CM-14-02-310City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider Authorizing a Sponsorship Agreement with American Pizza
Partners in connection with The Round Rock Sports Center.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 2/14/2014
Dept Director: Chad McDowell - General Services Director
Cost:
Indexes:
Attachments: LAF - American Pizza, Sponsorship Agreement - American Pizza
Department: General Services Department
Text of Legislative File CM -14-02-310
Sponsorship Agreement includes signage in the facility and sponsor shall be the exclusive
pizza sponsor in the Sports Center.
Staff Recommends Approval
Cost
Sponsor will pay a yearly fee of $10,000.00 with the first year pro -rated @ $7,085.00
City of Round Rock Page 1 Printed on 2/13/2014
CONTRACT APPROVAL FORM FOR CITY MANAGER ACTION
Required for Submission of Specific City Manager Items
Department Name: General Services
Project Mgr/Resource: Chad McKenzie
cm
City Manager Approval
CMA Wording
Project Name: Sponsorship Agreement
Contractor/Vendor: American Pizza Partners
Consider Authorizing a Sponsorship Agreement with American Pizza Partners in connection with The Round Rock Sports Center.
Approval
ElEmployee EE Bowden ___.-- Date January 29, 2014
Notes/Comments
R
AMERICAN PIZZA PARTNERS
SPONSORSHIP AGREEMENT
ROUND ROCK SPORTS CENTER
This Sponsorship Agreement ("Agreement") is entered into as of
and between American Pizza Partners ("Sponsor") and the City of Round
117206-
126
1 x'Q , 2014, by
ock, Texas ("City"), a
home -rule municipal corporation, for the purposes of contracting certain sponsorship rights as set
forth herein concerning the City of Round Rock's Facility known as the Round Rock Sports Center
(the "Sports Center").
WHEREAS, City owns, operates and leases the Sports Center, located at 2400 Chisholm
Trail Drive, Round Rock, Texas, for various sports and recreational events and activities; and
WHEREAS, Sponsor desires to be a sponsor of the Sports Center based upon the terms set
forth herein.
NOW THEREFORE, in consideration of the terms, conditions and covenants herein
contained, the parties agree as follows:
1. The term of this Agreement and the sponsorship rights granted hereunder shall
commence upon execution of this Agreement and continue through September 30, 2014 ("Expiration
Date") at which time the sponsorship rights granted hereunder shall automatically terminate.
2. In consideration of the grant of specified sponsorship rights under this Agreement,
Sponsor shall pay a sponsorship fee to City at the rate of of Ten Thousand and No/100 Dollars
($10,000.00), plus production and installation costs.
3. For the initial term of this Agreement, Sponsor shall pay a prorated sponsorship fee
of Seven Thousand Eighty-five and No/100 Dollars ($7,085.00) to City as follows:
a) Fifty percent (50%) of the prorated sponsorship fee plus production and
installation costs related to the display of two (2) wall banners, shall be paid
upon execution of this Agreement; and
b) The balance of the prorated sponsorship fee shall be paid in full no later than
May 1, 2014.
4. Sponsor shall receive the following sponsorship benefits:
• Banners:
Two 7'6" x 18' Banners placed on the West wall of the Sport's Center's
Gymnasium.
00290385/ss2
DA- t 1-- 0.2-3/0.
• Other Sponsorship Benefits:
Sponsor shall be the exclusive pizza sponsor in the Sports Center subject to
Sponsor's adherence to the terms set forth in the attached Exhibit "A." In
addition, Sponsor shall be the sole provider of pizza for the concession
facilities in the Sports Center.
5. The parties may agree in writing to extend the Agreement, subject to the terms set
forth in this paragraph, prior to the expiration of the initial term or any subsequent extended term.
Upon expiration of the initial term or any subsequent term, City intends to consider offers from other
prospective pizza sponsors. Prior to the acceptance of any offers, Sponsor shall have the opportunity
to match any competing offer to retain the right to the sponsorship benefits set forth in this
Agreement for a subsequent term. In the event the parties agree in writing to renew the Agreement
past the initial term or any subsequent term thereafter, the parties agree that the terms and conditions
may be modified, however, any increase in the sponsorship fee shall not exceed three percent (3%).
6. 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 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.
7. Sponsor, its agents, and employees shall 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.
8. This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
9. 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, the non -defaulting party may terminate this Agreement at any time
thereafter.
9.1
following:
Sponsor shall be declared in default of this Agreement if it does any of the
9.1.1 Sponsor fails to make any payment in full when due;
9.1.2 Sponsor fails to fully, timely and faithfully perform any of its material
obligations under this Agreement; or
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9.1.3 Sponsor becomes insolvent or seeks relief under the bankruptcy laws
of the United States.
9.2 In the event Sponsor abandons or defaults pursuant to the subsections above,
Sponsor shall immediately remove any advertising or signage provided for under this
Agreement at the sole expense of Sponsor.
9.3 Upon the occurrence of default, the defaulting party agrees to pay all
damages, costs, and expense, including without limitation, reasonable attorneys' fees and
legal expenses, incurred by the non -defaulting or non -breaching party in recovering such
damages, costs, and expenses or in enforcing or exercising any remedies under this
Agreement.
9.4 The termination of this Agreement for default shall not prevent the non -
defaulting party from taking action against the defaulting party to enforce a term or condition
of this Agreement in respect of any breach occurring prior to such termination.
10. City has the right to terminate this Agreement, in whole or in part, for convenience
and without cause, at any time upon thirty (30) days' written notice to Sponsor. Sponsor has the
right to terminate this Agreement only for cause, that being in the event of a material and substantial
breach by City, or by mutual agreement to terminate evidenced in writing by the parties.
10.1 If this Agreement is terminated by City for convenience, Sponsor shall not be
required to pay any unpaid installments of the sponsorship fee and City shall refund a pro rata
share of payment made by Sponsor.
11. The rights of either party under this Agreement shall not be transferable or assignable
either in whole or in part, without the written consent of the other party.
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, City and Sponsor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
By:
Printed Name:
Title:
Date Signed:
Attest:
By:
Sara L. White, City Clerk
For City A I proved as to Form:
By'���
Stepha
L. Sheets, City Attorney
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America Pizza Partners
By
Print
Title:
Date Signed:
EXHIBIT "A"
TERMS FOR EXCLUSIVE PIZZA SPONSORSHIP RIGHTS
In consideration for American Pizza Partners being designated the exclusive pizza sponsor for
the Sports Center, the parties agree to the following terms:
1. American Pizza Partners shall provide cheese and pepperoni personal pan pizzas
for sale at the Sports Center. The pizzas will be prepared and cooked at the Mays
Street Pizza Hut location and delivered to the Sports Center at no cost to City.
2. City shall determine the sale price for pizzas sold at the Sport's Center and agrees
the sale price per pizza shall be at least $5.00 for the term of this Agreement.
American Pizza Partners and City agree to share the revenue from all pizza sales
at the Sports Center as follows:
a) American Pizza Partners shall receive 60% of the revenue from all pizza
sales;
b) City shall receive 40% of the revenue from all pizza sales; and
c) American Pizza Partners shall pay the sales tax on all pizza sales.
For example, if American Pizza Partners charges $5.00/personal pan pizza,
American Pizza Partner shall receive $3.00 of the revenue from the sale of a pizza
and City shall receive $2.00 of the revenue. American Pizza Partners shall pay
the appropriate sales tax for each pizza sold from its share of the revenue.
3. American Pizza Partners shall provide a pizza warmer at the Sports Center at no
cost to City.
4. American Pizza Partners shall provide concession signage at no cost to City.
5. American Pizza Partners shall be solely responsible for the costs incurred from
any unsold pizzas. The parties agree to work closely together to attempt to
minimize the number of unsold pizzas.
6. American Pizza Partners agrees to provide City with the following discount for
parties or other special events held at the Sports Center:
a) Large 1 topping pizza at the cost of $7/pizza;
b) Large 2-3 topping/specialty pizza at the cost of $9/pizza
The revenue sharing terms set forth in paragraph 2 above shall not apply to pizzas
purchased by the City for parties or special events.
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CM- IL-t-oa--310