CM-2016-1151 - 7/22/2016CITY 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�%VV Z2-, 2016, by the City of
Round Rock, Williamson County, State of Texas, a home -rue municipal corporation (the "City"),
located at 221 E Main St, Round Rock, Texas 78664, and the undersigned authorized agent ofd
Hook Basketball Academes, ("SHBA"), located at 2000 FM 1460 #3103, Georgetown. TX
78626.
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, Sky Hook Basketball Academy delivers to facilities sports and fitness
training programs; and
WHEREAS, the City wishes to hold basketball camps at its facility; and
WHEREAS, the parties desire to enter into a revenue sharing agreement for basketball
camps 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 ore true and correct and incorporated into this Agreement.
SECTION 2. EFFECTIVE; TERM
1. The term of this Agreement shall commence on June 1, 2016 and continue through
December 31, 2017 ("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) Promote and market programs through the RRSC, social Media, RRSC
website, email lists, and the City's newsletter.
(iii) Provide court space for the programs.
(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. Sky Hook Basketball Academy shall at its sole expense:
(i) Provide two (2) coaches/trainers for all camps
(ii) Provide curriculum for all camps
(iii) Assist in the promotion of programs through SHBA outlets (email lists,
social media, flyers)
3. All revenue generated from the operation any basketball camps 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 shall distribute to Sky Hook Basketball Academy LLC thirty
dollars ($30) per hour, per camp, in a timely manner.
4. All costs incurred in the operation of basketball camps 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 not
limited to the right to seek contribution) against any third party who may be liable for an
indemnified claim.
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.
SECTION 6. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Sky Hook Basketball Academy, 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 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 Sky Hook Basketball Academy 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
Sky Hook Basketball Academy hereby expressly agree that no claims or disputes between
Sky Hook Basketball Academy 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
Sky Hook Basketball Academy 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 Sky Hook Basketball
Academy or Sky Hook Basketball Academes agent; (2) three (3) days after being deposited in the
United States mail, with postage prepaid to Sky Hook Basketball Academy 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.
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 Sky Hook Basketball Academy.
SECTION 13. NON -WAIVER
The City's acceptance of revenue or charges, or failure to complain of any action, non-
action or default of Sky Hook Basketball Academy, 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 Sky Hook Basketball Academy 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 Sky Hook Basketball Academy, 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. Sky Hook Basketball
Academy 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 Sky Hook Basketball Academy 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 Sky Hook
Basketball Academy 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
Sky Hook Basketball Academy 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 Sky Hook Basketball Academy.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
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Sky Hook Basketball Academy
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City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Revenue Sharing Agreement with Sky Hook
Basketball Academy for use of the Sports Center for Basketball Camps.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 7/22/2016 A
Dept Director: C�J,�M
Cost:
Indexes:
Attachments: LAF.pdf
Department:
Text of Legislative File CM -2016-1151
Consider authorizing a Revenue Sharing Agreement with Sky Hook Basketball Academy for use of the
Sports Center for Basketball Camps.
With this agreement the City will enter into a revenue sharing agreement for a basketball specific program
with Sky Hook Basketball Academy at the Round Rock Sports Center.
The City shall account for all revenue and shall distribute to Sky Hook Basketball Academy LLC. thirty
dollars ($30) per hour, per camp, in a timely manner.
Staff Recommends Approval
City of Round Rock Page 1 Printed on 712112016