CM-2015-716 - 3/13/2015City of Round Rock
eTe:°ows aorx Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Host Partner Agreement with Regions Archery, Inc.
in conjunction with the Round rock stop of the Regions Archery Bow
hunters Pro/Am Tour.
Type: City Manager Item
Governing Body:
City Manager Approval
Agenda Date:
3/132015
Dept Director:
Nancy Yawn, Director
Cost:
$4,000.00
Indexes:
Attachments:
Agreement - Regions.pdf
Department:
Convention and Visitors Bureau
Text of Legislative File CM -2015-716
Consider authorizing a Host Panner Agreement with Regions Archery, Inc. in conjunction with the Round rock
stop of the Regions Archery Bow hunters Pro/Am Tour to be held in March 2015.
Staff re=nnends approval
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CITY OF ROUND ROCK
,lICONTRACT MANAGEMENT SECTION
CONTRACT APPROVAL FORM FOR CITY MANAGER ACTION
Required for Submission of Specific City Manager Items
Department Name: CVB Project Name: Host Panner Agreement
PmjeCt Mgr/ReSourrR: Nancy Vawn ContractorNendor: Regions Ahi Inc.
x�City Manager Approval
CMA Wording
Consider authorizing a Host Partner AgreementvAth Regions Archery, Inc. in conjunction with the Round Rock stop of the
Regions Archery Bow hunters Pro/Ann Tour.
Approval
Employee
EE Bowden Date March 9, 2015
HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date') by and between REGIONS ARCHERY, INC. ("Regions Archery"), having
offices at P.O. Box 5040, Hudson, Florida, 34674, and the CITY OF ROUND ROCK, TEXAS
(the "City/Host'j, 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
Regions Archery Bowhunters Pro/Am Tour in Round Rock, Texas, on or about March 27
through March 28, 2015.
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,
Regions Archery and City/Host agree as follows:
1. Desianation and Riahts as Official Host Partner
(a) City/Host shall be designated as an "Official Host Panner" as part of the
Round Rock stop of the Regions Archery Bowhunters Pro/Am 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 Regions Archery Bowhunters Pro/Am Tour.
(c) City/Host acknowledges that Regions Archery has granted and/or may
grant to other National Corporate Sponsors, National Partners, or
Licensees the use of the Tour Marks (defined herein as Regions Archery
trademarks, trade names, service marks and logos) in the promotion of
Region Archery's goods or services. Said licensing and merchandising
relationships shall be on a local, regional, and national basis.
(d) Regions Archery 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. Regions
Archery 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. Region Archery's Riehts and Responsibilities
(a) Regions Archery 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 Regions Archery Bowhunters Pro/Am Tour.
(b) Regions Archery shall obtain and maintain in full force and effect a
general liability insurance policy covering the Round Rock stop of the
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Regions Archery Bowhunters Pro/Am Tour, 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. Regions Archery 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) Regions Archery, at its own expense, shall have the sole responsibility for
establishing, organizing, and operating the Round Rock stop of the
Regions Archery Bowhunters Pro/Am Tour, including but not limited to
performing the following functions:
i. Provide two (2) pages in the Regions Archery Tour Guide to
feature a directional map, hotel listing, and local information;
ii. Website display of the Round Rock stop of the Regions Archery
Bowhunters Pro/Am Tour;
iii. A password to the Regions Archery Website for City/Host to post
information to help promote the event;
iv. Facebook and Archery Talk advertising and promotion of the
event, particularly the month prior to the event;
V. Advertising in the US Archer Magazine with the schedule and
press releases after the event along with photos;
vi. Provide all equipment, materials, supplies, goods, and services
necessary for event competition, including all "Competition'
systems and equipment: 3-D targets, practice range targets,
shooting stakes, water coolers, P.A. system, 2 -Way radio
communication systems, scoring system, including computers and
score cards and on-site signage;
vii. Provide a Tournament Director and Staff including one Regions
Range Official for each pair of ranges, along with appropriate
Regions support and scoring personnel; and
viii. Manage all daily operations and on-site logistics, including
security if needed, for the entire event.
3. Fees and Costs
As consideration for the rights and benefits granted herein, and provided that
Regions Archery is in compliance with all terms of this Agreement, City/Host shall
pay to Regions Archery the following:
(a) RightsFee of Four Thousand and No/100 Dollars ($4,000.00)
Such rights fee shall cover the provision by Regions Archery for the
following: staffing costs; equipment rental costs; and associated costs,
including but not limited to overnight security, dumpsters, first aid,
additional restroom facilities, and the like.
The rights fee of $4,000.00 shall be due and payable by City/Host to
Regions Archery as follows: $2,000.00 shall be due and payable thirty
(30) days prior to the event, and the remaining $2,000.00 shall be paid by
City/Host to Regions Archery 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 March 28, 2015.
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 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
Regions Archery 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
Rather 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 Regions
Archery or City/Host. Regions Archery 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.
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:
To Regions Archery: Richard Pintcke, President
Regions Archery, Inc.
P.O. Box 5040
Hudson, Florida 34674
859-582-8661 (Office)
To City/Host: 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 porion of its Rights Fee based on those
benefits actually determined by City/Host to have been provided to
City/Host by Regions Archery prior to termination or cancellation. In the
event that City/Host has, as of the effective date of termination or
cancellation, paid
Regions Archery more of the Rights Fee than required by this section and
this Agreement, then and in that event Regions Archery 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 hamdess Regions
Archery, 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 Region Archery'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, Regions Archery 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) Regions Archery
intentional or negligent actions or omissions under this Agreement, including but
not limited to trademark infringements based upon City/Host's use of Regions
Archery Marks as approved in accordance with this Agreement, contests,
sweepstakes or other activities conducted by Regions Archery pursuant to this
Agreement, and any product demonstrations or products distributed by Regions
Archery pursuant to this Agreement, and (ii) any breach of this Agreement by
Regions Archery.
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 Aareement
This Agreement constitutes the entire agreement between City/Host and Regions
Archery 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.
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 He 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.
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 Maieure
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.
(Signatures appear on the following page)
Regions Archery, Inc.
By
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Name tl nzh�a_
Title: rzgc
Date: I S'
City of Roxnd Rock, Texas
By: /
Name: l nwa I Fknals
Title: Cit: i AAOX04",
Date: /$r1
For City, A�ttteest,:,
By: Z]f/Y
Sara L. White, City Clerk
For City, A ved fs toform:
By: 1
Step L. Sheets, City Attorney