CM-2023-046 - 3/10/2023SPORTS CENTER
REVENUE SHARING AGREEMENT
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
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THIS AGREEMENT is entered into on At"0?.r, by the City of Round
Rock, Williamson County, State of Texas, a home -rule municipal corporation (the "City"), located
at 221 East Main Street, Round Rock, Texas 78664, Kwame Cavil, with a mailing address of 735
Coconut Grove Street, Pflugerville, Texas 78660.
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; and
WHEREAS, Kwame Cavil delivers to facilities strength programs; and
WHEREAS, the City wishes to hold strength programs at its facility; and
WHEREAS, the parties desire to enter into a revenue sharing agreement for strength
programs 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 1. INCORPORATION OF RECITALS
The recitals set forth above are true and correct and incorporated into this Agreement.
SECTION 2. EFFECTIVE; TERM
1. The term of this Agreement shall commence on January 1, 2023 and continue
through December 31, 2023 ("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.
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SECTION 3. TERMS AND CONDITIONS
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.
GO Promote and market programs through the RRSC, social media, RRSC
website, email lists, and the City's newsletter.
(iii) Provide space (indoor or outdoor as agreed upon seasonally by both parties)
for classes.
(iv) Provide necessary equipment (list of equipment to be decided on by both
parties).
(v) Maintain insurance coverage in an amount mutually agreed upon by the
parties.
2. Kwame Cavil shall at his sole expense:
0) Provide all coaches/trainers for classes.
(ii) Assist in the promotion of programs through Kwame Cavil outlets (email
lists, social media, and flyers).
3. All revenue generated from the operation of any strength programs at the RRSC
shall be shared between the parties as set forth herein. All revenue shall be paid directly to the
City. The City shall account for all revenue and shall distribute to Kwame Cavil Forty percent
(40%) of the revenue generated, or Twenty -Five and No1100 Dollars ($25.00) per hour,
whichever is greater, in a timely manner.
4. All costs incurred in the operation of strength programs 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
Kwame Cavil shall indemnify and hold the City 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 negligence of
Kwame Cavil. 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.
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SECTION 5. TERMINATION
i. 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.
2. 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
1. Kwame Cavil, 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.
2. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this contract. Kwame Cavil verifies he does not boycott Israel and will
not boycott Israel at any time during the term of this Agreement.
SECTION 7. 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 labor; 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.
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
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Use shall be governed by and construed in accordance with the laws and court decisions of the
State of Texas.
SECTION 9. DISPUTE RESOLUTION
Kwame Cavil hereby expressly agree that no claims or disputes between Kwame Cavil 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 unenforceabiiity 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
Kwame Cavil hereby binds himself, his successors, assigns and legal representatives with
respect to this Agreement, and 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 the recipient's address as stated in this Agreement;
(2) Three (3) days after being deposited in the United States mail, with postage prepaid
to the recipient's address as stated in the Agreement.
Notice to Kwame Cavil:
Kwame Cavil
735 Coconut Grove Street
Pflugerville, Texas 78660
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Notice to City:
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 Kwame Cavil.
SECTION 13. NON -WAIVER
The City's acceptance of revenue or charges, or failure to complain of any action, non -
action or default of Kwame Cavil, 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 Kwame Cavil 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 City or the City's agents shall be deemed an
acceptance or surrender of the RRSC.
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. Kwame Cavil 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 Kwame Cavil 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 Kwame Cavil 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
Kwame Cavil 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 to approve
this Agreement, and that this Agreement is a lawful and binding obligation of Kwame Cavil.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter
indicated.
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City of Round Rock, Texas
By: t 12IN
Printed a
Title:
Date Signed:
ATTEST:
By: _y.J 66 J�-�
City Clerk locrw�y
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For City, Approved as to Form:
By:
City Attorney
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Kwame Cavil
By:
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Date S
City of Round Rock
7XAS ND RQ`K Agenda Item Summary
Agenda Number:
Title, Consider authorizing Revenue Sharing Agreement with Kwame Cavil for facilities
strength programs at Round Rock Sports Center.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 3/10/2023
Dept Director: Chad McKenzie - Sports Management
Cost:
Indexes:
Attachments:
Department: Sports Management & Tourism
Text of Legislative File CM-2023-046
The City, through the RRSC shall manage the registration process, promote and market through the RRSC
outlets, provide space and necessary equipment and maintain insurance. Kwame Cavil shell provide all
coaches/trainers and assist in the promotion through his outlets.
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