct
discussions between the parties, the parties agree first to try in good faith to settle
the Dispute by mediation administered by the American Arbitration Association
("AAA") under its then current Commercial Mediation Rules before resorting to
arbitration. An AAA mediator acceptable to both parties knowledgeable in the
field and commercial matters shall conduct the mediation. Any Dispute arising
out of, relating to or in connection with this Agreement, an amendment thereto or
the breach thereof, that cannot be settled through negotiation or mediation within
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a,
sixty (60) days after a request by either party for mediation shall be determined by
arbitration as the sole remedy as to all matters in Dispute, administered by the
AAA in accordance with applicable the Arbitration Rules. AAA arbitrator(s)
acceptable to both parties knowledgeable in the field and commercial matters
shall conduct the arbitration. Judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. Any provisions of this
agreement not found to be in compliance with applicable law may be waived
without effect to the agreement to arbitrate. Notwithstanding the foregoing, in the
event of breach by a party of its obligations hereunder, the non -breaching party
may seek injunctive or other equitable relief.
21. Insurance. City/Host and WTC shall, throughout the Term of this Agreement,
obtain and maintain its own comprehensive general liability insurance for the
Event from a reputable insurance company for, without limitation, any and all
claims of bodily injury, death, property damage, and advertising liability, and any
and all litigation, arbitration and settlement costs, related to any claims for or by
any Event participants, volunteers, referees, officials, scorekeepers, spectators,
sponsors and staff with a minimum combined single limit equal to but not less
than one million dollars ($1,000,000.00 USD) per occurrence for any one incident
or accident, and two million dollars ($2,000,000.00 USD) aggregate. The parties
agree to have the other party named as an additional insured in connection with
each Event. Certificates evidencing the foregoing required insurance must be
provided, upon request, to the other Party.
22. 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.
23. 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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24. 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.
25. 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.
26. 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.
World T : thl i Co �I o;;on (WTC)
By:
Date:
chelle Payette
irector, IronKids
City of Rou
By: ,
Name:
Title:
Date:
Texas
C/IJ EMERS, CPA-
Acf' n (.'1 i'y il/lana.g e r-
'�'i�al1
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For City, Attest:
By:
Sara L. White, City Secretary
For City, Approved as to F rm:
By:
tephan L. Bets, City Attorney
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