DOC1559170771.pdf

PDF 11 MB Posted

Attached to
NE|DOC1559170771
Contract number
DOC1559170771
Issued by
Nebraska

About this file

This is a Professional Consultant and Management Services Agreement between Rink Management Services Corporation (RMSC), a Virginia corporation, and the Board of Regents of the University of Nebraska, a public body corporate, for the John A. Breslow Ice Hockey Center located in Lincoln, Nebraska. The agreement involves RMSC providing consultation and management services during the design, construction, and operation of the facility, with the primary campus being the University of Nebraska-Lincoln (UNL).

The contract covers consulting services during the facility's design and construction phase, pre-opening services, and five years of management services, with total compensation structured as follows: consulting services at an hourly rate of $125 with a total not to exceed $12,500 excluding travel, pre-opening services at $30,000 with equal monthly payments of $2,500, and management services at $291,000 with equal monthly payments of $4,850. The agreement includes an incentive/performance bonus of 10% of any increase in the facility's net earnings before interest, taxes, depreciation, and amortization. RMSC will be responsible for facility operations, including staffing, maintenance, marketing, financial management, and other comprehensive services, with food and beverage, vending, and pro-shop operations included in the scope.

View the file

On GovTribe

Work with this file

  • Download the original file
  • Contacts named in this file
  • Similar government files
  • Ask GovTribe AI about this file

Text version

Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier Rink Management Services Corp. Contact Name and Email

Thomas Hillgrove, tom.hillgrove@rinkmanagem ent.com

REQUESTING DEPARTMENT

Participating Campuses and Admin Unit/Dept.

UNL

Primary Contact Name and Email

Jordan Malone

Secondary Contact Name and Email

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Rink Management is currently being sold to Sports Facilities Company, Inc., and has asked us to sign the attached Consent to Assignment.

Total Amount of Spend $0 Start Date

N/A End Date

N/A

BID INFORMATION

Bid Number N/A

Competitive Review Findings

Non-Procurement – Acknowledgement of Assignment Letter

Contract Information Reviewed by Legal

INTERNAL USE ONLY

CW30196

March 7, 2025

The Board of Regents of The University of Nebraska

311 Canfield Administration Building, PO 880429

Lincoln, NE 68588-0429

Re: That certain Professional Consultant and Management Services Agreement dated November

20, 2014, by and between The Board of Regents of The University of Nebraska and Rink

Management Services Corporation (the “Agreement”).

To Whom It May Concern:

We are delivering this letter to notify you that Rink Management Services Corporation, a Virginia corporation (“RMSC”), is progressing towards a sale of certain assets to an affiliate of Sports Facilities

Company, Inc., a Delaware corporation (“Sports Facilities”), pursuant to the terms of an Asset Purchase

Agreement by and between RMSC and Sports Facilities (the “Proposed Transaction”).

Founded in 2003, Sports Facilities has been involved in the planning, consulting, and operating of many of today's most notable sports tourism and recreation destinations, hosting more than 25 million annual visits in Sports Facilities affiliated venues. Sports Facilities has served more than 2,000 communities since its founding and currently operates 75 properties on behalf of municipalities, real estate developers, and private clients, including Myrtle Beach, SC, Gatlinburg, TN, Hoover, AL, Sandusky, OH, Panama City

Beach and notable new developments in Fort Bend, TX and Starkville, MS. The Sports Facilities team is comprised of more than 3,000 team members in over 20 states.

Pursuant to the terms of the Agreement, your consent is required in connection with the assignment of the Agreement to Sports Facilities at the closing of the Proposed Transaction (the “Assignment”).

Accordingly, we hereby request that you (i) consent to the Assignment, (ii) waive any required notice, fees or other deliveries required under the Agreement in connection with the Assignment, (iii) acknowledge and agree that neither the Assignment nor the consummation of the Proposed Transaction will constitute or result in a breach of or default of or under, or give you the right to terminate or alter, the Agreement, and

(iv) agree to keep confidential the existence of the Proposed Transaction.

Please indicate your consent, waiver and agreement as provided above by signing in the space indicated below and returning the executed copy via email at your earliest convenience to Tom Hillgrove at tom.hillgrove@rinkmanagement.com.

RINK MANAGEMENT SERVICES

CORPORATION, a Virginia corporation

By:

Name: Thomas W. Hillgrove

Title: President

ACKNOWLEDGED AND AGREED TO:

THE BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA

Name:

Title: Vice Chancellor for Business and Finance

Michael J Zeleny

Error! Unknown document property name. 1

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of ________, 2025, by and among Sports Facilities Management, LLC, a Florida limited liability company (“Buyer”), and Rink Management Services Corporation, a Virginia corporation

(“Seller”).

Background

WHEREAS, Buyer and Seller have entered into that certain Asset Purchase Agreement, dated April 15, 2025 (the “Purchase Agreement”), whereby Seller is selling its right, title and interests in the Purchased Contracts (as defined in the Purchase Agreement) to Buyer;

WHEREAS, pursuant to the terms of the Purchase Agreement, Seller hereby desires to assign all of its right, title and interests in the Purchased Contracts, and Buyer desires to assume and pay, perform and discharge (or to cause its wholly-owned subsidiary to assume and pay, perform and discharge), the obligations under the Purchased Contracts.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. ASSIGNMENT AND ASSUMPTION.

Seller hereby conveys, assigns, sells, and transfers (collectively, the “Assignment”) to Buyer, effective as of the date hereof, all of Seller’s rights, title, duties, benefits, privileges, and interests, in legal and equitable, in and to the Purchased Contracts, and all of Seller’s burdens, obligations, and liabilities in connection with the Purchased Contracts, to the extent first arising from and after the date hereof. Buyer hereby accepts the foregoing Assignment, and assumes and agrees (or shall cause its wholly-owned subsidiary to assume and agree) to observe and perform all of the duties, obligations, terms, provisions and covenants, and to pay and discharge all of the liabilities of Seller in connection with the Purchased Contracts, to the extent first arising from and after the date hereof.

2. FURTHER ACTIONS.

Each of the parties hereto covenants and agrees to execute and deliver, at the request of the other party hereto, such further instruments of transfer and assignment and to take such other actions as such other party may reasonably request to more effectively consummate the

Assignment contemplated by this Agreement.

3. COUNTERPARTS.

This Agreement may be executed in counterparts, including counterparts executed or delivered by electronic transmission, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument. The parties hereto shall be permitted

Docusign Envelope ID: E12597BE-CFA6-4A4A-9B69-77B45FBB9440

Error! Unknown document property name. 2 to rely upon the signatures so transmitted to the same extent and effect as if they were original signatures.

4. MISCELLANEOUS.

The terms of the Purchase Agreement are incorporated herein by this reference.

Claims under this Agreement are subject to the limitations set forth in the Purchase Agreement.

This Agreement may only be modified, altered or amended by written agreement of Seller and

Buyer. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware. This Agreement shall be binding upon and shall operate to the benefit of the parties hereto and their respective successors and assigns.

[Signatures appear on the following page]

Error! Unknown document property name. 3

IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption

Agreement effective as of the date first set forth above.

RINK MANAGEMENT SERVICES

CORPORATION

a Virginia corporation

Name: Thomas W. Hillgrove

Title: President

BUYER

SPORTS FACILITIES MANAGEMENT, LLC,

a Florida limited liability company

Name: Jason Clement

Title: Founder, CEO

November 2, 2020

Tom Hillgrove Rik Management Services Corporation 9400 Charter Crossing, Ste. D Mechanicsville, VA 23116

RE: Operations Agreement – Intent to Extend

Tom:

This letter is to provide confirmation to Rink Management Services Corporation that the University of Nebraska-Lincoln (UNL) intends to exercise the option to extend the Operations Agreement of the John Breslow Ice Hockey Center an additional term of five (5). The Operations Agreement was commenced December 14th, 2015 for a term of five (5) years, therefore the additional term of (5) years would commence on December 15, 2020.

Thank you for your continued partnership.

Sincerely, William J. Nunez, Ph.D.

Vice Chancellor, Business and Finance

307 Canf ield Administration Bui lding/P.O. 880425/Lincoln, NE 68588-0425

(402)472-4455/FAX(402)472-7963

OFFICE OF THE VICE CHANCELLOR FOR BUSINESS AND FINANCE

Certificate Of Completion Envelope Id: 35FC50CA-6A17-4811-ACDB-3A08AA4F0382 Status: Completed

Subject: CW30196 - COVER SHEET.docx

Source Envelope:

Document Pages: 29 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 1 Anthony Taylor

AutoNav: Enabled

EnvelopeId Stamping: Disabled

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

1400 R Street

LINCOLN, NE 68588

ataylor68@nebraska.edu

IP Address: 35.223.106.21

Record Tracking Status: Original

5/2/2025 9:49:33 AM

Holder: Anthony Taylor ataylor68@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Thomas Hillgrove tom.hillgrove@rinkmanagement.com

President

Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style

Using IP Address: 73.216.78.58

Sent: 5/2/2025 9:52:12 AM

Viewed: 5/2/2025 1:47:23 PM

Signed: 5/2/2025 1:49:20 PM

Electronic Record and Signature Disclosure:

Accepted: 5/2/2025 1:47:23 PM ID: 29dca229-b913-468e-a7ae-b03438cb913d

Jordan Malone jordanmalone@unl.edu

Project Manager

University of Nebraska - Lincoln

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 129.93.161.210

Sent: 5/2/2025 1:49:22 PM

Viewed: 5/5/2025 8:52:04 AM

Signed: 5/5/2025 8:52:15 AM

Electronic Record and Signature Disclosure:

Accepted: 5/5/2025 8:52:04 AM ID: cd28818c-307e-4e4b-82d5-5935d2d5b0c8

Michael J Zeleny

MIKE.ZELENY@UNL.EDU

Vice Chancellor for Business and Finance

University of Nebraska - Lincoln

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 129.93.161.219

Sent: 5/5/2025 8:52:18 AM

Viewed: 5/5/2025 1:26:14 PM

Signed: 5/5/2025 1:26:44 PM

Electronic Record and Signature Disclosure:

Accepted: 8/15/2023 9:56:40 PM ID: 94bec322-c55c-43c1-bbc4-965e579c19e3

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Jordan Malone jordanmalone@unl.edu

Project Manager

University of Nebraska - Lincoln

Security Level: Email, Account Authentication (None)

Sent: 5/2/2025 9:52:11 AM

Electronic Record and Signature Disclosure:

Accepted: 5/5/2025 8:52:04 AM ID: cd28818c-307e-4e4b-82d5-5935d2d5b0c8

Jordan Malone jordanmalone@unl.edu

Project Manager

University of Nebraska - Lincoln

Security Level: Email, Account Authentication (None)

Sent: 5/5/2025 1:26:47 PM

Viewed: 5/5/2025 1:57:47 PM

Electronic Record and Signature Disclosure:

Accepted: 5/5/2025 8:52:04 AM ID: cd28818c-307e-4e4b-82d5-5935d2d5b0c8

Louis Lombardo louis.lombardo@rinkmanagement.com

Regional Manager

Security Level: Email, Account Authentication (None)

Sent: 5/5/2025 1:26:48 PM

Viewed: 5/5/2025 1:34:49 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/2/2025 9:52:11 AM

Certified Delivered Security Checked 5/5/2025 1:26:14 PM

Signing Complete Security Checked 5/5/2025 1:26:44 PM

Completed Security Checked 5/5/2025 1:26:48 PM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, NU Contracts+Ariba (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature

Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time

(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 5/16/2023 6:53:28 PM Parties agreed to: Thomas Hillgrove, Jordan Malone, Michael J Zeleny, Jordan Malone, Jordan Malone

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given

us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact NU Contracts+Ariba:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: richard.horner@nebraska.edu

To advise NU Contracts+Ariba of your new email address

To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at richard.horner@nebraska.edu and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from NU Contracts+Ariba

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to richard.horner@nebraska.edu and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with NU Contracts+Ariba

To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may;

ii. send us an email to richard.horner@nebraska.edu and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software

The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically

To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and

You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and

Until or unless you notify NU Contracts+Ariba as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by NU Contracts+Ariba during the course of your relationship with NU

Contracts+Ariba.

https://support.docusign.com/guides/signer-guide-signing-system-requirements https://support.docusign.com/guides/signer-guide-signing-system-requirements

1. ASSIGNMENT AND ASSUMPTION.
2. FURTHER ACTIONS.
3. COUNTERPARTS.
4. MISCELLANEOUS.
BUYER
2025-05-05T12:58:33-0700
Digitally verifiable PDF exported from www.docusign.com

File details come from the government source that posted it. Updated .