CM-11-02-040ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
Item Caption:
City Manager Approval Summary Sheet
Outlaw Trail Sponsor Agreement
Approval Date: February 18, 2011
Department: PARD
Project Manager: Cath Martel, Athletics/Aquatics Manager
Item Summary:
Consider executing a Sponsor Agreement with Bicycle Sport Shop, Inc. for the Outlaw Trail 100 event.
Strategic Plan Relevance: 36.0 Develop recreation and library program options that respond to growing diversity
of residents and visitor interests.
Cost: n/a
Source of Funds: n/a
REV. 6/10/10
BICYCLE
AUSTIN TEXAS
41141*
2011 Bicycle Sports Shop —Outlaw Trail 100 Sponsor Agreement
Overview:
This sponsor agreement by and between Outla
the date of execution below, to provide value -in -
10/8/2011
Purpose of the Agreement:
M3
100 and Bicycle Sport Shop is entered into, as of
d support for the Outlaw trial 100 event on
The parties desire to establish a voluntary relationship whereby Round Rock Parks and Recreation and
BSS will closely cooperate to provide benefits identified below to the Event in exchange for public
recognition and other benefits for Bicycle Sport Shop's contribution to Outlaw TO 100
BSS will fulfill the following obligations to Outlaw Trail 100 leading up to and on-site at Old Settlers Park
Mechanical Support
• Provide two total mechanical support members on 10/8/2011
• Bicycle Sport Shop will be available up to 3:00 After that time any rider that has a
mechanical issue they cannot fix will need to be sagged in
Round Rock Parks and Recreation will fulfill the following obligations to BSS leading up to and on-site
Marketing
BSS logo on all official event collateral that includes but not limited to:
• Website
• Packet insert- BSS to provide
• Event Signage — BSS to provide
PRIOR APPROVAL REQUIRED
All uses by either party of the other party's trademarks, logotypes, copyrighted materials and links to
websites must be submitted to and approved by the other party to their use, with such approval not to
be unreasonably withheld. Failure to seek and receive prior approval will be grounds for immediate
termination of this Agreement, and such termination right will not constitute a waiver of any other
rights available to a party as a result thereof. The BSS logo is property of Bicycle Sport Shop, Inc.
0,M -ll-o2-040
NO PUBLICITY WITHOUT CONSENT
Neither party will issue or permit issuance of any press release regarding the other party or this
Agreement without prior coordination with and approval by the other party.
REPRESENTATIONS AND WARRANTIES
Each party to this Agreement represents and warrants to the other that: (a) such party has the
necessary right, power and authority to enter into this Agreement and to perform the acts required of it
hereunder; (b) the performance of its obligations hereunder do not and will not violate any agreement
by which such party is bound; (c) it has (and will have throughout the Term) all necessary rights in and to
all copyrights, trademarks and logotypes for all uses as contemplated hereunder and such uses will not
infringe on the rights of any third party. Each party hereunder represents and warrants that it has in
effect commercial general liability insurance with minimum aggregate limits of $5,000,000, and without
delay shall name the other as an additional insured under such policy or policies.
MUTUAL INDEMNIFICATION
Each party hereby agrees to indemnify and hold harmless the other party, including its parent and
affiliated companies and their respected officers, agents, directors, employees and authorized
representatives from and against any costs, losses, liabilities and expenses, including reasonable
attorney's fees that they may suffer, incur or be
subjected to by reason of any legal action, arbitration or other claim by a third party arising out of or as
a result of a breach of the indemnifying party's Representatives and Warranties, the operations of the
indemnifying party or any of its other obligations under this Agreement.
GENERAL COSTS
Unless otherwise agreed in writing, each part shall be responsible for all costs and expenses incurred in
connection with the performance of its obligations under this Agreement.
RELATIONSHIP OF PARTIES
This Agreement does not create a joint venture, partnership or principal/agent relationship between the
parties, nor imposes upon either party any obligations for any losses, debts or other obligations incurred
by the other party except as expressly set forth herein.
ENTIRE AGREEMENT
This Agreement states the entire agreement between the parties with respect to its subject matter and
supersedes any prior oral or written agreements. This Agreement may not be amended except in writing
signed by both parties.
DISPUTE RESOLUTION
The parties will assume good faith as a general principal for resolving any conflicts that may arise under
this Agreement. Both parties agree to use all reasonable efforts to resolve all matters informally. In the
event that informal channels do not produce a mutually agreeable solution, a party to this agreement
shall notify the other in writing their intent to immediately terminate the Agreement, unless specific
•
corrective action is taken within five (5) business days. Any inadvertent failure by either party to fulfill
its obligations hereunder shall not be deemed actionable beyond the right to terminate this Agreement.
CONFIDENTIALITY
The terms and conditions of this Agreement shall be confidential. All information relating to this
Agreement shall remain private except as reasonably necessary to disclose in the ordinary course of
business.
EXECUTION OF AGREEMENT
This Agreement and its terms will become effective when signed by both parties and will continue
through DEC.1, 2011. The undersigned as duly authorized representatives of their respective party
hereby executes this Agreement by setting forth their respective signatures below.
For BICYCLE SPORT SHOP
Signature Date
Printed Name Title
2 . I
For THE
F ROUND ROCK
Signature Date
2f1/2oLi
Printed Name Title
PLEASE RETURN SIGNED AGREEMENT TO:
Via Email:
Jodie_e@bicyclesportshop.com