CM-2017-1326 - 2/17/2017HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective mate") by and between PINNACLE SPORTS PRODUCTIONS, L.L.P. ("PSP"), a
Utah limited liability partnership having offices at 385 W. Brigham Road, #25, St. George UT
84790, 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 30 LIVE SUMMER TEAXS
CHAMPIONSHIPS (the "Tour") in Round Rock, Texas, on or about July 29 through July 30,
2017.
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, PSP
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 30 Live Summer Texas Championships.
(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 30 Live Summer Texas Championships.
(c) City/Host acknowledges that PSP has granted and/or may grant to other
National Corporate Sponsors, National Partners, or Licensees the use of
the Tour Marks (defined herein as PSP's trademarks, trade names, service
marks and logos) in the promotion of PSP's goods or services. Said
licensing and merchandising relationships shall be on a local, regional,
and national basis.
(d) PSP 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. PSP 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. PSP's Rights and Responsibilities
(a) PSP 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 30 Live Summer Texas Championships.
(b) PSP shall obtain and maintain in full force and effect a general liability
insurance policy covering the Round Rock stop of the 30 Live Summer
Texas Championships, 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. PSP shall, upon the direction of
City/Host, include City and designated sponsors as additional insured's
on such insurance policy at no additional cost or charge to City/Host.
(c) PSP, at its own expense, shall have the sole responsibility for
establishing, organizing, and operating the Round Rock stop of the 30
Live Summer Texas Championships, 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 PSP
event footprint map;
ix. At its cost, provide each player with one premium T-shirt bearing
sponsor logos (as furnished to PSP 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;
xii. Provide professional event staff, including but not limited to a
Tour Director for the event; and
xiii. Provide for overnight security, parking attendants, trash pick-up,
first aid, referee/staff lunches, and should PSP request lights for
the Gelds, PSP shall be responsible for payment of $25.00 per
hour for use of said lights.
3. Dees and Costs
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As consideration for the rights and benefits granted herein, and provided that PSP
is in compliance with all terms of this Agreement, City/Host shall pay to PSP the
following:
(a) Rights Fee of Six Thousand Eight Hundred Forty and No/100 Dollars
($6,840). Such rights fee shall assist in covering PSP event costs,
specifically venue rental costs as set forth herein. The rights fee of
$6,840 shall be due and payable by City/Host to PSP upon execution of
this Agreement and shall be used by PSP as follows:
(i) Upon receipt of the rights fee from City/Host, PSP shall use the
rights fee to pay the deposit amount required by the venue to
secure the venue for the Event. In the event the deposit has already
been paid by PSP prior to the execution of this Agreement, the
rights fee shall be used toward the remaining costs of the venue
rental.
(ii) In the event PSP pays the deposit for the venue rental and there are
remaining monies available from the rights fee, those remaining
monies shall be used towards the remaining costs of the venue
rental.
(iii) Within fifteen (15) days of the execution date of this Agreement,
PSP shall provide City/Host (attn. Chad McKenzie, Director of
Round Rock Sports Facilities and Tourism) verification that the
deposit for the venue has been paid. Verification that the venue
costs have been paid in full shall be provided to the City/Host
(attn. Chad McKenzie, Director of Round Rock Sports Facilities
and TOUrism) within three (3) days of full payment of the venue
rental.
(iv) Failure to provide verification to City/Host as required in
subsection (iii) above shall be considered a material breach of this
Agreement and City/Host shall at its sole discretion seek any and
all remedies available under Texas Law.
(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 to be distributed on-site.
City/Flost shall endeavor to ensure that all City/Host advertising and
promotion complies with all applicable laws, rules and regulations.
4, Inclement Weather
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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
Sports Facilities and Tourism 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 30, 2017.
6e 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 terrns 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 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
PSP and City/Host hereby agree 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 tinder 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,
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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 PSP or
City/1-lost. PSP 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. Assianrnent
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.
10. Notice
Whenever notice is required to be given by either party to the other hereunder, it
shall be sent by certified U.S. mail with receipt confirmed to the following:
To PSP: President
Pinnacle Sports Productions, LLP
385 W. Brigham Rd., #25
St. George, Utah 84790
801-915-3333 (Office)
309-408-4568(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.
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
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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 ten-ninate 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 of obligations to perform up to effective date of
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 PSP prior to termination or cancellation. in the event that
City/Host has, as of the effective date of termination or cancellation, paid
PSP more of the Rights Fee than required by this section and this
Agreement, then and in that event ASP shall be obligated to promptly
refund the full difference to City/Host.
12. Indemnification
To the extent allowed by law, City/Host hereby agrees to hold harmless PSP,
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 PSP'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, PSP hereby agrees 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) PSP's
intentional or negligent actions or omissions under this Agreement, including but
not limited to trademark infringements based upon City/Host's use of PSP Marks
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as approved in accordance with this Agreement, contests, sweepstakes or other
activities conducted by PSP pursuant to this Agreement, and any product
demonstrations or products distributed by PSP pursuant to this Agreement and (ii)
any breach of this Agreement by PSP.
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.
13. Entire Agreement
This Agreement constitutes the entire agreement between City/Host and PSP 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.
15. Confidentialitd,
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 and other
related statutes.
Notwithstanding the foreooing, 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 counterparts and shall be deemed executed
and binding upon signature by both parties hereof.
17. Governing Law
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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
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.
2L 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.
M.
IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the date or
dates indicated below.
Pinnacle Sports Productions, LLP
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City of Round Rock, Texas
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City of Round Rock
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Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Host Partner Agreement with Pinnacle Sports
Productions, LLC for the 3v3 Live Summer Texas Championships.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 2/17/2017
Dept Director: Chad McKenzie, Director
Cost: $6,840.00
Indexes:
Attachments: LAF-2017 3v3 Live Summer, Contract -2017 3v3v Live Summer
Department: Sports Management and Tourism
Text of Legislative File CM -2017-1326
Consider authorizing a Host Partner Agreement with Pinnacle Sports Productions, LLC
for the 3v3 Live Summer Texas Championships.
Contract approval request for SM&T to host the 30 Live Summer Texas
Championships July 29-30, 2017.
Cost: $6,840.00
Source of Funds: Hotel Occupancy Tax Fund
City of Round Rock Page 1 Printed on 211612017