CM-2018-1999 - 12/20/2018CITY OF ROUND ROCK
SPORTS CENTER
REVENUE SHARING AGREEMENT
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT is entered into on -�� 2018, by the City of
Round Rock, Williamson County, State of Texas, a home -rule municipal corporation (the "City"),
located at 221 E Main St, Round Rock, Texas 78664, and the undersigned authorized agent of
Lonestar Soccer Club, located at 12325 H meadow Dr # 1-200 Austin TX 78750.
WHEREAS, the City owns, operates and leases the Round Rock Sports Center ("RRSC"),
located at 2400 Chisholm Trail Drive, Round Rock, Texas, for various sports and recreational
events and activities; an
WHEREAS, Lonestar Soccer Club delivers to facilities sports and fitness training
programs; and
WHEREAS, the City wishes to hold futsal tournaments at its facility; and
WHEREAS, the parties desire to enter into a revenue sharing agreement for futsal
tournaments at the RRSC based upon the terms set forth below;
NOW THEREFORE, in consideration of the terms, conditions and covenants herein
contained, the parties agree as follows:
SECTION I. INCORPORATION OF RECITALS
The recitals set forth above ore true and correct and incorporated into this Agreement.
SECTION 2. EFFECTIVE; TERM
1. The term of this Agreement shall commence on January 1, 2019 and continue
through December 31_, 2019 ("Expiration Date").
2. The parties may agree in writing, subject to the approval of the City's authorized
agent, to extend the Agreement prior to the Expiration Date of the initial term or any subsequent
extended term.
SECTION 3. TERMS AND CONDITIONS
1. The City, through the RRSC, shall at its sole expense:
(i) Manage the registration process, specifically, the enrollment, all
communications between RRSC and participants, domestic payment
processing and the management of staff contracts.
(ii) Manage the scheduling of all tournament games.
(iii) Promote and market the tournaments through the RRSC, social Media,
RRSC website, and email lists.
(iv) Provide courts, team benches, and scoreboards for the tournaments.
(v) Provide awards for tournament winners.
(vi) Maintain insurance coverage for participants.
2. Lonestar Soccer Club shall at its sole expense:
(i) Provide referees for the tournaments.
(it) Provide tournament sanctioning through a US Soccer -affiliated
organization.
(iii) Promote tournaments through Lonestar Soccer Club outlets (email lists,
social media, flyers).
(iv) Provide a staff member to assist with tournament operations.
3. All revenue generated from the operation of any futsal tournaments at the RRSC
shall be shared between the parties. All revenue shall be paid directly to the City. The City shall
account for all revenue, subtract all agreed upon costs, and shall distribute to Lonestar Soccer
Club fourty percent (40%) of the net proceeds generated in a timely manner.
4. All costs incurred in the operation of futsal tournaments shall be shared equally
between the parties. All costs in addition to costs specifically referenced in this Agreement, shall
be mutually agreed upon by the parties prior to any expenditures.
SECTION 4. INDEMNIFICATION
Each party shall indemnify, and hold the other party harmless from and against all suits,
actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any
and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of
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the other party. Nothing herein shall be deemed to limit the rights of the parties (including but
not limited to the right to seek contribution) against any third party who may be liable for an
indemnified claim.
SECTION S. TERMINATION
A. Termination for Convenience. The parties shall have the right to terminate this
Agreement, for convenience and without cause, within ninety (90) days written notice to the non -
terminating party.
B. Termination for Default. If any party breaches any of the terms and conditions
of this Agreement and fails to rectify such default in accordance with a written notice from a
non -defaulting party within ten (10) days after the date of such notice (or a longer period if all
parties agree to same in writing), a non -defaulting party may terminate this Agreement at any
time thereafter.
SECTION 6. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Lonestar Soccer Club its agents, and employees shall use best efforts to comply with all
applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
SECTION 7. FORCE MAJEURE
A. Force Majeure. The failure of the City to perform its obligations under this
Agreement shall be excused to the extent, and for the period of time, such failure is caused by the
occurrence of an event of Force Majeure. Force Majeure shall mean acts and events not within
the City's control, and which the City has been unable by the exercise of due diligence to avoid
or prevent. Events of Force Majeure include, without limitation: Acts of God; strikes, lockouts,
or other industrial disputes; inability to obtain material, equipment or Iabor; epidemics, civil
disturbances, acts of domestic or foreign terrorism, wars within the continental United States,
riots or insurrections; landslides, lightning, earthquakes, fires, storms, floods or washouts; arrests
and restraint of rulers and people; interruptions by government or court orders; declarations of
emergencies by applicable Federal, State, or local authorities; present or future orders of any
regulatory body having proper jurisdiction and authority; explosions; and breakage or accident to
machinery.
B. Notice. The City shall give Lonestar Soccer Club prompt notice of the event of
Force Majeure by electronic mail, facsimile transmission, or telephone confirmed promptly
thereafter in writing, and shall use due diligence to remedy the event of Force Majeure, as soon
as reasonably possible; provided, however that nothing contained herein shall be construed to
require a party to settle a strike or other labor dispute against its will.
C. Termination. if performance of the terms of this Agreement is prevented in
whole or in material part by an event of Force Majeure, the City may terminate this Agreement
upon written notice.
SECTION 8. APPLICABLE LAW; ENFORCEMENT AND VENUE
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 the courts of Williamson County, Texas. These
Terms of Use shall be governed by and construed in accordance with the laws and court
decisions of the State of Texas.
SECTION 9. DISPUTE RESOLUTION
Lonestar Soccer Club hereby expressly agree that no claims or disputes between Lone tar
Soccer Club and the City arising out of or relating to this Agreement or a breach thereof shall be
decided by any arbitration proceeding, including without limitation, any proceeding under the
Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
SECTION 10. SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void
SECTION 11. ASSIGNMENT AND DELEGATION
Lonestar Soccer Club hereby binds itself, its successors, assigns and legal representatives
with respect to this Agreement. License shall not assign, sublet or transfer any interest or rights
under this Agreement without prior written authorization of the City.
SECTION 12. NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows: (1) when delivered personally to Lonestar
Soccer Club or Lonestar_Soceer Club's agent; (2) three (3) days after being deposited in the
United States mail, with postage prepaid to Lonestar Soccer Club at the address provided to the
City; (3) notice to the City shall be considered given when delivered personally to the addresses
below, or three (3) days after being deposited in the United States mail, with postage prepaid to
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the addresses below.
Laurie Hadley, City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of the City and Lonestar Soccer Club.
SECTION 13. NON -WAIVER
The City's acceptance of revenue or charges, or failure to complain of any action, non-
action or default of Lonestar Soccer Club, whether singular or repetitive, shall not constitute a
waiver of any of the City's rights unless the City expressly agrees in a separate written
instrument supported by independent consideration. The City's waiver of any right, or any
default of Lonestar Soccer Club shall not constitute a waiver of any other right or constitute a
waiver of any other default or any subsequent default. No act or omission by the GM or the
City's agents shall be deemed an acceptance or surrender of the RRSC. The City's agents and
representatives do not have authority to make any changes to this Agreement, make any
agreements with Lonestar Soccer Club or accept surrender of the right to use the Premises unless
same are in writing and signed by an authorized agent of the City. The GM is the authorized
agent of the City under this Agreement.
SECTION 14. ATTORNEY'S FEES
If the City is required to file suit to collect any amount owed it under this Agreement, the
City shall be entitled to collect reasonable attorney's fees, court costs and other expenses of
litigation if it prevails in such suit.
SECTION 15. ENTIRE TERMS
This Agreement constitutes the entire terms agreed upon by the parties, and supersedes
any and all previous oral or written terms or representations between the parties. Lgnestar
Soccer Club agrees that the City and its agents have made no representations or promises with
respect to this Agreement, except as expressly set forth herein, and that no claim or liability or
cause for termination may be asserted by Lonestar Soccer Club against the City, and the City
shall not be liable by reason of the breach of any alleged representation or promise not expressly
stated in this Agreement. This Agreement may only be amended in writing signed by Lonestar
Soccer Club and the City. Nothing in this Agreement gives or shall be construed to give or
provide, any benefit, direct or indirect, to any third party.
SECTION 16. WARRANTY OF AUTHORITY
Westar Soccer Club,warrants and represents that the person signing this Agreement on
its behalf has been duly authorized and empowered to do so, that it has taken all action necessary
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to approve this Agreement, and that this Agreement is a lawful and binding obligation of
Lonestar Soccer Ciub.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas Lonestar Soccer Club
By:
Title:
Date Signed:
Attest:
By: --
Sara L. White, City Cle
By:
Printed Name: l le.u-
Title: Ux,"*', ,
Date Signed: _ k Z 1-1 -1LzQA 5s
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City of Round Rock
TEROUND R°"`
x,A' Agenda Item Summary
Agenda Number:
Title: Consider executing a Revenue Sharing Agreement with Lone Star Soccer to
hold Futsal tournaments at RRSC. The agreement term begins on 611119
thru 12131119.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 12/21/2018
Dept Director: Chad McKenzie
Cost:
Indexes:
Attachments: Revenue Share (Lonestar SC - Futsal) (002), LAF - Futsal Tournaments
Department: Sports Management and Tourism
Text of Legislative File CM -2018-1999
Lone Star Soccer will provide referees, tournament sanctioning through a US Soccer -affiliated
organization, promote tournaments and provide staff member to assist with operations. RRSC
will manage registration, scheduling, promoting through RRSC social media, website, and
email. RRSC will also provide courts, team benches, scoreboards, awards and maintain
insurance coverage for participants.
City of Round Rock Page 1 Printed on 12/19/2018