CM-2014-429 - 5/23/2014 City of Round Rock
ROUND ROCK,TEXAS
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Agenda Item Summary i
Agenda Number:
Title: Consider authorizing a Revenue Sharing Agreement with Nike Ultimate
Champions Basketball Camps for basketball camps and clinics at the
Sports Center.
Type: City Manager Item
Governing Body: City Manager Approval
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Agenda Date: 5/23/2014
Dept Director: Chad McDowell, General Services Director
Cost: }
Indexes:
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Attachments: LAF, Agreement
Department: General Services Department
Text of Legislative File CM-2014-429
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With this agreement the City enters into a revenue sharing agreement for sports and fitness
training classes at the Round Rock Sports Center. The City shall account for all revenue,
and shall distribute to Nike Ultimate Champions Basketball Camps (35%) of the revenue
generated.
Staff Recommends Approval
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City of Round Rock Page 1 Printed on 512212014 E
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.CITY OF ROUND ROCK
CONTRACT: MANAGEMENT SECTION
CONTRACT APPROVAL FORM FOR CITY MANAGER ACTION
Required for Submission of Specific City Manager Items
Department Name: General Services/Round Rock Sports Center Project Name: Revenue Sharing Agreement i
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Project Mgr/Resource: Chad McDowell Contractor/Vendor: Nike Ultimate Champions Basketball Camps
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x❑City Manager Approval
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CMA Wording
Consider authorizing a Revenue Sharing Agreement with Nike Ultimate Champions Basketball Camps for basketball camps and
clinics at the Sports Center.
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Approval
XlEmployee EE Bowde Date May 13,2014
Notes/Comments
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CITY OF ROUND ROCK
SPORTS CENTER
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REVENUE SHARING AGREEMENT
THE STATE OF TEXAS §
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CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
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COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
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THIS AGREEMENT is entered into on May 8, 2014, by the City of Round Rock,
Williamson County, State of Texas, a home-rule municipal corporation (the "City"), located at t
221 E Main St, Round Rock, Texas 78664, and the undersigned authorized agent of Nike
Ultimate Champions Basketball Camps (Ultimate Champions), located at 6322 Regency Wood;
San Antonio, TX 78249.
WHEREAS, the City owns, operates and leases the Round Rock Sports Center
("RRSC"), located at 2400 Chisholm Trail, Round Rock, Texas 78681, for various sports and
recreational events and activities; an
WHEREAS,Ultimate Champions delivers to facilities basketball camps and clinics; and
WHEREAS, the City desires to hold Ultimate Champions basketball camps and clinics
at its facility; and
WHEREAS, the parties desire to enter' into a revenue sharing agreement for the
operation of basketball camps and clinics at the RRSC based upon the terms set forth below;
NOW THEREFORE, in consideration of the terms, conditions and covenants herein
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contained, the parties agree as follows: R
SECTION 1. INCORPORATION OF RECITALS
The recitals set forth above ore true and correct and incorporated into this Agreement.
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SECTION 2. EFFECTIVE; TERM
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1. The term of this Agreement shall commence on May 1, 2014 and continue
through December 31, 2014 ("Expiration Date"). 1
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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CM-2014-429
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SECTION 3. TERMS AND CONDITIONS
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1. The City,through the RRSC, shall at its sole expense:
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(i) Promote and market the camps through the RRSC, the social Media and
the City's website.
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(ii) Prepare the facility for the staff and the arrival of the campers.
(. ) g � upon iii Maintain insurance coverage in an amount mutually agreed u b the.. y
parties.
(iv) Assist in the recruitment of staff when necessary.
1 Ultimate Champions 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) Provide camp director and staff.
(iii) Assist in the promotion of the camp through the Ultimate Champions
Camp website, contacts and cross promotions.
(iv) Provide to RRSC registration and departure policies, including camp rules
and regulations.
(v) Provide a t-shirt for each camper.
3. All revenue generated from the operation any Ultimate Champions basketball
camps and clinics at the RRSC shall be equally shared between the parties. All revenue shall be
paid directly to the City. The City shall account for all revenue, and distribute to Ultimate
Champions thirty five percent(35%)of the revenue generated in a timely manner.
4. All costs incurred in the operation of Ultimate Champions camps and clinics 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
the other party. Nothing herein shall be deemed to limit the rights of the parties (including but
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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
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.
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SECTION 6. COMPLIANCE WITH LAWS,RULES AND REGULATIONS
Ultimate Champions, 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 NL4,JEURE r
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 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.
B. Notice. The City shall give Ultimate Champions 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.
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SECTION 8. APPLICABLE LAW; ENFORCEMENT AND VENUE
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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.
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SECTION 9. DISPUTE RESOLUTION
Ultimate Champions hereby expressly agree that no claims or disputes between Ultimate
Champions 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
Ultimate Champions hereby binds itself, its successors, assigns and legal representatives s
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 Ultimate
Champions or Ultimate Champions' agent; (2) three(3) days after being deposited in the United-
States
nitedStates mail, with postage prepaid to Ultimate Champions 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 the
addresses below.
Steve Norwood, City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
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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 Ultimate Champions_
SECTION 13. NON-WAIVER
The City's acceptance of revenue or charges, or failure to complain of any action, non-
action or default of Ultimate Champions, 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 Ultimate Champions' 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 Ultimate Champions, 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.
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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 3
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litigation if it prevails in such suit.
SECTION 15. ENTIRE TERMS
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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. Ultimate
Champions 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 Ultimate Champions 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 Ultimate
Champions 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
Ultimate Champions 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
Ultimate Champions.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock,Texas Ultimate Champions
By: By:
Prin e: Printed Name: t f Mn.t It Mats
Title: Title: birwP6OfVIZA4*a-
Date Signed: Date Signed: 11
Attest:
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For City,A proved as t Form:
By:
Stephal L. Sheets, City Attomey
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