R-89-1231 - 2/9/1989January 2, 1990
REVISED
Mr. Bob Bennett
CITY OF ROUND ROCK
221 East Main Street
Round Rock, Texas 78664
Dear Bob:
Bo usband
CJ'ia rman of
Board
GOLFCORP
CCA /SILBAND
15821 VENTURA BOULEVARD • SUITE 665 • ENCINO, CALIFORNIA 91436
818/782 -6171 • FAX 818/782 -9450
RECEIVED 8 1990
This letter is designed to express our intentions of adhering
to strict scrutinization of expenditures as they relate to
the outflow of construction and contingency funds for the
municipal golf course development.
Specifically, we intend to fund all initial legal expenses
incurred from the services of Page and Addison from the
$120,000 GolfCorp Fee line item in the budget from the issue
of the certificates. Once the combination of consulting fees
and out of pocket expenses reach a total of $120,000,
GolfCorp will be responsible for funding any and all
additional expenses.
Furthermore, once the $120,000 fee line item has been
exhausted; GolfCorp will no longer be entitled to receive
consulting fees.
GolfCorp will also have a construction manager in place to
monitor all expenditures as they relate to completing the
development project on time and within budget. These
monitoring systems will help insure that no line item budget
is exceeded, however, there are sufficient contingency funds
available for any emergency or unforeseen expenditures which
may cause budgetary overruns.
If any further information is needed please do not hesitate
to call.
February 24, 1989
Ms. Joanne Land, City Secretary
The City of Round Rock
221 East Main Street
Round Rock, TX 78664
Dear Ms. Land,
Enclosed please find the executed copy of the Consulting
Agreement for your files.
If there are any questions please feel free to call.
Si -rely, /
7
usb nd
airman
Enclosure
JAH /dlp
CCA SILBAND
SPORTS CORPORATION
15821 VENTURA BLVD. SUITE 665 ENCINO. CALIFORNIA 91436
810/782 -6171 FAX 818/782 -9850
WHEREAS, the City Council desires to engage a consultant to
advise the City regarding obtaining a golf course for the City; and
WHEREAS, CCA Silband Sports Corporation has submitted a
consulting agreement to the City, Now Therefore,
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS
That the Mayor is hereby authorized to sign the consulting
agreement with CCA Silband Sports Corporation, attached hereto on
behalf of the City.
RESOLVED this 9th day of February, 1989.
ATTEST:
. /1
E
C37RESCCASI
LAND, City Secretary
RESOLUTION NO. k,
hia" ra.
MIKE ROBINSON, Mayor
City of Round Rock, Texas
CONSULTING AGREEMENT
This Agreement is made this 1st day of February, 1989, between
CCA Silband Sports Corporation (hereinafter referred to as
"Consultant ") and The City of Round Rock, Texas (hereinafter referred
to as "City ").
W I T N E S S E T H:
WHEREAS, Consultant represents that he is under no obligation to
any third party that would interfere with his rendering City
professional services as hereinafter defined; and
WHEREAS, Consultant desires to render professional services to
City regarding obtaining a golf course for the City;
NOW, THEREFORE, in consideration of the premises and mutual
promises and covenants herein contained, the parties hereto agree as
follows:
1. City hereby offers to engage Consultant and Consultant
hereby accepts engagement by City of Consultant's professional
services according to the terms and conditions hereinafter stated to
render to services for the indicated fees.
2. Consultant shall: (i) provide consulting services in
accordance with the guidelines set forth herein; (ii) keep City
advised of the progress of the work performed under the terms of this
Agreement; (iii) permit any representative duly authorized in writing
by City to inspect from time to time such results of said consulting
services as are susceptible to inspection; (iv) provide City with
such reports, specifications, drawings, models and like, as are
appropriate to the nature of the services set forth herein; and (v)
keep records of hours worked and other reasonable out -of- pocket
expenses, which records City's duly authorized representative may
examine upon reasonable notice to Consultant.
3. Any confidential information acquired by Consultant from
machines, products, processes, techniques, procedures or experience
now existing or existing in the future, or any information or data
developed pursuant to Consultant's performance of the services as
detailed in sections 8 and 9 of the Agreement shall not be disclosed
by Consultant to any other person or entity, or used in any way for
Consultant's own benefit without the prior express written consent of
City and the respective participants of the program for which
services were performed, which said consent may be withheld at the
sole discretion of the City or at the sole discretion of any of the
respective participants.
TCCONSULT
4. Consultant agrees to keep confidential the content of all
manuals, memoranda, marketing, promotional and training materials,
and all business customers and associates of City, as well as any and
all knowledge as to the above or similar items, and as to any loans,
earnings, finances, and all other matters which it may acquire during
the course of any services performed by Consultant. Consultant shall
not keep and /or use any papers, records or any information whatsoever
related to any of the matters referred to in the preceding sentence,
nor shall Consultant furnish or make available such papers or
information to any other person.
5. Consultant shall, as part of the services to be performed
hereunder, keep records of Consultant's work, and shall submit such
records to City when requested.
6. Any work created by Consultant in connection with, or
during the performance of, services pursuant to this Agreement which
is subject to copyright shall be considered a work made for hire,
whether published or unpublished, and all rights to such work shall
be and shall remain the property of Consultant.
7. Should the services covered by this Agreement require the
employment by Consultant of other personnel, Consultant shall employ
only those persons approved in advance by City in writing and who
have, for the benefit of City, executed an agreement containing
provisions of the character and scope of this Agreement; except that
City may, in its sole discretion, waive the requirement that such
agreements be executed in the case of certain personnel.
8. During the Development Phase of this Agreement, which will
be defined as beginning upon the execution of this Agreement, and
terminating at the end of the Construction Phase as defined herein
below, Consultant shall provide the following services and take the
following actions on behalf of City:
A. Consultant will to the best of its ability, assist City
in negotiations with lending institutions in order to
expedite the acquisition of the property to be used for
the construction of the improvements implied in this
Agreement.
B. Consultant shall use its best efforts to assist City in
negotiation of an operating agreement as anticipated in
the Tri -Party Agreement between City, Franklin Federal,
and Killeen Savings.
C. Consultant shall attempt to expedite negotiations to
allow the Construction Phase, as defined herein below,
to commence in July 1989, and to allow an opening date
2.
in late Summer of 1990 of the facility to be
constructed in connection with this Agreement. The
above dates are to be construed as only estimates of
the construction dates and opening.
9. During the Construction Phase of this Agreement, defined as
the entire period of time during which the facility is under
construction, Consultant shall provide and perform the following
services for the benefit of City:
A. Consultant will provide assistance in reviewing all
plans and specifications to insure that the architect
is acting in the best interests of City.
B. Consultant shall cause the services of Club Wholesalers
of America to be made available to City in order to
effect the purchase of maintenance equipment, electric
golf cars, restaurant equipment and furnishings, and
golf shop design and fixturing.
C. Consultant shall create and make available to City a
complete golf course manual for the operation of the
facility, outlining the responsibilities of the
operator as well as all policies, procedures, etc., for
the operation of the facility.
D. Consultant shall create and make available to City a
fee structure for greens fees, golf car rental fees,
and driving range rental fees.
E. Consultant shall assist in the establishment of a Men's
Club, a Ladies' Club, and a Junior Club at the
facility.
F. Consultant will arrange to have the golf course to be
properly rated by the Professional Golfers Association
or the Texas Golf Association.
G. Consultant shall develop and present to City for its
approval, a logo to be used in the operation of the new
facility.
H. Consultant will develop a budget to cover the period
prior to the opening date of the facility, defined as
the date upon which the construction of the facility is
complete and facility is first operated, and Consultant
will devise a plan for the promotion and marketing of
the facility.
S 3.
I. Consultant shall use its best efforts to obtain all
operating permits and licenses necessary for the legal
operation of the facility.
J. Consultant shall research and design, for the approval
of City, all signs, markers, score cards, flags,
benches, and ball washers for use throughout the
facility.
K. Consultant shall use its best efforts to assist City in
the securing of financing through the issuance of
nontaxable Certificates of Participation.
10. City agrees to pay consideration to Consultant in the
amount of Five Thousand and No /100 Dollars ($5,000.00) per calendar
month, beginning on the commencement date of this Agreement, and
continuing until the facility is open for public play or until the
end of September, 1990, whichever first occurs, such amount to be pro
rated on a daily basis in the event that the aforementioned dates do
not exactly correspond to the end of calendar months. City further
agrees to pay Consultant for any expenses incurred by Consultant in
the performance of its duties under this Agreement including but not
limited to travel, lodging, food, and car rental; however, the
obligation of City to Consultant under this clause shall in no event
be greater than an average of One Thousand Five Hundred and No /100
Dollars ($1,500.00) per month for the amount of time covered under
this Agreement. Regardless of anything herein to the contrary,
obligation of City to pay the fees and expenses provided herein is
specifically contingent upon the sale of Certificates of
Participation, and all said fees and expenses shall not be due and
payable until the proceeds of the Certificates of Participation are
available.
11. During the Maturation Phase, which will be defined as the
period commencing upon the completion of construction, and
terminating upon the opening date of the facility, Consultant shall
be responsible for the daily maintenance of the facility including
the golf course, clubhouse, and attendant facilities. This
responsibility will extend to and include provision of all necessary
personnel and supplies for the operation. During the Maturation
Phase, all expenses associated with the performance of the
responsibilities of Consultant will be paid by Consultant. It is
anticipated that the Maturation Phase will last for from 90 to 180
days. In the event that the facility is not ready to be opened for
business at the end of 180 days, the Agreement will continue in the
Maturation Phase on a month -to -month basis thereafter.
12. In consideration of services to be rendered during the
Maturation Phase, City shall pay Consultant Twenty -Four Thousand and
No /100 Dollars ($24,000.00) per calendar month, such payments to be
4.
pro rated in the same manner as the consulting fee payments detailed
hereinabove if necessary.
13. City reserves the right to discontinue at any time and for
any reason any work upon which Consultant shall have been engaged for
City, provided that City gives 90 days written notice prior to
termination, in which event City shall be obligated to pay Consultant
only for services rendered and cost of materials for which Consultant
has become obligated to pay in connection with the contemplated
services up to the date of notice of such discontinuance and all fees
due for the 90 -day notice period.
14. This Agreement embodies the entire agreement and
understanding of the parties hereto relating to the subject matter
hereof and supersedes all prior representations, agreements and
understanding, oral or written, relating to such subject matter.
Neither this Agreement nor any provision hereof may be amended,
enlarged, modified, waived, discharged or terminated orally, but only
as expressly provided herein or by an instrument signed by the
parties hereto.
15. Any notices or other communications required or permitted
hereunder shall be sufficiently given if in writing and (i) delivered
personally or (ii) sent by certified mail, return receipt requested,
postage prepaid, addressed as shown below, or to such other address
as the party concerned may substitute by written notice to the other.
All notices personally delivered shall be deemed received on the date
of delivery. All notices forwarded by mail shall be deemed received
on a date three (3) days (excluding Sundays and holidays) immediately
following date of deposit in the U.S. Mail; provided, however, the
return receipt indicating the date upon which all notices were
received shall be prima facie evidence that such notices were
received on the date on the return receipt.
If to City:
If to Consultant:
City of Round Rock
c/o City Manager
221 East Main Street
Round Rock, Texas 78664
With a copy to:
Stephan L. Sheets
309 East Main Street
Round Rock, Texas 78664
CCA Silband Sports Corporation
15821 Ventura Blvd.
Suite 665
Encino, California 91436
Attention: Bob Husband
5.
With a COW to:
Page & Addison
14651 Dallas Parkway, Suite 700
Dallas, Texas 75240
The address and addressees may be changed by giving notice of such
change in the manner provided herein for giving notice. Unless and
until such written notice is received, the last address and addressee
given shall be deemed to continue in effect for all purposes. No
notice to either party hereto shall be deemed given or received
unless the entity noted "With a copy to" is simultaneously delivered
notice in the same manner as any notice given to either party hereto.
16. Should any portion of this Agreement be deemed
unenforceable by a court of competent jurisdiction, the remaining
portions hereof shall remain unaffected and be interpreted as if such
unenforceable portions were initially deleted.
17. Failure to insist upon strict compliance of any provision
hereof shall not be deemed a waiver of such provision or of any other
provision hereof.
18. This Agreement shall be subject to and governed by the laws
of the State of Texas, and is performable in Williamson County,
Texas.
19. City recognizes and acknowledges that Consultant is an
independent corporation chartered under the laws of the state of its
principal location, and is solely responsible for the obligations and
liabilities recited herein, arising hereunder, or in any manner
related to the transactions contemplated hereby, and City further
recognizes and acknowledges that no other entity or entities,
including (i) Consultant's parent corporation, (ii) any individual,
or (iii) any corporation affiliated with Consultant, is in any manner
liable or responsible for the obligations and liabilities of
Consultant, whether recited herein, arising hereunder, or in any
manner related to the transactions contemplated hereby.
6.
Title
CITY:
By:
7 .
Mike Robinson, Mayor
WHEREAS, the City Council desires to engage a consultant to
advise the City regarding obtaining a golf course for the City; and
WHEREAS, CCA Silband Sports Corporation has submitted a
consulting agreement to the City, Now Therefore,
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS
That the Mayor is hereby authorized to sign the consulting
agreement with CCA Silband Sports Corporation, attached hereto on
behalf of the City.
RESOLVED this 9th day of February, 1989.
ATTEST:
E LAND, City Secretary
RESOLUTION NO. /23 //e
MIKE ROBINSON, Mayor
City of Round Rock, Texas
CONSULTING AGREEMENT
This Agreement is made this 1st day of February, 1989, between
CCA Silband Sports Corporation (hereinafter referred to as
"Consultant ") and The City of Round Rock, Texas (hereinafter referred
to as "City ").
TCCONSULT
W I T N E S S E T H :
WHEREAS, Consultant represents that he is under no obligation to
any third party that would interfere with his rendering City
professional services as hereinafter defined; and
WHEREAS, Consultant desires to render professional services to
City regarding obtaining a golf course for the City;
NOW, THEREFORE, in consideration of the premises and mutual
promises and covenants herein contained, the parties hereto agree as
follows:
1. City hereby offers to engage Consultant and Consultant
hereby accepts engagement by City of Consultant's professional
services according to the terms and conditions hereinafter stated to
render to services for the indicated fees.
2. Consultant shall: (i) provide consulting services in
accordance with the guidelines set forth herein; (ii) keep City
advised of the progress of the work performed under the terms of this
Agreement; (iii) permit any representative duly authorized in writing
by City to inspect from time to time such results of said consulting
services as are susceptible to inspection; (iv) provide City with
such reports, specifications, drawings, models and like, as are
appropriate to the nature of the services set forth herein; and (v)
keep records of hours worked and other reasonable out -of- pocket
expenses, which records City's duly authorized representative may
examine upon reasonable notice to Consultant.
3. Any confidential information acquired by Consultant from
machines, products, processes, techniques, procedures or experience
now existing or existing in the future, or any information or data
developed pursuant to Consultant's performance of the services as
detailed in sections 8 and 9 of the Agreement shall not be disclosed
by Consultant to any other person or entity, or used in any way for
Consultant's own benefit without the prior express written consent of
City and the respective participants of the program for which
services were performed, which said consent may be withheld at the
sole discretion of the City or at the sole discretion of any of the
respective participants.
4. Consultant agrees to keep confidential the content of all
manuals, memoranda, marketing, promotional and training materials,
and all business customers and associates of City, as well as any and
all knowledge as to the above or similar items, and as to any loans,
earnings, finances, and all other matters which it may acquire during
the course of any services performed by Consultant. Consultant shall
not keep and /or use any papers, records or any information whatsoever
related to any of the matters referred to in the preceding sentence,
nor shall Consultant furnish or make available such papers or
information to any other person.
5. Consultant shall, as part of the services to be performed
hereunder, keep records of Consultant's work, and shall submit such
records to City when requested.
6. Any work created by Consultant in connection with, or
during the performance of, services pursuant to this Agreement which
is subject to copyright shall be considered a work made for hire,
whether published or unpublished, and all rights to such work shall
be and shall remain the property of Consultant.
7. Should the services covered by this Agreement require the
employment by Consultant of other personnel, Consultant shall employ
only those persons approved in advance by City in writing and who
have, for the benefit of City, executed an agreement containing
provisions of the character and scope of this Agreement; except that
City may, in its sole discretion, waive the requirement that such
agreements be executed in the case of certain personnel.
8. During the Development Phase of this Agreement, which will
be defined as beginning upon the execution of this Agreement, and
terminating at the end of the Construction Phase as defined herein
below, Consultant shall provide the following services and take the
following actions on behalf of City:
A. Consultant will to the best of its ability, assist City
in negotiations with lending institutions in order to
expedite the acquisition of the property to be used for
the construction of the improvements implied in this
Agreement.
B. Consultant shall use its best efforts to assist City in
negotiation of an operating agreement as anticipated in
the Tri -Party Agreement between City, Franklin Federal,
and Killeen Savings.
C. Consultant shall attempt to expedite negotiations to
allow the Construction Phase, as defined herein below,
to commence in July 1989, and to allow an opening date
2.
in late Summer of 1990 of the facility to be
constructed in connection with this Agreement. The
above dates are to be construed as only estimates of
the construction dates and opening.
9. During the Construction Phase of this Agreement, defined as
the entire period of time during which the facility is under
construction, Consultant shall provide and perform the following
services for the benefit of City:
A. Consultant will provide assistance in reviewing all
plans and specifications to insure that the architect
is acting in the best interests of City.
B. Consultant shall cause the services of Club Wholesalers
of America to be made available to City in order to
effect the purchase of maintenance equipment, electric
golf cars, restaurant equipment and furnishings, and
golf shop design and fixturing.
C. Consultant shall create and make available to City a
complete golf course manual for the operation of the
facility, outlining the responsibilities of the
operator as well as all policies, procedures, etc., for
the operation of the facility.
D. Consultant shall create and make available to City a
fee structure for greens fees, golf car rental fees,
and driving range rental fees.
E. Consultant shall assist in the establishment of a Men's
Club, a Ladies' Club, and a Junior Club at the
facility.
F. Consultant will arrange to have the golf course to be
properly rated by the Professional Golfers Association
or the Texas Golf Association.
G. Consultant shall develop and present to City for its
approval, a logo to be used in the operation of the new
facility.
H. Consultant will develop a budget to cover the period
prior to the opening date of the facility, defined as
the date upon which the construction of the facility is
complete and facility is first operated, and Consultant
will devise a plan for the promotion and marketing of
the facility.
3.
I. Consultant shall use its best efforts to obtain all
operating permits and licenses necessary for the legal
operation of the facility.
J. Consultant shall research and design, for the approval
of City, all signs, markers, score cards, flags,
benches, and ball washers for use throughout the
facility.
K. Consultant shall use its best efforts to assist City in
the securing of financing through the issuance of
nontaxable Certificates of Participation.
10. City agrees to pay consideration to Consultant in the
amount of Five Thousand and No /100 Dollars ($5,000.00) per calendar
month, beginning on the commencement date of this Agreement, and
continuing until the facility is open for public play or until the
end of September, 1990, whichever first occurs, such amount to be pro
rated on a daily basis in the event that the aforementioned dates do
not exactly correspond to the end of calendar months. City further
agrees to pay Consultant for any expenses incurred by Consultant in
the performance of its duties under this Agreement including but not
limited to travel, lodging, food, and car rental; however, the
obligation of City to Consultant under this clause shall in no event
be greater than an average of One Thousand Five Hundred and No /100
Dollars ($1,500.00) per month for the amount of time covered under
this Agreement. Regardless of anything herein to the - contrary,
obligation of City to pay the fees and expenses provided herein is
specifically contingent upon the sale of Certificates of
Participation, and all said fees and expenses shall not be due and
payable until the proceeds of the Certificates of Participation are
available.
11. During the Maturation Phase, which will be defined as the
period commencing upon the completion of construction, and
terminating upon the opening date of the facility, Consultant shall
be responsible for the daily maintenance of the facility including
the golf course, clubhouse, and attendant facilities. This
responsibility will extend to and include provision of all necessary
personnel and supplies for the operation. During the Maturation
Phase, all expenses associated with the performance of the
responsibilities of Consultant will be paid by Consultant. It is
anticipated that the Maturation Phase will last for from 90 to 180
days. In the event that the facility is not ready to be opened for
business at the and of 180 days, the Agreement will continue in the
Maturation Phase on a month -to -month basis thereafter.
12. In consideration of services to be rendered during the
Maturation Phase, City shall pay Consultant Twenty -Four Thousand and
No /100 Dollars ($24,000.00) per calendar month, such payments to be
4.
•
pro rated in the same manner as the consulting fee payments detailed
hereinabove if necessary.
13. City reserves the right to discontinue at any time and for
any reason any work upon which Consultant shall have been engaged for
City, provided that City gives 90 days written notice prior to
termination, in which event City shall be obligated to pay Consultant
only for services rendered and cost of materials for which Consultant
has become obligated to pay in connection with the contemplated
services up to the date of notice of such discontinuance and all fees
due for the 90 -day notice period.
14. This Agreement embodies the entire agreement and
understanding of the parties hereto relating to the subject matter
hereof and supersedes all prior representations, agreements and
understanding, oral or written, relating to such subject matter.
Neither this Agreement nor any provision hereof may be amended,
enlarged, modified, waived, discharged or terminated orally, but only
as expressly provided herein or by an instrument signed by the
parties hereto.
15. Any notices or other communications required or permitted
hereunder shall be sufficiently given if in writing and (i) delivered
personally or (ii) sent by certified mail, return receipt requested,
postage prepaid, addressed as shown below, or to such other address
as the party concerned may substitute by written notice to the other.
All notices personally delivered shall be deemed received on the date
of delivery. All notices forwarded by mail shall be deemed received
on a date three (3) days (excluding Sundays and holidays) immediately
following date of deposit in the U.S. Mail; provided, however, the
return receipt indicating the date upon which all notices were
received shall be prima facie evidence that such notices were
received on the date on the return receipt.
If to City:
If to Consultant:
City of Round Rock
c/o City Manager
221 East Main Street
Round Rock, Texas 78664
With a copy to:
Stephan L. Sheets
309 East Main Street
Round Rock, Texas 78664
CCA Silband Sports Corporation
15821 Ventura Blvd.
Suite 665
Encino, California 91436
Attention: Bob Husband
5.
With a copy to:
Page & Addison
14651 Dallas Parkway, Suite 700
Dallas, Texas 75240
The address and addressees may be changed by giving notice of such
change in the manner provided herein for giving notice. Unless and
until such written notice is received, the last address and addressee
given shall be deemed to continue in effect for all purposes. No
notice to either party hereto shall be deemed given or received
unless the entity noted "With a copy to" is simultaneously delivered
notice in the same manner as any notice given to either party hereto.
16. Should any portion of this Agreement be deemed
unenforceable by a court of competent jurisdiction, the remaining
portions hereof shall remain unaffected and be interpreted as if such
unenforceable portions were initially deleted.
17. Failure to insist upon strict compliance of any provision
hereof shall not be deemed a waiver of such provision or of any other
provision hereof.
18. This Agreement shall be subject to and governed by the laws
of the State of Texas, and is performable in Williamson County,
Texas.
19. City recognizes and acknowledges that Consultant is an
independent corporation chartered under the laws of the state of its
principal location, and is solely responsible for the obligations and
liabilities recited herein, arising hereunder, or in any manner
related to the transactions contemplated hereby, and City Further
recognizes and acknowledges that no other entity or entities,
including (i) Consultant's parent corporation, (ii) any individual,
or (iii) any corporation affiliated with Consultant, is in any manner -
liable or responsible for the obligations and liabilities of
Consultant, whether recited herein, arising hereunder, or in any
manner related to the transactions contemplated hereby.
CONSULTANT:
By:
Consultant's Signature
6.
Title
CITY:
By:
7.
Mika Robinson, Mayor
TCCNSUL2
CONSULTING AGREEMENT
This Agreement is made this 1st day of February, 1989, between
CCA Silband Sports Corporation (hereinafter referred to as
"Consultant ") and The City of Round Rock, Texas (hereinafter referred
to as "City ").
W I T N E S S E T H:
WHEREAS, Consultant represents that he is under no obligation to
any third party that would interfere with his rendering City
professional services as hereinafter defined; and
WHEREAS, Consultant desires to render professional services to
City - - regarding obtaining a
Golf course for the City;
NOW, THEREFORE, in consideration of the premises and mutual
promises and covenants herein contained, the parties hereto agree as
follows:
1. City hereby offers to engage Consultant and Consultant
hereby accepts engagement by City of Consultant's professional
services according to the terms and conditions hereinafter stated to
render to services for the indicated fees.
2. Consultant shall: (i) provide consulting services in
accordance with the guidelines set forth herein; (ii) keep City
advised of the progress of the work performed under the terms of this
Agreement; (iii) permit any representative duly authorized in writing
by City to inspect from time to time such results of said consulting
services as are susceptible to inspection; (iv) provide City with
such reports, specifications, drawings, models and like, as are -
appropriate to the nature of the services set forth herein; and (v)
keep records of hours worked and other reasonable out -of- pocket
expenses, which records City's duly authorized representative may
examine upon reasonable notice to Consultant.
3. Any confidential information acquired by Consultant from
machines, products, processes, techniques, procedures or experience
now existing or existing in the future, or any information or data
developed pursuant to Consultant's performance of the services as
detailed in sections 8 and 9 of the Agreement shall not be disclosed
by Consultant to any other person or entity, or used in any way for
Consultant's own benefit without the prior express written consent of
City and the respective participants of the program for which
services were performed, which said consent may be withheld at the
sole discretion of the City or at the sole discretion of any of the
respective participants.
4. Consultant agrees to keep seeret confidential, the content
of all manuals, memoranda, marketing, promotional and training
materials, and all business customers and associates of City, as well
as any and all knowledge as to the above or similar items, and as to
any loans, earnings, finances, and all other matters which it may
acquire during the course of any services performed by Consultant.
Consultant shall not keep and /or use any papers, records or any
information whatsoever related to any of the matters referred to in
the preceding sentence, nor shall Consultant furnish or make
available such papers or information to any other person.
5. Consultant shall, as part of the services to be performed
hereunder, keep records of Consultant's work, and shall submit such
records to City when requested.
6. Any work created by Consultant in connection with, or
during the performance of, services pursuant to this Agreement which
is subject to copyright shall be considered a work made for hire,
whether published or unpublished, and all rights to such work shall
be and shall remain the property of Consultant.
7. Should the services covered by this Agreement require the
employment by Consultant of other personnel, Consultant shall employ
only those persons approved in advance by City in writing and who
have, for the benefit of City, executed an agreement containing
provisions of the character and scope of this Agreement; except that
City may, in its sole discretion, waive the requirement.that such
agreements be executed in the case of certain personnel. -
8. During the Development Phase of this Agreement, which will
be defined as beginning upon the execution of this Agreement, and
terminating at the end of the Construction Phase as defined herein
below, Consultant shall provide the following services and take the
following actions on behalf of City:
A. Consultant will to the best of its ability, assist City
in negotiations with lending institutions in order to
expedite the acquisition of the property to be used for
the construction of the improvements implied in this
Agreement.
B. Consultant shall use its best efforts to assist City in
negotiation of an operating agreement as anticipated in
the Tri -Party Agreement between City, Franklin Federal,
and Killeen Savings.
C. Consultant shall attempt to expedite negotiations to
allow the Construction Phase, as defined herein below,
to commence in July 1989, and to allow an opening date
2.
will devise a plan for the promotion and marketing of
the facility.
I. Consultant shall use its best efforts to obtain all
operating permits and licenses necessary for the legal
operation of the facility.
S. Consultant shall research and design, for the approval
of City, all signs, markers, score cards, flags,
benches, and ball washers for use throughout the
facility.
K. Consultant shall use its best efforts to assist City in
the securing of financing through the issuance of
nontaxable Certificates of Participation.
10. City agrees to pay consideration to Consultant in the
amount of Five Thousand and No /100 Dollars ($5,000.00) per calendar
month, beginning on the commencement date of this Agreement, and
continuing until the facility is open for public play or until the
end of September, 1990, whichever first occurs, such amount to be pro
rated on a daily basis in the event that the aforementioned dates do
not exactly correspond to the end of calendar months. City further
agrees to pay Consultant for any expenses incurred by Consultant in
the performance of its duties under this Agreement including but not
limited to travel, lodging, food, and car rental; however, the
obligation of City to Consultant under this clause shall in no event
be greater than an average of One Thousand Five Hundred and No /100
Dollars ($1,500.00) per month for the amount of time covered under
this Agreement. fA-1l- fees -due- under- th-ie -- Agreement- shall-be- funded
--from —proceeds Regardless of
anything herein to the contrary, the obligation of City to pay the
fees and expenses provided herein is specifically contingent upon the
sale of Certificates of Participation, and all said fees and expenses
shall not be due and payable until the proceeds of the Certificates
of Participation are available.
11. During the Maturation Phase, which will be defined as the
period commencing upon the completion of construction, and
terminating upon the opening date of the facility, Consultant shall
be responsible for the daily maintenance of the facility including
the golf course, clubhouse, and attendant facilities. This
responsibility will extend to and include provision of all necessary
personnel and supplies for the operation. During the Maturation
Phase, all expenses associated with the performance of the
responsibilities of Consultant will be paid by Consultant. It is
anticipated that the Maturation Phase will last for from 90 to 180
days. In the event that the facility is not ready to be opened for
business at the end of 180 days, the Agreement will continue in the
Maturation Phase on a month -to -month basis thereafter.
4.
12. In consideration of services to be rendered during the
Maturation Phase, City shall pay Consultant Twenty -Four Thousand and
No /100 Dollars ($24,000.00) per calendar month, such payments to be
pro rated in the same manner as the consulting fee payments detailed
hereinabove if necessary.
13. City reserves the right to discontinue at any time and for
any reason any work upon which Consultant shall have been engaged for
City, provided that City gives 90 days written notice prior to
termination, in which event City shall be obligated to pay Consultant
only for services rendered and cost of materials for which Consultant
has become obligated to pay in connection with the contemplated
services up to the date of notice of such discontinuance and all fees
due for the 90 -day notice period.
14. This Agreement embodies the entire agreement and
understanding of the parties hereto relating to the subject matter
hereof and supersedes all prior representations, agreements and
understanding, oral or written, relating to such subject matter.
Neither this Agreement nor any provision hereof may be amended,
enlarged, modified, waived, discharged or terminated orally, but only
as expressly provided herein or by an instrument signed by the
parties hereto.
15. Any notices or other communications required or permitted
hereunder shall be sufficiently given if in writing and (i) delivered
personally or (ii) sent by certified mail, return receipt requested,
postage prepaid, addressed as shown below, or to such other address
as the party concerned may substitute by written notice to the other.
All notices personally delivered shall be deemed received on the date
of delivery. All notices forwarded by mail shall be deemed received
on a date three (3) days (excluding Sundays and holidays) immediately
following date of deposit in the U.S. Mail; provided, however, the
return receipt indicating the date upon which all notices were
received shall be prima facie evidence that such notices were -
received on the date on the return receipt.
If to City:
City of Round Rock
c/o City Manager
221 East Main Street
Round Rock, Texas 78664
With a copy to:
Stephan L. Sheets
309 East Main Street
Round Rock, Texas 78664
5.
•
If to Consultant:
CCA Silband Sports Corporation
15821 Ventura Blvd.
Suite 665
Encino, California 91436
Attention: Bob Husband
With a cony to:
Page & Addison
14651 Dallas Parkway, Suite 700
Dallas, Texas 75240
The address and addressees may be changed by giving notice of such
change in the manner provided herein for giving notice. Unless and
until such written notice is received, the last address and addressee
given shall be deemed to continue in effect for all purposes. No
notice to either party hereto shall be deemed given or received
unless the entity noted "With a copy to" is simultaneously delivered
notice in the same manner as any notice given to either party hereto.
16. Should any portion of this Agreement be deemed
unenforceable by a court of competent jurisdiction, the remaining
portions hereof shall remain unaffected and be interpreted as if such
unenforceable portions were initially deleted.
17. Failure to insist upon strict compliance of any provision
hereof shall not be deemed a waiver of such provision or of any other
provision hereof.
18. This Agreement shall be subject to and governed by the laws
of the State of Texas, and is performable in Williamson County
Texas.
19. City recognizes and acknowledges that Consultant is an
independent corporation chartered under the laws of the state of its
principal location, and is solely responsible for the obligations and
liabilities recited herein, arising hereunder, or in any manner
related to the transactions contemplated hereby, and City further
recognizes and acknowledges that no other entity or entities,
including (i) Consultant's parent corporation, (ii) any individual,
or (iii) any corporation affiliated with Consultant, is in any manner
liable or responsible for the obligations and liabilities of
Consultant, whether recited herein, arising hereunder, or in any
manner related to the transactions contemplated hereby.
CONSULTANT:
By:
6.
Consultant's Signature
Title
CITY:
By:
Mike Robinson. Mayor
Title:
7.
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j NUMBER 7442419562
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ALL OLARAS MUST BE MADE BY OV WR171N0
• ' WITHIN 10 DAYS AFTER WE DELVER YOUR PACKAGE IF YOUR CLAIM RESULTS
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Mayor
Mike Robinson
Mayor Pro-tem
Ronnie Jean
Council Members
John Hood
Glenn T. King
Pete Correa
Charles Culpepper
Trudy L. Lee
City Manager
Robert L. Bennett, Jr.
City Attorney
Stephan L Sheets
THE CJTY OF ROUND ROCK
221 East Main Street
Round Rock, Texas 78664
512- 255 -3612
Mr. James A. "Bob" Husband
CCA Silband
Sports Corporation
15821 Ventura Blvd.
Suite 665
Encino, CA 91436
Dear Mr. Husband:
February 17, 1989
Enclosed please find three (3) copies of the
Consulting Agreement between the City of Round
Rock and CCA Silband. Two of these agreements.
are for your signature, and the other depicts the
changes made as discussed by you, Steve Sheets
and Bob Bennett.
When the two original Consulting Agreements
have been executed, please return one for my files.
If I may be of any further assistance, please
contact me.
JL:kl
cc: Bob Bennett
via Federal Express
Sincerely,
Joanne Land
City Secretary
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT ( "Guaranty ") is made this 10th day
of January, 1990, by CCA SILBAND /GOLFCORP ( "GolfCorp ") and THE
CITY OF ROUND ROCK, TEXAS ( "City ").
W I T N E S S E T H
WHEREAS, City and CCA Silband /GolfCorp /Round Rock, Inc., a
wholly owned subsidiary of GolfCorp ( "Operator ") have entered
into that certain Management Agreement dated December 1, 1989
(the "Management Agreement "), pursuant to which Operator is to
provide a Letter of Credit as set forth in Section 6.5 of the
Management Agreement; and
WHEREAS, as a material inducement to Lender to enter into
the Management Agreement, City has required Operator to cause
GolfCorp to guarantee to City the obligation of Operator to
deliver the Letter of Credit as set forth in Section 6.5 of the
Management Agreement,
NOW, THEREFORE, for further good and valuable consideration,
the receipt and sufficiency of all of which are hereby
acknowledged and confessed, GolfCorp does hereby unconditionally,
irrevocably and absolutely warrant and represent to and covenant
with City as follows:
1. Guaranty of Obligation to Deliver Letter of Credit.
GolfCorp guarantees to City the performance by Operator of
Operator's obligation to deliver the Letter of Credit as set
forth in the Management Agreement.
2. Liability for Other Obligation. GolfCorp shall not be
liable for and specifically disclaims and excepts herefrom any
liability for any obligations of Operator except as set forth in
Article 1 hereof.
3. Modification and Waivers; Cumulative Rights. No
modification, consent, amendment or waiver of any provision of
this Guaranty, nor consent to any departure by any GolfCorp(s)
therefrom, shall be effective unless the same shall be in writing
and signed by an officer of City, and then shall be effective
only in the specific instance and for the purpose for which it is
given. No notice to or demand on GolfCorp in any case shall, or
itself, entitle GolfCorp to any other or further notice or demand
in similar or other circumstances. No delay or omission by City
in exercising any power or right shall be construed as a waiver
thereof or any acquiescence therein, nor shall any single or
partial exercise of any such power or right preclude other or
further exercise thereof or the exercise of any other right or
power hereunder. All rights and remedies of City hereunder are
Guaranty Agreement - A2396.9.71.9A page 1
cumulative of each other and of every other right or remedy which
City may otherwise have at law or in equity or under any other.
contract or document, and the exercise of one or more rights or
remedies shall not prejudice or impair the concurrent or
subsequent exercise of other rights or remedies. In this
Guaranty, whenever the context so requires, the singular number
includes the plural and conversely.
4. Attorneys' Fees and Collection Costs. If GolfCorp
should breach or fail to perform any provision of this Guaranty,
GolfCorp agrees to pay City all costs and expenses (including
court costs and reasonable attorneys' fees) incurred by City in
the enforcement thereon.
5. Law Governing and Severability. This Guaranty shall be
governed by and construed in accordance with the laws of the
State of Texas and the laws of the United States applicable to
transactions in the State of Texas and is intended to be
performed in accordance with and only to the extent permitted by
such laws. This Guaranty is performable in Round Rock Texas, and
GolfCorp consents and agrees that in any suit to enforce this
Guaranty, City may maintain such action in the courts of the
State of Texas, as determined by City, which the parties
stipulate may have jurisdiction, and GolfCorp waives any right to
otherwise object to such jurisdiction and venue. If any
provision of this Guaranty or the application thereof to any
person or circumstance shall for any reason and to any extent be
invalid or unenforceable, neither the remainder of this Guaranty
nor the application of such provision to any other persons or
circumstances shall be affected thereby, but rather the same
shall be enforced to the greatest extent permitted by law.
6. Paragraph Headings. The Paragraph headings inserted in
this Guaranty have been included for convenience only and are not
intended and shall not be construed to limit or define in any way
the substance of any Paragraph contained herein.
7. Limitation of Liability. Notwithstanding anything to
the contrary contained in this Guaranty, GolfCorp shall be
released of all liabilities and obligations hereunder at such
time and to the same extent as the personal liability of Borrower
for the performance of the obligation to deliver the Letter of
Credit shall terminate pursuant to the Management Agreement.
EXECUTED AND DELIVERED on the date first above written.
Guaranty Agreement - A2396.9.71.9A
GolfCorp:
CCA SILBAND/GOLF O RP
i
VI (1 11 4►. .r
By:
Title:
page 2