11-05-98 Special[IT¥ DF i]ELRR¥ BEggH
pe~Lroav'
100 N.W ls~ AVENUE · DELRAY BEACH FLORIDA 33444 · 407 243.7000
~Ul4me~ica City
CITY COMMISSION
1 c)c) ~
CITY OF DELRAY BEACH, FLORIDA
SPECIAL MEETING - THURSDAY, NOVEMBER 5, 1998
5:00 P.M. - TENNIS CENTER CLUBHOUSE 2nD FLOOR
SPECIAL MEETING AGENDA
(1) DOWNTOWN DEVELOPMENT AUTHORITY REFERENDUM
ELECTION: Canvass the returns and declare the results of the DDA
Referendum Election held on Tuesday, November 3, 1998.
(2) PROCLAMATION: Recognizing Frances Fontaine Bourque, recipient
of the 1998 Florida Arts Recognition Award.
(3) PROPOSED TENNIS TOURNAMENT CONTRACT
Please be advised that if a person decides to appeal any decision made by the City
Commission with respect to any mater considered at this meeting, such person will need
to ensure that a verbatim record includes the testimony and evidence upon which the
appeal is based. The City neither provides nor prepares such record.
THE EFFORT ALWAYS MATTERS
MEMORANDUM
TO: MAYOR AND CITY COMMISSIONERS
FROM: CITY Iq/~AGER~
SUBJECT: AGENDA ITEM - SPECIAL MEETING OF NOVEMBER 5, 1998
RESULTS OF DOWNTOWN DEVELOPMENT AUTHORITY REFERENDUM
ELECTION HELD NOVEMBER 3, 1998
DATE: NOVEMBER 5, 1998
The following question was put to the eligible voters of the City
of Delray Beach on the November 3rd General Election Ballot:
The "Delray Beach Downtown Development Authority Act"
through Chapter 98-503 expands the DDA area to include
properties lying generally west of Swinton Avenue, east
of Interstate-95, south of Northwest 1st Street, and
north of Southwest 1st Street; provides for a seven
member board with two terms commencing on July 1, 1999;
requires four members to meet ownership and tax payment
qualifications; requires four affirmative votes of the
board to take action.
SHALL THE ABOVE-DESCRIBED AMENDMENT TO THE "DELRAY
BEACH DOWNTOWN DEVELOPMENT AUTHORITY ACT" BE ADOPTED?
YES (For Approval) ........ 49
NO (Against Approval) ...... 19
Based upon the foregoing results, the Referendum Question
pertaining to the expansion of the Downtown Development Authority
boundaries and other matters has been approved by a majority of
the eligible electors of the City of Delray Beach voting at the
election held on November 3, 1998.
MOTION:
Move to approve the total votes for the DDA Referendum Election
and, based upon the above, it is hereby declared that the
Referendum Question pertaining to the expansion of the Downtown
Development Authority boundaries and other matters has been
approved by a majority of the eligible electors of the City of
Delray Beach, Florida, voting at the election held on November 3,
1998.
AMH/m ~ ~O
cc: City Manager
City Attorney
I~U,'-~5-199E~ 11:~9 FROI'I PBC SUP OF ELECTIOIIS TO ~15612453774 F'.gi
CANVASS GENERAL ELECTIC~ Page
02:06atll Nov L 1~8 PALM BEACH COUNTy, FLORIDA
NDVENBER 3, 1998
CITY OF DELRA¥ BEACH - ~EPERENDUM
Precincts Counted 11 100.00%
! Absentee Precincts CoUnted 3 ]00.00%
Registered Voters 370 ~00.00%
Be[Lots Ca~t 116 31.$5%
RESOLUT[O# NO. 49-98
A, YES FOR APPROVAL 49 72.06[
~. NO aGAINST APPROVAL 19 ~7.9G~
Precinct
0170 61 3 G.92
0172 97 32 3~.99 5 41.67 7 58.33
172A 40 l& 35.00 9 81.82 2 18.18
172B ~' 0 0.00 0 O.OD 0 O.OD
17~C ? 3 4E.86 ~ 100.00 0 0.00
17~D 2 2 100.00 0 0.00 0 0.00
o173 8& 39 &6.~3 17 70.83 7 29.17
0175 9 5 55.56 3 100.00 0 O.O0
0189 ~ 10 22.~ 6 ~.00 2 25.00
0190 22 2 9.09 0 0.00 0 O.OO
AO05 O 0 0.00 0 0.O0 0 O,QO
~023 0 ~ ---,-- 2 100.00 0 0.00
AOX7 0 3 ---.-- 2 100.00 0 O.O0
CITY CLERK
Post-It' brand tax transmit[al memo
TOTAL F'. O1
Memo
To: Alison MacGregor Harry, City Clerk
From: Celeste McDonough, Administrative Assistant
Date: November 4, 1998
Re: DDA Referendum. Unofficial Results
I called the Supervisor of Elections Office at 3:15 pm today to get the results of the Downtown
Authority's Referendum. Theresa LaPore was unavailable since she is currently working on preparing
the "official" results, which will have to be certified.
The employee I spoke to gave me the results verbally, which are as follows:
Approve 49 votes
Disapprove 19 votes
The official results of the referendum will be FAXED to us as soon as the results are certified. Just so
that you are aware, I passed this information to the City Manager.
· Page 1
MEMORANDUM
TO: David To Harden, City Manager
FROM: Alison MacGregor Harry, City Clerk~
SUBJECT: Special Meetinq for DDA Referendum Results
DATE: November 3, 1998
As you know, the DDA expansion referendum is being voted on
today. Section 5.05 of the Charter provides that the City
Commission must canvass the returns and declare the results of
the election not later than three (3) days after the election.
I had hoped we might have the returns in in time to add to
meeting tonight, but the Supervisor of Elections' office advises
the final, certified results will not be available until
Wednesday, November 4th, due to this being a general election
with quite a few issues on the ballot.
Therefore, you may want to let the Mayor and Commissioners know
that a special meeting will need to be called no later than
Friday, November 6th, for the purpose of canvassing the returns
and declaring the results of the DDA referendum. We need three
members for a quorum. It should only take a few minutes and can
be scheduled at any time that is convenient to the Commission.
Thank you.
AMH/m
cc: Susan A. Ruby, City Attorney
Nilza Madden, Executive Assistant
WHEREAS, FRANCES FONTAINE BOURQUE is a native FIoridian and the driving
force behind the creation of the Old School Square Cultural Arts Center in Delray Beach and the
restoration of the abandoned school buildings in which the facility is now located; and is now on
the National Register; and
WHEREAS, FRANCES FONTAINE BOURQUE was chairman and president of Old
School Square for 10 years beginning at its inception; and
WHEREAS, in 1990, she was appointed by Governor Chiles to the State Preservation
Board on which she continues to serve; and
WHEREAS, in February, 1993, she was awarded the Outstanding Volunteer for Palm
Beach County by the Sun-Sentinel with an accompanying grant of $10,000; and
WHEREAS, in May, 1993, she was awarded the Florida State Trust for Historic
Preservation Most Distinguished Service Award for the State of Florida; and
WHEREAS, in 1993, she was awarded Emeritus Citizen of the City of Delray Beach; in
October, 1996, she was named a Lifetime Board Member to Old School Square; in April, 1997,
she received the Palm Beach County Historical Society Judge James E. Knott Award; and
WHEREAS, FRANCES FONTAINE BOURQUE was presented the 1998 Florida Arts
Recognition Award by the Florida Department of State and the Florida Arts Council. This award
was presented for having demonstrated a significant contribution to the advancement of the arts
with her outstanding efforts in establishing the Old School Square Cultural Arts Center and
saving the 1913 and 1925 school buildings which house the facility.
NOW, THEREFORE, I, JAY ALPERIN, Mayor of the City of Delray Beach, Florida,
on behalf of the City Commission do hereby recognize and commend
FRANCES FONTAINE BOURQUE
for her outstanding contribution to the City of Delray Beach, Florida, and urge all citizens and all
community organizations to recognize and join in expressing our sincere thanks and heartfelt
appreciation to this outstanding citizen.
IN WITNESS WHEREOF, 1 have hereunto set my hand and caused the Official Seal of
the City of Delray Beach, Florida, to be affixed this 5th day of November, 1998.
MAYOR
JAY ALPERIN
SEAL
il/04/1998 15:59 561-243-7018 OLD SCHOOL S~UARE PAGE 01
I
~ Reunion Alumni of the ~y Beach High ,Ych~i
AH past Board Members of Old Sc'hrx~l Square
Florida Department of State
Division of Cultural Affairs
and
The Board of Directors
OM School Square Cultural Arts Center
Request the honor of your presence
as we present
FRANCES FONTAINE BOURQUE
with the
1998 Florida Arts Recognition Award
Prese.ted by
l~oda Levitt, Chairman ~ Florida Arts Council
FRIDAY NOI/EMBER 6, 1998 $:30 PM.
CREST THEATRE
51 iV. Swtnton A venue
Receptto. followmg R.S_ I/.P. by Nov. 4, 1998
Rose - 24~-7922
11/04/1998 17:13 561-243-7018 OLD SCHOOL SQUARE PAGE 01
School
Square
F~ g_(5~.!) 241-7018 PHO~ ~ ~561) 243-7922
TOT~ ~ER OF P~GES
~ YOU DO NOT ~CEI~ ~L PAGES, PLEBE
C~L (~61) 2~-7922 AS SOON AS POSSmLE
THE ORIGINAL OF THIS DOCUMENT:
WILL NOT BE SENT UNLESS REQUESTED
WILL BE SENT REGULAR MAIL
rip
Rev. 4197
Old ~ Square, Inc.
51 North Swinton Ave.
Delray Beach, Florida 33444
(561) 243-7922
ll/04/lggB 17:13 581-243-7018 OLD SCHOOL SOUARE PA6E 02
Old
~ FOR ~E~I~TE ~LE~SE Octob~ 22, 1998
' Cont~t: C~ti SP~8~
~ · ~ · A [ OldSch~l Squ~e
A ~ T [ C i N T ~ ·
Adminis~afion Lin~: (561) 243-7922
F~CES BOURQ~ TO ~CEIVE ~O~DA ~TS ~COG~TION
AW~ NOVE~R 6
DELRAY BEACH--The Florida Department of State and the Florida Arts
Council and will present Frances Fontaine Bourque with a 1998 Florida Arts
Recognition Award November 6 at Old School Square. The award presentation will
take place at 5:30 p.m. in the Crest Theatre.
The Florida Arts Recognition Awards recognize initiative, leadership or
excellence in supporting culture in Florida. Bourque is being presented the award for
having demonstrated a significant contribution to the advancement of the arts with her
outstanding efforts in establishing the Old School Square Cultural Arts Center and
saving the 1913 and 1925 school buildings which house the facility. Nominations for
the award are reviewed by the Florida Arts Council and then approved by the
Secretary of State.
Other 1998 recipients of the award are the Darden Restaurants Foundation and
Darden R~staurants and The Quincy State Bank.
5t North Swinton
{561) 243-7022
11/04/1~8 17:13 561-243-7018 OLD SCHOOL SQUARE PAGE
-2-
The Nov. 6 evening also welcomes back to Old School Square all past Board
members and the 50~' reunion alumni of the Delray Beach High School. In addition,
the evening marks the completion of historic preservation of the facilities and the
restoration of Old School Square. Nine new classrooms are now complete.
Restored from its mots as Delray Elementary (c. 1913) and Delray High
School (c. 1925), Old School Square has been central to the revitalization of
downtown Delray Beach. The restored facility houses the Comell Museum and the
Crest Theatre where world class performances and exhibits continue to enrich the
For more information, call Old School Square at (561) 243-7922.
11/84/1998 17:13 561-243-7818 OLD SCHOOL SOUARE PAGE 84
FOR IMMEDIATE RELEASE October 22, 1998
Contact: Christi Sprungcr
Old School Square
Administration Line: (56 l) 243-7922
FRANCES BOURQUE
BIOGRAPItICAL INFORMATION
A Florida halve, with over 20 years experience in community project
involvement, 10 of those in historic preservation, Bourque was the driving force
behind thc creation of the Old School Square Cultural Arts Center in Delray Beach
and the restoration of thc abandoned school buildings (c. 1913 and c. 1925) in which
the facility is now located.
Bourque was chairman and president of Old School Square for l 0 years beginning
at its incvption. The four-acre site is listed m the National Register of Historic Places.
In 1990, she was appointed by the Florida Secretary of State Jim Smith to the
State Advisory Council for Historic Preservation. She was elected chair in April of
1994.
In 1990, she was appointcd by Govcmor Chiles to the State Preservation Board on
which she continues to serve.
In February, 1993, she was awarded thc Outstanding Volunteer for Palm Beach
County by the Sun-Sentinel with an accompanying grant of $10,000.
In May, 1993, she was award~xt thc Florida State Trust for Historic Preservation
Most Distinguished Service Award for the State of Florida.
In October 1993, she was awarded Emeritus Citizen of the City of Delray Beach
In October 1996, she was named a Lifetime Board Member to Old School Squarc.
In April 1997, she received thc Palm Bcach County Historical Society Judge
James E. IG~ott Award.
She has a B.S. from St. Louis University.
Old Sch(x)l Squalm, Inc.
51NOflh ~ ,4,ye.
odmy B~K~, ~ ~
(6el) 243-7~
LOCAL
PAGE
Sun-Sentinel, Fdday, November 6, 1998 Section B
Delray OKs new tennis event
By. Worldwide men's tournament
ers,date to attract more top-quality plaY-officials said.
s.-, w,~, "Our wish has always been to bring
D , .AY B AC.-- For years, t,e to cost city about $1 million big-time tennis to Delray Beach," said
city was host to the top women's tour- Brahm Dubin. the tennis center's
nament at its Tennis Center -- the manager.
Virginia Slims tour. The city will have to pay more than .fessional, mid-level players to cities In September, the United States
Now it will host a part ofthe largest $1 million over four years to hold the ali over the world -- but mainly in Tennis Association chose the Delray
worldwide men's tournament, event, in conjunction with Palm Europe. Beach Tennis Center over other are-
The City Commission on Thursday Beach County, under the contract The Delray Beach stop will draw nas in New Orleans and Fort Worth,
unanimously approved a 10-year con- terms, the event for a nine-day period each Texas, to host the Davis Cup.
tract with Match Point Inc. of Coral The contract is subject to approval year during the next 10 years, under But the United States team lost the
Springs, a promoter of the interna- by the tour's organizers, the contract terms, semifinals to Italy, and the event was
tional Association of Tennis Profes- The $80 million tour lasts from Jan- The event will come to the city first
sionals tour. nary until November, attracting pro- in May, but will switch to a March PLEASE SEE T~##l~/58
TENNIS
FROM PAOE tB The USTA's selection*of Del- rooms and spend money in res- ration for $100,000 each year.
ray for the Davis Cup opened the taurants and shops. The company that buys the
Delray, county door for the ATP tour. officials The city and county will pay tennis center's name could then
said. more than $1.2 million in start- market the name nationally and
will share cost Wh,e city and county officials up costs, internationally through the ten-
had the Davis Cup tour to gener- The city will pay $225,000 the his tournament. City Manager
of gettingevent ate $15 million from tourists and first year, $275,000 the second David Harden said.
other visitors, they hope for even and third years, and $250,000 the The county has agreed to con-
held there instead, more money from the ATP tour's fourth year to Match Point for tribute $85,000 in each of the
"We won the bid for the Davis 10-year run. holding the event, first three years of the event, of-
Cup over some pretty impressive Dubin estimated the ATP tour The city hopes to recoup some ficials said.
cities," Mayor Jay Alperin said. could generate about $6.5 mil- of its investment by selling its Match Point also plans to
"Now. what we're adding is the lion in revenue each year from rights to the name of the Delray move its offices to Delray Beach,
top men's tournament." visitors who will pay for hotel Beach Tennis Center to a corpo- officials said.
AGREEMENT BETWEEN THE CITY OF
DELRAY BEACH AND MATCH POINT, INC.
THIS AGREEMENT, made and entered into this 5th day of November, 1998, by and
between the CITY OF DELRAY BEACH, FLORIDA ("CITY"), a Florida municipal corporation,
and Match Point, Inc. ("MP"), a Florida corporation.
WITNESSETH:
WHEREAS, MP desires to promote an annual professional tennis event sanctioned by the
ATP Tour, Inc. ("ATP") (the "Event") to be held at the Delray Beach Municipal Tennis Center,
which consists of real property, tennis courts, a stadium court, a two-story building, a ticket office
and other improvements identified in a drawing named Phase 3 Site Plan of the Delray Beach Tennis
Center dated August 29, 1994, and described in the attached Composite Exhibit "A," which is
incorporated herein by reference ("Tennis Center"), together with any other improvements or
additions to the Tennis Center including, without limitation, the acquisition and development by the
CITY of any adjacent real property for the purpose of the expansion of the Tennis Center after the
date of this Agreement, located in Delray Beach, Palm Beach County, Florida; and
WHEREAS, the CITY is desirous of having the Event take place at the Tennis Center and
will fully support and cooperate with MP in conducting a first class, professional sanctioned ATP
event; and
WHEREAS, the Event will be part of the ATP Tour, which is a series of men's professional
tennis tournaments played over a period of approximately nine to ten days;
WHEREAS, the Tennis Center is a full service tennis facility with approximately 8,200
permanent seat stadium court, which will be converted from clay to a hard court surface agreeable
to MP and the ATP as set forth in this Agreement before the Event in the year 2000; has fifteen clay
courts, four cushion courts, and which has first class amenities and has hosted numerous tennis
Events throughout the years, including the USTA Satellite Events and the Virginia Slims of Florida
Legends Event;
WHEREAS, it is the intent of both the CITY and MP that MP will stage the Event annually
at the Tennis Center during the term of this Agreement;
WHEREAS, the CITY has designated Brahm Dubin and Associates, Inc. ("Designee") as
its authorized representative for the purpose of implementing this Agreement and Dubin or his
successor designee is authorized to act as liaison on behalf of the CITY; and
WItEREAS, MP understands that Coca-Cola Enterprises, Inc. (Coca-Cola) has exclusive
pouting fights at the Tennis Center and MP shall not enter into any agreements that would be counter
to Coca-Cola's pouring fights in the City,
NOW, TItEREFORE, in consideration of the mutual premises, covenants and agreements
contained herein, the parties hereby covenant and agree as follows:
ARTICLE 1
Grant of License
1.01. GRANTAND TERM.
The foregoing recitals are hereby incorporated. CITY hereby grants to MP an exclusive and
transferable license for professional tennis events under the terms and conditions set forth herein (the
"License"), and MP hereby accepts such License from CITY under the terms and conditions set forth
herein to use, manage and operate the Tennis Center for the staging of a nine or ten day (including
qualifying rounds) ATP World Series Designated Event beginning May 1, 1999 and thereafter an
ATP World Series Free Week Event to occur on dates determined by the ATP Tour provided such
dates occur during the months of November through and including April for the years 2000 through
2008 and for the year round occupancy and use of office space as described below in Section 1.04
(M) and (Q). No later than September 30 of the year proceeding the date of the Event, MP will
notify the CITY of the precise date of the Event for any particular year of the Event. The Term of
the License is for approximately ten (10) years and shall specifically be from the date of execution
of this Agreement until sixty days (60) days following the conclusion of the Event in the year 2008,
unless earlier terminated as provided in this Agreement. This Agreement is not a purchase
agreement and should be construed by a court of competent jurisdiction to be a license agreement
only, except for the fights of occupancy and use of real property as set forth herein. The License
does not grant, nor is MP receiving, any fights to any real property owned by the CITY nor any
property interest except as set forth in this Agreement.
1.02. EXCLUSIVE LICENSE TO MP
The license is exclusive for the purpose of the Event and the City shall not hold any other
women's or men's professional tennis event or exhibition with professional tennis players ninety
(90) days before or ninety (90) days after the Event provided, however, the CITY shall not be
prohibited from holding: (i) a Chris Evert Charity Event so long as it occurs in December; (ii) a
Davis Cup or Federation Cup event so long as either occurs in December; (iii) amateur tennis events
so long as they do not occur within ten (10) days before the Event or five (5) days after the Event;
(iv) Nuveen Tour events as presently set forth in the contract between Net Assets and BJCE, Inc.
(collectively "Net Assets") and the CITY ( the "Nuveen Event") that may occur by contract in the
month of February for the years 1999 and 2000; and (v) another charitable tennis event in the
CITY's sole discretion. This exclusive use provided shall not prohibit the CITY from using or
licensing the Tennis Center for other purposes, except as prohibited above.
2
1.0.3. CORPORATE REPRESENTATIONS AND WARRANTIES.
MP hereby represents that it is a corporation, duly organized and in good standing under the
laws of Florida and that it has the corporate power and authority to carry on its business as
contemplated by this Agreement. This Agreement constitutes a legal, valid and binding obligation
of MP.
CITY hereby represents and warrants that it is a municipal corporation in good standing
under the laws of Florida and that it has the power and authority to grant this license and conduct
its business as contemplated by this Agreement. This Agreement constitutes a legal, valid and
binding obligation of CITY.
1.04. EVENT STRUCTURE.
CITY acknowledges that MP is a World Series Division member of ATP and desires to assist
the successful and professional production of the Event in Delray Beach, Florida at the Tennis
Center. CITY agrees to use its best efforts to promote and assist the organization and promotion of
the Event in a first class, professional manner. Notwithstanding the foregoing, the Parties agree that
MP shall ultimately be responsible for the management and operation of the Event.
1.05. FACILITIES PROVIDED BY CITE
CITY represents and warrants that the Tennis Center complies with all applicable laws and
regulations, including without limitation the American with Disabilities Act ("ADA"), and agrees
to provide the Tennis Center and surrounding parking under the terms and conditions of the License
at no cost to MP, unless otherwise specified, including without limitation, the following:
A. The Tennis Center and Stadium Court. The current stadium tennis court has
permanent seating for approximately 8,200 seats, and the CITY shall provide and
install seat covers for up to approximately 4,000 seats at MP's direction, and the
parties acknowledge up to 4,000 seats may be unused during the Event. MP
acknowledges that it has toured the Tennis Center and that no further changes
presently are required to be made to the stadium or Tennis Center except otherwise
provided in this Agreement. CITY shall prepare and maintain the tennis courts,
buildings and grounds of the Tennis Center seven (7) days prior to and during the
Event, including landscaping, in accordance with or the then existing ATP
Standards, specification or rules as applicable.
B. On the stadium court, a quality public address system (to include a multiple cd
player, 2 cordless microphones and microphone stand), solid vinyl backdrops, seating
for photographers, adequate color corrected lighting for a professional Event and
television needs as they may exist from time to time, with a minimum of 100 candle
power evenly distributed according to ATP standard measurements, a T.V. tower
and platform for a 5-camera production and adequate electricity for television
broadcast production. MP has inspected the foregoing systems or equipment and
same are provided but maintenance by CITY is expected by the parties hereto. In
addition, CITY shall at its expense design, construct and install a Draw/Sponsor
Board substantially similar to and approximately three quarters (~A) of the size of the
picture attached hereto as Exhibit "B" and placed at a mutually agreed upon location
no later than April 1, 1999.
C. For the 1999 Event, two additional show clay courts with a public address system,
solid vinyl backdrops, ample seating for photographers and temporary lighting at a
minimum of 100 candle power according to ATP standard measurements. Thus, for
the 1999 Event there shall be a total of fifteen (15) clay courts and four (4) hard
courts. For the 2000 Event and thereafter, two additional show hard courts (instead
of two show clay courts) with a public address systems for each court, solid vinyl
backdrops, adequate seating for photographers and temporary seating for
approximately 100 and 500 persons, respectively, in 1999 and thereafter.
D. For the 2000 Event and thereafter, in addition to the stadium court and two show
hard courts and an additional four (4) practice hard courts, for a total of seven (7)
hard courts in accordance with the then existing ATP standards, specifications or
rules. All tennis courts to have sufficient cold water supply, electrical outlets, tables,
chairs and sufficient gate access. Thus, for the 2000 Event, there shall be fourteen
(14) clay courts and seven (7) hard courts.
E. Two extra substitute nets, net posts, ten pairs of single sticks and six umpire chairs
with umbrellas; plywood boards (court color): (i) for support of all umpire's chairs
(6 ~ 4' x 4'), and (ii) lines person's chairs (60 ~ 2' x 2'); and twelve (12) solid vinyl
dark green windscreens for qualifying courts; six score cards (flip cards) for the six
qualifying courts; and four (4) word scoreboards for show courts with letters and
numbers; in the stadium court, end court and side court signage attachments; and an
end court barrier 5-feet high and a side court barrier 3-feet high. Side court barriers
should be based on sight lines.
F. Clearly numbered seating and sufficient dividers for box seats and sufficient room
dividers for gymnasium.
G. Installation and maintenance of approximately 150 international flags selected
throughout the Tennis Center, including in the stadium court, food court and entrance
to Tennis Center, if same is permitted by City ordinance. To the extent the
placement and location of any flags requires a waiver from the City ordinance, the
CITY will annually seek such a waiver as may be allowed by City ordinance.
4
H. Sufficient short term parking for ticket purchasers and drop-off/pick-up of public,
traffic control immediately adjacent to ticket office at the Tennis Center. Sufficient
parking for VIP box holders, media, players, sponsors, ticket holders, public and
volunteers. During the Event, the CITY shall provide MP with access to and use of
parking identified in Exhibit "C" attached hereto as "CITY/CRA Owned" parking.
The CITY will use its best efforts to obtain the parking identified in Exhibit "C" as
"County Owned" and "Privately Owned" parking for the Event and, if obtained,
provide MP the use of such additional parking.
I. Electrical power, water supply and space sufficient for the Event including, but not
limited to, two (2) television tracks and space for related personnel tent (20' x 20'),
area lighting and parking for television tracks, tents, hospitality and concessions.
J. The construction of two (2) program sales stands (the "Stand") (to be designed by
MP and approval by the CITY) and sufficient space for tents, food, and beverage
concessions, merchandise sales and other vendors, based on specifications or layout
submitted by MP unless objected to by the CITY. If the CITY objects to any layout
or the design of the Stand, the parties shall mutually agree upon the location for or
the design of same as the case may be. If the CITY fails to object to any layout or
the design of the Stand as submitted by MP within five (5) days of the date any
layout or the design of the Stand is received at the CITY, then any such layout or
design of the Stand shall be deemed approved by the CITY.
K. Restroom facilities for the general public and VIPs. CITY shall supply adequate
supplies for the restroom facilities, including without limitation paper, soap and
cleaning supplies. MP shall utilize said supplies and maintain the restroom facilities
during the Event.
L. Use of the Tennis Center's professionally maintained courts for practice, clinics, a
pro-am Event, junior event and sponsors during the Event. Reasonable additional
use by MP's staff during the year will be allowed upon CITY's approval.
M. Use of the air conditioned Community Center described hereinafter adjacent to the
Tennis Center at least two (2) days before the Event through one (1) day after the
Event by members of the press, radio and television representatives, umpires, ball
persons, volunteers, players, MP staff and/or as a hospitality area for sponsors and
VIP's. The specific areas of available for use in the Community Center are cross-
hatched on the diagram attached as Composite Exhibit "D."
N. Use of locker rooms and players lounge providing adequate hot showers, relaxation
areas, masseuse and training room with lockable top cabinets and hand sink for the
players before and a.qer matches, said facilities to include sufficient lighting and air
conditioning. In addition, an area in the gymnasium facility will be designated for
volunteers, officials and ball persons.
O. Necessary signage within the CITY to direct the general public to the Tennis Center.
This shall include directional pole signage for traffic with name and logo of the title
sponsor included. Also, CITY shall provide on-site directional signage for parking,
restrooms, hospitality, tents and other amenities. The CITY agrees to seek Florida
Transportation Department permission for temporary signage on 1-95 to direct
persons to the Event and the CITY will use its best efforts to obtain Palm Beach
County's cooperation and assistance with respect to 1-95 signage for the Event and
signage on County roads to direct persons to the Event.
P. A ticket sales office at the main entrance to the facility.
Q. Year round exclusive access, use and occupancy by MP of the existing air-
conditioned event office/ticket building (the "Office"), pre-wired for telephones,
Interact, fax and electricity, so long as the Event is held at the Tennis Center and MP
has the ATP sanction for the Event. The Office is identified in Exhibit "E" attached
hereto and incorporated by reference. Match Point acknowledges the City may face
a claim from Net Assets that the Nuveen Event is entitled to use the Office. CITY
shall install and maintain painted sign of the name of the Event upon reasonable
notice fi.om MP designating the office on the outside of the office as mutually agreed
upon by the parties. The CITY shall have the right to temporarily use the east
portion of the Office consisting of the ticket area and the east room immediately
adjacent to the ticket area for other tennis events described in Section 1.02 or for
other non tennis events herein upon prior thirty (30) days written notice to MP. In
the event the CITY seeks use of the Office (except as provided in the foregoing
sentence) or in the event within thirty (30) days of this Agreement the Nuveen Event
is not terminated in writing by the Net Assets or upon written agreement between the
City and the Net Assets (with a copy of such document provided to MP), the CITY
shall provide written notice to MP to vacate the Office provided, however, the
vacancy shall not occur until ninety (90) days after written notice from the City to
MP and there shall not be any such notice later than one hundred twenty (120) days
before any Event. If Net Assets asserts a claim to the Office and the CITY can locate
Net Assets to other office space without interruption to MP's use and occupancy of
the Office, no vacancy of/vIP will occur. From the date of any vacancy by MP, the
City shall pre-pay on an annual basis to MP for the remainder of the Agreement so
long as the Event is held at the Tennis Center the fair market value of 1,500 square
feet of Class B office space located within Delray Beach, plus real estate taxes and
common area maintenance associated with any such lease as follows: (i) as mutually
agreed upon between the parties, or (ii) by the CITY selecting an appraiser, MP
selecting an appraiser, and each of those appraisers selecting a third person to
determine the reasonable value of the aforesaid costs of such space. CITY further
6
agrees to pay MP on the date of the start of any MP vacancy as described above from
the office a sum not to exceed $10,000.00 for printing, moving and advertising costs
expected to result due to the change in location or address of MP.
R. CITY shall provide suitable flooring for exhibition booths on each side of the
entrance of the Event with a distance of approximately 160 linear feet and with a
width of approximately 10 feet. CITY agrees to move the fence blocking the
entrance of the office to a location acceptable to MP and CITY.
S. Provide reasonable access to golf tee times and a reasonable number of carts at the
Delray Beach Golf Club for professional tennis players and sponsors selected by MP
throughout the term of this Agreement with such persons as may be approved by golf
course manager, and during the Event, three (3) utility golf carts for use by MP
during the Event.
T. During the Event, personnel to recruit and manage the ball person program in
association with MP, one (1) liaison person designated by the CITY to assist in and
implement the CITY's administrative duties during the Event. CITY to pay MP
within thirty (30) days of the submission of any invoice to the CITY of MP's actual
cost, but not to exceed $7,500.00, for MP's operations personnel during the Event,
to be hired and supervised by MP in its sole discretion.
U. One licensed electrician and one licensed plumber available on site at MP's request
for set up and for maintenance needs throughout the Tennis Center for the Event
including, without limitation, installation and removal of decorative white lights in
the trees in the Tennis Center; temporary wiring; electrical outlets; 220v in retail and
vending areas; installation and provision of hot water heaters, sinks and holding tanks
for water disposal at hospitality areas, exhibition booth areas, vendor compound and
for concessionaires as needed per MP's request, if required by law, role or regulation
and at CITY's cost, and thereafter as needed during the Event and following the
Event for necessary tear down of temporary electric and plumbing installations.
V. Teaching tennis professionals to assist with the organization of clinics, Kid's Day
and the Pro Am.
W. The stadium court as a professional clay surface during the 1999 Event and thereafter
a hard show court surface to the then existing ATP standards, specifications or roles.
X. All necessary CITY permits. The CITY shall also use its best efforts to obtain a beer
and wine license for each year of the Event. In addition, CITY agrees to use its best
efforts to obtain the greater of a beer and wine license and a full liquor license for
sale of all alcoholic beverages during the Event. CITY will immediately seek to
obtain a beer and wine license and a full liquor license for the Tennis Center and
apply for same within ten (10) days of the date of the Agreement to the appropriate
authorities. If the CITY is unable to obtain either license, MP shall then use its best
efforts to obtain same.
Y. Approximately fifty (50) 1FB telephone lines where needed by MP, with dial-tone
and ready for plug in use one (1) week before the Event and a sufficient number of
pay phones for general public use during the Event.
Z. Wood flooring for tents, appropriate for a first class reception/food court area,
covering two unused tennis courts at the Tennis Center.
AA. Two (2) industrial vacuums, six (6) fire extinguishers or more as required by any
code or the fire marshall and a storage area consisting of approximately 800 square
feet located at the Tennis Center.
BB. In the event the Tennis Center is not in compliance with the ADA, the CITY shall be
responsible for bringing the Tennis Center into compliance with the ADA at no
expense to MP.
CC. CITY shall collect and dispose of all refuse and garbage including, without
limitation, water and grease in holding tanks on a daily basis or as needed, if required
by any applicable laws, ordinances and health codes.
DD. The CITY covenants and warrants that the Tennis Center shall remain and be
maintained in as good a condition as the Tennis Center is as of the date of this
Agreement, normal wear and tear excepted.
1.06. (~ITY MARKETING SUPPORT.
A. CITY will at no cost to MP assist the promotion of the Event by using its available
marketing resources which may include advertising, newsletters to tennis center
members, brochures, and other printed materials, such as authorized by MP. The
CITY is not required to create new advertising programs.
B. MP shall provide a revocable license to CITY for the use of the Event name and
logo, including photographs for the purpose of promoting its association with the
Event, but shall have no ownership interest in any intellectual property rights which
may arise fi.om the Event, including without limitation the Event name and logo. All
advertising and promotional materials pertaining to the Event must be preapproved
in writing by MP for purposes of quality control, which shall not be unreasonably
withheld. The CITY may not use photographs, biographies, or any Event materials
in any way which could be interpreted as an endorsement of the Tennis Center or
CITY by a player, without such player's prior written consent or MP's consent as the
case may be.
C. CITY shall be the Host Site Sponsor and shall have the right and responsibility to be
the designated originator of Host Site Co-Sponsors as provided in the Composite
Exhibit "F." To avoid any conflict between like businesses, the CITY shall obtain
MP's written consent, which shall not be unreasonably withheld, to any Host Site
Co-Sponsors of CITY. If for any reason the Event is not televised, MP shall pay
CITY $25,200.00 as a refund toward lost advertising. Notwithstanding the
foregoing, MP shall not be obligated to pay the CITY the $25,200.00 sum where any
such failure or inability to televise the Event was caused by casualties, acts of God,
material shortages, war, weather, utilities blackout, water shortages, governmental
regulation, strikes or labor disputes, or MP's inability to secure necessary
governmental permits at, er a reasonable effort by MP to so obtain said permits, if
any.
D. Naming Rights and Co-Host CITY Sponsorships shall be governed by section 3.01.
1.07. CITY'S RESPONSIBILITY TO CONTROL PREMISES.
CITY shall be responsible for the security and crowd control at the Tennis Center and at all
times reserves the right to eject or cause to be ejected from the premises any person or persons
violating or to keep persons from violating any of the rules or regulations of the Tennis Center or
any city, county, state or federal laws.
ARTICLE 2
NIP's Rights. Responsibilities and Obligations
2.01 OR G~4NIZ,4 TION.
MP shall retain full control over the Event including, without limitation, the presentation,
structure, quality and all other elements of the Event other than those items specifically reserved to
CITY in this Agreement. MP is responsible for the following elements which shall be included as
expenses of the Event:
A. Tm-key management of the Event;
B. Securing the professional players to play in the Event;
C. Developing and implementing MP's Marketing Plan, including but not limited to the
following (i) print and electronic advertising; (ii) promotional materials; (iii) direct
mail; (iv) telemarketing; (v) merchandising; and (vi) licensing;
9
D. Contracting with the umpires and lines people;
E. Scheduling of matches;
F. Soliciting sponsors both on an area and local basis which may include national and
regional sponsors;
G. Development of the Hospitality Program;
H. Ticket sales;
I. Development ora Volunteer Program;
J. Selecting charities in association with CITY's input;
K. Television production and distribution;
L. Public relations;
M. License merchandise sales;
N. Medical services (to be furnished by other persons);
O. Box office;
P. Tennis clinics and Pro Am schedule;
Q. All other elements required to present a first class, professional Event and not
identified as a CITY responsibility;
R. Professionally managed food concessions, catering and VIP entertaining, subject to
Section 2.03 of this Agreement.
S. MP shall pay eighty percent (80%) of electric charges for the Office, if the office is
separately metered, and all telephone charges whatsoever for the Office referred to
in paragraph 1.04(Q) herein.
2. 03. CONCESSION RIGHTS OF MP.
MP or any person, fu'm or corporation with whom it contracts (together for purposes of this
paragraph "Concessionaire") may sell food, beverages, alcoholic beverages, confections,
refreshments, products, items sold at retail and Event related novelties (together the Concession
Items). With prior approval fi'om the CITY, Concessionaire may provide temporary structures for
10
the sale of Concession Items at the expense of the Event or Concessionaire. In providing the
concession service, Concessionaire shall comply with the following provisions provided, however,
that MP shall remain ultimately responsible to CITY for all obligations required of the
Concessionaire:
A. Concessionaire shall, prior to commencing any activities, obtain any and all permits
and licenses that may be required in connection with the sale of Concession Items.
Required CITY licenses and permits shall be granted at no cost to Concessionaire or
MP.
B. All Concession Items sold or kept for sale shall be first class and quality, in
accordance with the Department of Health requirements, shall conform to all federal,
state, county, and municipal laws, ordinances and regulations in all respects.
C. Concessionaire shall not sell or give away or otherwise dispose of any commodity
which in the opinion of CITY may cause undue litter.
D. Concessionaires shall have the option to sell beer and wine at the Tennis Center and
all alcoholic beverages, if such permission is obtained by CITY or MP. Sale of beer
and wine must comply with all federal, state, county, and municipal laws, ordinances
and regulations and must be properly licensed by the State of Florida. All alcohol
licenses shall be displayed in a conspicuous place at the Tennis Center. MP shall be
solely responsible for timely reporting and remitting the appropriate retail surcharge
on the alcoholic beverages sold for consumption to the Division of Alcoholic
Beverages and Tobacco. MP shall strictly comply with all rules and regulations
established by the Division of Alcoholic Beverages and Tobacco of the State of
Florida and any other applicable statutory and regulatory regulations.
E. Concessionaire may, at its expense, furnish additional equipment and fixtures to be
utilized in the concession. Concessionaire shall submit plans and specifications
concerning fixtures and equipment to CITY for approval prior to installation of any
items, which shall not be unreasonably withheld. Withing five (5) days of delivery
of any Concessionaire plans and specification to the City, the City will inspect such
plans and specifications for City code and regulatory compliance. If the CITY
objects to any such plans and specifications, the parties shall mutually agree upon
same. If the CITY fails to object to any such plans and specifications as submitted
by Concessionaire within five (5) days of the date any such plans and specifications
are received at the CITY, then any such plans and specifications shall be deemed
approved by the CITY. For the purpose of this Agreement, "fixture" shall be def'med
as anything annexed or affixed to a building or structure or which appears to be so
affixed or annexed, regardless of whether it is capable of being removed.
11
F. The Concessionaire shall provide ail maintenance, repair and service required on all
equipment used in each concession.
G. Concessionaire shall keep all fixtures, equipment and personal property, whether
owned by Concessionaire or CITY, in a clean and sanitary condition and shall
cleanse, fumigate, disinfect and deodorize as required and whenever necessary to do
so under the applicable legal standards. All janitoriai services necessary in
concession area shall be provided by Concessionaire at Concessionaire's expense.
H. CITY agrees to supply at its expense a sufficient number of decorative ashtrays and
refuse containers, with plastic waste bags, throughout the Event. MP shall provide
personnel to maintain the Tennis Center during the Event and to empty said refuse
containers as needed in the Tennis Center's central waste depository.
I. If the concession is operated by a person, firm or corporation other than MP, such
person, firm, or corporation shall at all times maintain workers' compensation
insurance coverage for ail employees which it employs within the areas and facilities
covered by this Agreement, together with the policy or policies of public liability and
products liability insurance and provides limits of at least One Million
($1,000,000.00) Dollars for combined single limit coverage; provide liquor liability
insurance with limits of at least One Million ($1,000,000.00) Dollars and provide fire
legal liability in the amount of Five Hundred Thousand ($500,000.00) Dollars. Such
policies shail provide that they will not be canceled or amended without at least ten
(10) days written notice to the Risk Manager of CITY and shall name CITY, its
officers, agents and employees as additional insured.
J. All contracts with Concessionaires shall contain the requirements set forth in section
2.03.
2. 04. REPAIR. REPLA CEMENT AND MAINTENANCE.
During the term of this Agreement, MP shall pay ail costs for cleanup, repair and replacement
and all damages of whatever origin or nature, for which its employees are directly responsible,
ordinary wear and use thereof only excepted, in order to restore the Tennis Center to a condition
equal to the condition at the time MP occupies the Tennis Center. MP shail be responsible for clean-
up of the Tennis Center during and after the Event, except as otherwise provided herein. If at any
time CITY determines that the clean-up services provided by MP are not adequate or that said
services endanger public heaith and safety, CITY shall provide these services after providing MP
within forty-five (45) days of written notice of any such failure by MP and MP shail reimburse CITY
for the costs of providing these services.
12
2.05. INSURANCE.
MP shall provide CITY with proof of insurance covering MP's activities, including its
operation of the Event. MP agrees to carry full insurance coverage for the Event and all other
activities connected with this Agreement and the types and at the minimum amounts listed below:
Comprehensive General Liability including: Broad Form Contractual, Automotive,
Personal Injury, Advertising Liability, Spectators Liability; Five Million
($5,000,000) Dollars combined single limit per occurrence, Employer's Liability;
Five Million ($5,000,000) Dollars per occurrence; Workers' Compensation Insurance
coverage for all employees which it employs within the areas and facilities covered
by this Agreement; Liquor Liability Insurance with limits of at least Five Million
($5,000,000.00) Dollars; Fire Legal Liability in the amount of Five Hundred
Thousand ($500,000.00) Dollars.
Such policies shall provide that they will not be canceled or amended without at least ten (10) days
written notice to the CITY's Risk Manager. CITY, its officers, agents and employees shall be named
as an additional insured on the policies.
ARTICLE 3
Payments and Other Financial Rights and Responsibilities
3.01 CITY PAYMENTS TO MP.
A. 1999 I~vent - CITY shall pay MP $225,000.00 as follows: $75,000 seven (7) days
after execution of the Agreement and the balance of $150,000.00 in six (6) equal
monthly installments of $25,000, payable on the first day of each month from
December 1, 1998 through May 1, 1999.
B. 2000 Event - CITY shall pay MP $275,000.00 as follows: ten (10) equal monthly
installments of $27,500.00, payable on the first day of each month from June 1, 1999
to March 1, 2000.
C. ~ - CITY shall pay MP $275,000.00 as follows: twelve (12) equal monthly
installments of $22,916.67, payable on the first day of each month from April 1,
2000 to March 1, 2001.
D. ~ - CITY shall pay MP $250,000.00 as follows: twelve (12) equal monthly
installments of $20,833.33, payable on the first day of each month from April 1,
2001 to March 1, 2002.
E. ~ - The CITY and MP may sell the Naming Rights (as hereinafter
defined) and provided further if the CITY sells such rights through the 2002 Event,
13
the CITY need not obtain the written consent of MP. However, MP must obtain the
CITY's consent, which shall not be unreasonably withheld, whenever MP sells the
Naming Rights. Starting one (1) day after the 2002 Event, the CITY and MP may
sell the Naming Rights for the following years of the Event. The CITY does not
need MP's written consent, so long as the price for the Naming Rights is in excess
of a cash payment of $125,000.00 on an annual basis for each Event increasing in
price by a minimum of the annual cost of living increase as published by the U.S.
Government. If the selling price of the Naming Rights is less than $125,000.00 per
year, the CITY must obtain the written consent of MP, which shall not be
unreasonably withheld. Also, MP may sell the Naming Rights for the 2003 Event
and thereafter with the CITY's consent as to the amount to be received, the
appropriateness of the name, and the duration of the Naming Right, which shall not
be unreasonably withheld. MP shall use its best efforts to assist the CITY in the
selling of the Naming Rights.
F. Co-Ci _ty Host Sponsorships - The CITY and MP shall sell host sponsorships pursuant
to Exhibit "F." The CITY shall retain all proceeds (net of fifteen percent (15%)
commission if sold by MP) for the years 1999 through 2002. Thereafter MP shall
sell the three (3) CITY sponsorships, and retain proceeds as set forth in section G.4.
In all years MP shall assist the CITY in selling host sponsorships.
G. 2003-2008 Events - City shall pay MP in each instance within ten (10) days after the
CITY's receipt of income from any Sponsor or source as defined or described
below:
1. Fifteen percent (15%) of the annual gross income ("Income) from the sale of
the naming rights of site and stadium ("Naming Rights") to a sponsor
("Sponsor") procured by MP and contracted by the mutual agreement of the
parties; and
2. Fifty percent (50%) of the Income (with CITY also receiving fifty percent
(50%) of Income, net only of the payment under 3.01.E. above, derived from
contracts for the sale of Naming Rights. Contracts for Naming Rights for the
2003 through the 2008 Events shall each be for fiscal years of 12 months
commencing one (1) day after the preceding Event; shall require payment no
less frequently than quarterly commencing thirty (30) days after the
preceding Event or upon signing of any Naming Rights contract, whichever
is sooner; and
3. Fifty percent (50%) of the gross income from Event parking net only a
maximum of fifteen percent (15%) expense paid to any charity selected by
the CITY; and
14
4. Ninety five (95%) of the annual gross income from the sale of three (3) co-
City sponsorships.
3.02. CITY REVENUE AND MP COMMISSIONS FOR YEARS 1999-2002 EVENTS
A. For the years of the Event in 1999-2002, the City shall be entitled to any and all
revenue from parking and commissions on the sale of hotel rooms for the Event.
B. For the years of the Event in 1999-2002, the CITY shall retain all proceeds from the
sale of Naming Rights by the CITY or MP. IfMP sells the Naming Rights, MP shall
be paid a fifteen percent (15%) commission on the gross mount of the sale of the
Naming Rights within thirty (30) days after the CITY's receipt of income from any
Sponsor or source. Thereafter 3.01 (G)(1) and (2) shall apply to all sales of Naming
Rights with the CITY retaining fifty percent (50%) net commission and MP retaining
fifty percent (50%) net of commission.
3. 03. TAXES.
MP shall be liable for any and all taxes which are or may be imposed on MP and CITY, as
a result of this Agreement. Taxes shall be paid to the appropriate authority and including but are not
limited to sales and use tax. The City will cooperate and assist MP in any revisions to this
Agreement which may reduce or eliminate such taxes.
3. 04. OTHER SER VICES AND SUPPLIES.
MP further agrees that all services and supplies which it requires to operate the Event and
which are not specifically identified herein as CITY responsibilities shall be provided by or through
MP at its sole cost and expense.
3.05. POLICE AND EMERGENCY PERSONNEL.
CITY agrees to provide, at is sole expense, 24 hours police and/or security and emergency
personnel for the Tennis Center beginning the preceding Monday before each Event and ending one
(1) day after the Event ends. MP agrees to work with the CITY Police Department to provide for
additional CITY police personnel which the CITY determines, in its sole discretion and at its sole
cost, may be necessary for security at the Tennis Center during the Event. MP shall, at least thirty
(30) days prior to the Event, consult with the Chief of Police or his designee to determine the proper
scheduling of security for the Event. Also, MP shall contact the CITY Fire Department to make
arrangements for emergency medical technician personnel to be present at the Event as reasonably
necessary to be provided by CITY at its sole expense. The number of personnel to be supplied by
the CITY shall be determined by the CITY.
15
3.06. TICKETS FOR ADMISSION.
MP shall not oversell the Event. All tickets for admission shall contain language approved
by CITY establishing that the tickets create a revocable license. Prior to the sale of any admission
ticket, MP shall provide CITY with the established selling price of each type and kind of ticket for
CITY's review and approval. Said approval shall not be unreasonably withheld. The CITY shall
have three (3) business days to review, approve or reject the form of the tickets. In the event the
CITY does not object in writing within three (3) business days fi.om the date the tickets were
submitted to the CITY for approval, then the tickets shall be deemed to be approved by the CITY
in terms of form. In the event of any cancellation of any Event, MP agrees to reimburse ticket holder
who duly present tickets to MP for reimbursement, reimbursement for the face amount of any such
ticket.
ARTICLE 4
Termination and Default
4. 01. TERMINATION.
A. Termination of this Agreement for any reason provided herein shall not relieve either
party from its obligation to perform under the terms and conditions of this Agreement
up to the effective date of such termination or to perform such obligations as may
survive termination.
B. The occurrence of any of the following shall cause this Agreement to be
automatically terminated:
1. Institution of proceedings in voluntary bankruptcy by MP.
2. Institution of proceedings in involuntary bankruptcy against MP if such
proceedings lead to adjudication of bankruptcy and the MP fails within ninety
(90) days to have such adjudication reversed.
3. Failure of MP to hold the Event for any reason unless waived by the CITY
or as a result of any force majeure.
4. Failure of MP to own the ATP sanction or fails to have the right to hold the
Event.
5. Bond limitation is exceeded pursuant to paragraph 5.11.
C. Either party shall have the right to terminate this Agreemem upon default by the
other party, as defined below.
16
D. Either party shall have the right to buy the other party out of its interests in this
Agreement as set forth in Section 4.04.
4. 02. DEFA UL T B Y MP.
A. The following shall constitute default by MP: (i) failure to perform any of the non-
financial terms and conditions of this Agreement, when such failure in performance
is not remedied by MP within thirty (30) days after receiving notice in writing of
such default or in cases where remedial measures may take longer than thirty (30)
days, satisfactory remedial action must begin and be consistently undertaken within
thirty (30) days after receiving notice in writing stating the nature of the failure of
performance and the CITY'S intention to terminate if not corrected and which
remedial measures must be completed within a reasonable time set forth in the notice
from the CITY; (ii) failure to hold an Event, unless such failure is waived by the City
or except for any force majeure, shall result in an automatic termination and notice
shall not be provided. This Agreement shall be deemed null and void, and MP shall
in addition to the requirements set forth in this Agreement shall retired all monies
paid by the CITY for the period after the Event last held and up to the date of the
anticipated Event. Should MP default cause termination of this Agreement and
CITY has provided any permanent construction as provided within this Agreement
of the Draw Board/Sponsor Board, flooring under exhibition booths, and two (2)
hard courts as described in Section 1.05.D. herein (the "Improvements") at the
Tennis Center within the seven (7) years preceding such default, MP shall reimburse
CITY for the remaining value of such Improvements at the actual cost of
construction of the Improvements (but only fifty percent (50%) of the actual cost of
the two (2) hard courts) at a value depreciated evenly over a seven (7) year term
from the date of completion of any of the Improvements; or (iii) failure to pay any
monies due the CITY within fifteen (15) days of the required date for payment.
B. Notwithstanding anything to the contrary contained herein, this Section 4.02 shall not
apply and MP shall not be in default of this Agreement where MP's failure or
inability to perform was caused by casualties, acts of God, material shortages, war,
weather, water shortages, utilities blackout, governmental regulation, strikes or labor
disputes or MP's inability to secure necessary governmental permits after a
reasonable effort by MP to so obtain said permits.
4.03. DEFA ULT BY CITY.
The following shall constitute default by CITY: (i) CITY'S failure to perform any of the non-
financial terms and conditions of this Agreement and such failure in performance is not remedied
by CITY within thirty (30) days after receiving notice in writing of such default, or in cases where
remedial measures may take longer than thirty (30) days, satisfactory remedial action must begin and
be consistently undertaken within thirty (30) days after receiving notice in writing stating the nature
17
of the failure of performance and MP' intention to terminate if not corrected and which remedial
measures must be completed within a reasonable time set forth in the notice from MP; (ii) failure
by CITY to pay to MP any sums due under this Agreement within fifteen (15) days of required date
for payment.
Notwithstanding anything to the contrary contained herein, this Section 4.04 shall not apply
where CITY'S failure to perform in a timely manner was caused by casualties, acts of God, material
shortages, war, weather, water shortages, utilities blackout, governmental regulation, strikes or labor
disputes, or CITY'S inability to secure necessary governmental permits after a reasonable effort by
CITY to so obtain said permits.
Waiver of any breach of a term or condition shall not constitute a waiver of any other terms
or conditions unless in writing signed by the parties.
4.04 BUYOUT CLAUSE AND PERFORMANCE BOND.
A. Buyout Clause o Notwithstanding the Default and Termination provisions of this
Agreement, either party shall have the right to buy the other party out of its interest
in and cancel this Agreement upon payment to the other party of Two Hundred
Twenty Five Thousand ($225,000.00) Dollars no later than ten (10) months prior to
the next upcoming Event. Any funds prepaid by either party to the other on account
of the next upcoming Event, shall be refunded or deducted from the payment to be
made hereunder, as the case may be. No other money shall be recouped by either
party in the event a party exercises its buyout right in accordance with this Section.
B. Performance Bond - MP shall use its best efforts within ninety (90) days to provide
the CITY with a performance bond coveting the buy out provisions of this section,
if such bond can be secured and at a cost to MP not to exceed $3,000.00 per year.
IfMP is unable to obtain such a bond, then MP will not be deemed to be in default
of this Agreement.
4.05. NOTICES.
Any notices shall be effective when submitted or required by this Agreement placed in the
U.S. Mail and sent by registered or certified mail and addressed to the parties as follows:
To the CITY: David Harden, City Manager
City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, Florida 33444
18
With a copy to: Susan A. Ruby, Esquire
City Attorney
City of Delray Beach
200 Northwest 1 st Avenue
Delray Beach, Florida 33444
To MP: Mr. Mark Baron
Match Point, Inc.
1515 University Drive, Suite 203
Coral Springs, Florida 33071
With a copy to: John H. Friedhoff, Esquire
Fowler, White, Burnett, Hurley
Banick & Striekroot, P.A.
100 SE Second Street, 17th Floor
Miami, Florida 33131-1101
or to such other addresses as either party may designate in writing.
ARTICLE 5
Miscellaneous Provisions
5.01. NON-DISCRIMINATION.
A. That MP for itself, its personal representatives, successors in interest, assigns
subcontractors, agents, and sublessees, as a part of the consideration hereof, does
hereby covenant and agree that: (i) no person on the ground of race, color, national
origin, age, or sex shall be excluded from participation in, denied the benefits of, or
be otherwise subjected to discrimination in the use of said facilities; (ii) that in the
construction of any improvements on, over, or under such land and the fiarnishing of
services thereon, no person on the ground of race, color, national origin, age, or sex
shall be excluded from participation in, be denied the benefits of, or otherwise be
subject to discrimination; and that MP shall use the Tennis Center in compliance
with all other requirements imposed or pursuant to Title 45, Code of Federal
Regulations, Article 80, Non-discrimination under programs receiving Federal
Assistance through the Department of Health, Education and Welfare - Effectuation
of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.
B. That in the event of a proven breach of any of the above non-discrimination
covenants, the CITY shall have the fight to terminate the License and to take
possession of the Tennis Center and hold the same as if the License had never been
made or issued. This provision shall not be effective until the procedures of Title 45,
19
Code of Federal Regulations, Part 80, are followed and completed including exercise
or expiration of appeal rights.
C. MP shall not discriminate against any employee or applicant for employment to be
employed in the performance of the contract with respect to hiring, tenure, terms,
conditions or privileges of employment, agencies or the retainage by MP of
subcontractors, agents, volunteers or concessionaires or any matter directly or
indirectly related to employment or agency because of age, sex, physical handicap
(except where based on a bona fide occupational qualification); or because of marital
status, race, color, religion, national origin or ancestry.
5.02. CHANGE IN LAW.
During the Term, the CITY reserves the right to restate and/or re-negotiate with MP such
additions, deletions or changes to the license as may be necessitated by changes in county, state or
federal laws relating to the operation of the Tennis Center. In the event that the CITY and MP are
unable to reach a mutual agreement on any such addition, deletion or change, that portion of the
contract concerning the services involved in the addition, deletion or change shall be terminated or
eliminated.
5.03. INDEMNIFICATION.
MP agrees to indemnify, save and hold CITY, its officers, agents and employees, harmless
from any and all suits, claims, damages, liabilities, losses, causes of action, liens or judgments of any
kind or nature whatsoever which may arise out of, in connection with, or because of the actions of
MP or its officers, agents and employees.
Nothing contained herein is intended nor shall be construed to waive CITY'S rights and
immunities under the common law or Section 768.28, Florida Statutes, as amended from time to
time. The provisions of this Section shall survi, ve the execution, delivery and performance of this
Agreement.
5. 04. DESTRUCTION OF EVENT SITE.
In the event the Tennis Center, or major part thereof, shall be destroyed or substantially
damaged by fire or any other cause, or if any other casualty or any unforeseen occurrence shall
render the fulfillment of this Agreement by MP or the CITY impossible, then this Agreement is
canceled and voided unless the parties agree to reschedule the Event. The City in its sole discretion
may determine that it will not rebuild the Tennis Center. In the event of rescheduling of the Event,
all other terms and conditions of this Agreement shall remain in full force and effect unless because
of such destruction the Event is not held in any given year, the payments to be made by the CITY
or MP shall abate provided, however, if monies are received under this Agreement by the CITY for
Naming Rights or from Sponsors then such funds shall be paid to MP as described in section 3.01
20
and 3.02. If the CITY determines to rebuild the Tennis Center, CITY agrees to rebuild the Tennis
Center or any part thereof at least to the condition of the property before any such destruction or
substantial damage.
5.05. PER~gONAL PROPERTY.
CITY assumes no responsibility whatsoever for any personal property located at the Tennis
Center by MP, its agents, employees, representatives, independent contractors or invitee. CITY is
hereby expressly released and discharged from any and all liabilities for any loss, injury or damage
to such property that may be sustained by reason of the use and occupancy of the Tennis Center
under this Agreement, unless such damage, loss or liability is caused by CITY'S (including
employees and agents) negligence or misconduct.
5.06. INDEPENDENT CONTRACTOR STATUS.
MP and its employees, volunteers and agents shall be and remain an independent contractors
and not agents or employees of CITY with respect to all of the acts and services performed by and
under the terms of this Agreement. This Agreement shall not in any way be construed to create a
partnership, association or any other kind of joint undertaking or venture between the parties hereto.
5. 07. ASSIGNMENT.
A. MP shall not assign or transfer this Agreement nor otherwise convey any privilege
granted hereunder or sublease/license any part of the Tennis Center unless the written
consent of the CITY is first obtained, except as otherwise provided herein. Such
consent shall not be unreasonably withheld. Neither this Agreement nor any right,
privilege or interest therein or thereunder shall be transferable by operation of the law
or by any process or proceeding of any court.
B. Assignment as referred to above shall include, but not be limited to, any and all sales,
assignment, transfer, collateralization, or other disposition of a controlling interest
in stock certificates, right, title and/or interest in and to MP to any person or entity
other than Mark Baron.
C. This section shall not be applicable to any transaction wherein: (i) MP remains the
owner and managing entity of the Event, and (ii) the controlling interest or majority
interest in any successor to or assignee of MP remains with Mark Baron.
5.08. GOVERNING LAW AND VENUE.
The validity, construction and effect of this Agreement shall be governed by the laws of the
State of Florida. Any claim, objection or dispute arising out of the terms of this Agreement shall be
litigated in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida.
21
Should any part, term or provision of this Agreement be deemed by a court of competent
jurisdiction to be illegal or in conflict with any law of the state, the validity of the remaining portions
or provisions shall not be affected thereby.
5.10. NO REPRESENTATIONS BY CITE.
Neither the CITY nor the CITY'S officers, agents and/or employees have made any
representations or promises except as expressly set forth in this Agreement.
5.11. BOND LIMITATIONS.
A. It is recognized by MP that the Tennis Center has been financed with proceeds of tax
exempt debt and may be re-financed from time to time in the future and that the
Internal Revenue Code of 1986, as amended, limits the private use of governmentally
owned facilities constructed with tax exempt debt, such as a tennis stadium, in order
to maintain the tax exempt status of the debt issued to finance the same.
B. Notwithstanding any other provision of this Agreement to the contrary, this
Agreement shall automatically terminate, without any required notice by the CITY,
if any payment required to be made under the provisions of this Agreement to the
CITY would, together with any other private use payments made or required to be
made by any other entity(ies) or person(s) for the use of the tennis center or related
facilities, adversely affect the exclusion from gross income for federal income tax
purposes on any interest obligation (herein"negative tax consequences") of the CITY
issued to finance or refinance the tennis center or any part thereof. Such a
termination shall not constitute a default on the part of either party to this Agreement.
Upon such termination, it is the intent of the parties hereto to enter into a new
agreement which would contain different or modified payment terms and/or amounts
acceptable to both of the parties hereto, and which, in the opinion of the CITY'S bond
counsel, would not have negative tax consequences.
5.12. INTERPRETATION.
This Agreement constitutes the entire Agreement between the parties with respect to subject
matter hereof and supersedes all prior verbal or written agreements between the parties with respect
thereto. This Agreement may be amended only by written document, properly authorized, executed
an delivered by both parties hereto. This Agreement shall be interpreted as a whole unit; and
sections headings are for convenience only and shall not be deemed to modify, explain, qualify or
restrict any of the provisions of this Agreement. All interpretations shall be governed by laws of the
State of Florida. Waiver of any breach shall not constitute waiver of any other breach. Invalidation
of any portion of this Agreement shall not automatically invalidate the entire Agreement.
22
5.14. EFFECTIVE DATE OF AGREEMENT.
This Agreement shall only be effective if signed by the Mayor of the City and MP.
IN WITNESS WHEREOF, the parties have caused this agreement and one counterpart,
both of which shall constitute originals, to be executed by its proper officers hereto duly authorized
on the year and date first above written.
CITY OF DELRAY REACH, FLORIDA
ATTEST: ~~ ~-~o~'-~
~r/9 .~)~,~~/~//0~7~ BY~/~pefi~Iayor
City Clerk d t
~~ved as to Form.?'~
STATE OF tL--/fi tq t"d~c. (CORPORATE SEAL)
~e forego~g ins~ent w~ ac~owledged before me ~s ~day of~O~J~ ,1998
by M~k S. B~on ~ president of ~TCH PO~T, ~C., a Flo6da co~ormion, on behalf of the
co.ration. He is ~rsonally ~o~ to me or hm produced ~ ~~055q~/~ (type of
identification) m identification ~d did (did not) ~
~igna~e of No~ Public- Smt~
/ of Florida
23
DI(~BY
BRIDGES,
MARSH &.
ASSOCIATE8
INC. P:A.
ARCHITECT8
& PLANNERS.
124 N.E. 5TH
AVENUE
DEI. RAY BEACH,
FL. 83,1.44
661-278-1888
c
0
RAY
BEACH
TENNIS
CENTER
BCH,FL~
81TE
PLAN
214 ~
/~! ~awings I'~ thi. praise% are
~ch o~er. ~.~ ~elud~ but
~e not I~lted ~o:
Ora~. and ~ltt~ Spec-
alt. con~z and Lh~ly
~ef~ c~m~c~g
Repot to the or~ltect
conditi~s that ~l olt~
~ese dra~ngs.
riel r~e
. ~d/~ mG~i~s furffi~ed
~ ~e ~b.
:3 10
I
4
5 ~12
e !13
I '-II I
17 14
a DB
N W 3RD AVENUE
/ .... .,
- ~ ~ ......... ? ........._.'__~
'~ "--'"~ ' ~ T - ,
c'i ~' ..... ~ ....
r '-'7--~ ~
· -' ~,~" , .~ i i, ,,' I I ii,.
~,3 ; ! .l *'-
LLI o '----~-- ': ~: - ..... I': ~ :
]~) r, ',. __ .~ '- ~ r---r--i, ' '
W pAax~:~ ~ _= ~ ,== ~ ~'~'~- I, . · .
r-, ~ ',,,T '7 ~ ~ '",,k"~ ,,.~,:,.~,.~: /-----
,< --: _~ ~ ~. ~~i~~..a~, ~=,' ~ ~'~...~ ~:-..-
· ~. _ _ ~ _._.__~o~_ ~ _c_<'} !~ 15 ~ h~ ': ' '
/"- ....o : . _k., ......
~1 . ~ ~,T ,JJ t~ ~ 1--~-~--2 ', i,'-~~'--~' ~ ' :,,--x--, '
~l >--.-~----~-~o.~-----F:~ .... *. ~~, u ,~ ,i ',;, ;.~l .~,il
IIII . ' ' ',~ m------------ : ~ I I ! I I U u ! , ~ ~ ',~ ~ , . . ' : :1!
', , -- , ~ .
....................... ~-~ ~. ........
~~DELRAY BEACH TENNIs CENTRE o 20-
il, ~ DOWNTOWN LOCATION
EXHIBIT
N.W. I a~tD ~?.
,~ [~ [, , I Ii I l
N AVAI~BLE PARKING
EXHIBIT
(~) ADMINISTRATION'o PROMOTERS
4'
OmCE
Exclusive
Usc
,
8" ~l'-~' ,4' Non-
Exclusive
! Use
I
Match Point, inc. ·
1516 University Drive, Suite 203 t%~,
Coral Springs, Florida 35071
ATP
U.S.A. Tour
host site SPONSO~
11/3/98
Phone (954) 755-8830 · Facsimile 054) 755-8831 . · EXHIBIT
I{I co. Pos~.
I' "~"
PAGE 2 OF 2
T/CKETS, CREDE~~ & PASSES · 8 COUR'I~ID£ BOX SEATS ON STADIUM COURT PER Sl~iSSION
· 24 ~V~D SEATS ON STADIUM COURT PER SESSION
· 6 SPONSOR CREDENTIALS
· 4 V.LP. PARKING PASSES PER SF:SSION
· ].2 ~ PARKING PASS~ PI/R St~5ION
OFFICIAL TOIIRNAM27,NT MER~ISE * 4 OFFICIAL TOURNAIdENT POLO SHIRTS
· 4 OFFICIAL TOURNAMENT T-SHIRTS
ADDITIONAL ~$
· HOSl' 5ITE SPONSOR WILL RECEIV~ ~ 00 P~ OF ~ ADMISSION TICKETS TO F~ 5125SION~ MONDAY
THROUGH SUNDAY, TO USE AT THEIR OWN DISCRRTION (I.E., RESIDENTS, EMPLOYE~ CHAR1TI~ ETC.)
H/3/98
Match Point, Inc. '
1516 Unlve~h/ Drive, Suite 203 t~
Coral Spring~, Florida 33071 ~ATp
U.S.A. Tou~
Cit~l of Delray Beach
host site
I of lI
IDENT~ICATION
· ~~ ~ ~A~ ~1~o)
· ~ ~ AT ~T ~
· ~ ~ ON~ ~~L
· 2~ mo~ co~ (~/~)
· J ~ AT ~ ~
· 3~ ~w ~ ~ ~/~), ~ ~ .
· N~/~ ~ED ~ ~L ~ ~ ~ONAL ~~ ~OD~ ~ ~ ~, ~C.,
PROMO~ONS
~T~ ~ IN~'5 ~OV~
~C~, ~ED~, & PASSES
· 4 ~~E ~X ~ ON ~AD~ ~T ~ ~ON
· 2 ~D ~ ON ~AD~M ~ ~ ~ION
· 2 V~.P. P~G P~ ~ ~
1~/3/98
Ph~e (9~) 7~0 · F~lmlle ~) 7~831
PAGE 20~ 2
CITY OF DELRAY i/EA(~ HO~T g/TE ¢O-/~)NSOR~ I OF ii
HOSPIT/i LrTY & ENTERT~NT
INVITATIONS I~OR 6 FEOPLE TO JOIN US FOR
· "SPONSOR'S/PLAYeR'S JUBlI,~"
~ "GRANDE FINALE"
OFFIC~L TOURNAMENT MF21CHANDISE
*20~CIAL~URNAMENTT-SHIR~
e40~O~TOURN~~RAMS
The Host Site Co-Sponsorship is available for $35,000 for the 1999 event, with a minimum cost of
living increase annuall~t,
11/3/98
Match Point, Inc.
151~ Unlversl~ Drive, Suite 203
Coral Springs, Florida 33071
4TP
U.S.A. Tour
City of Delray Beach
host site
I of II
1DENTITICATION
ST ~VrO~ CO~cr sW,~^m (~o~ / t~o )
· ~ ~CN AT ~T ~
· ~ ~GN ON ~ ~ ~
mow ~ (~/~)
· I ~ AT ~T ~
~ 1 ~GN AT ~URT ~
~N~ON ~ A H~ ~ ~~R ON ~N~ ~D AT ~~ E~~
~~ON AT ~R~S ~IDE ~X SEA~ ON ~M ~RT ~C ~D~ ~NOUN~ ~ ~ ON ~AD~ ~RT
N~/L~ ~ED ~ ALL ~ ~D ~OM~ONAL
~ ~BLE
~ ~ ~CO~ ~R'S TO~N~ ~~ON ~ ~ONAL A~
PROMO~ON~
~~ ~ D~G~G ~OM~ONS AND ~NG ~N~ R~D
~R ~Y ~Y ~U~ ~ ~A~ ~ ~ ~D ~~ V.I.P'S~ ~N
~ ~T~ ~C.'S ~OVAL
~~~, ~ PASSES
C~I~E ~X ~ ON ~A~ ~T ~ ~ON
V.I~. P~ P~ ~ ~
~ P~NG P~ ~ ~ON
1I/3/98
Phone (9~] 75~0 · Fa~imile
P^~ 2 oF 2
CITY OF DIK.RAY I~ACH HOST ~ ~R~ I O1: II
HOSPITA I~rrY & ENTERTAINMENT
· INVITATIONS FOR 6 FI~OPLIi TO JOIN U~ FOR
· '~PONSOR'S/PLAYL~R'S
OFFICIAL TOURNAMENT MERCHANDISE · 20~PlCIAL TOURN~ POLO SHIR~J
· 20FF/CIAL TOURN~ T-SHIRTS
* 40mOAL TOU~,NAM~T
The Host Site Co-Sponsorship is ~vailable
living increase
11/3/98
Match Point, Inc.
1515 Unlver~ly Drive, 8uffe 203 %%!
Coral $pflnos, Florida 33071 ~ATP
U.S.A. Tour
City of Delray Beach
host si e
IDENTIFICATION
' 2 5[~N$ ON TI-IE UPPER UtVEL
· 2UD mOW court
· 1_ SI(2N AT COURT LEVEL ',:
· 3I~D mOW corrlrr s~c~c~ (~'~m/~.,o), ~r
· ~~~ ~ A ~ ~ ~R ~ ~~/~W ~ ~O~Y D~ ON-
e ~~ON AT ~R'$ ~~E ~X ~ ON ~ ~T
~~TIS~O
· N~/~ IN~ED ~ ~L ~ ~ ~ONAL ~~ ~U~D ~ MAT~ ~T, ~C.,
~ ~~E
~ ~ ~ ~C~~ ~R'S ~N~ ~~ ~ ~O~AL A~
PROMO~ONS
' "~ON$OR OF ~ Q~G ~D" D~ ~ ~ ~~ ~ON OF ~ON~R,
~ ~A~ AT ~~ ~~ N~G ~R ~ "SPONSOR OF THE DAY"
· ~ ~ D~~ ~O~ AT
· ~R ~Y ~Y ~~ ~
~ ~, ~C'S ~OV~
11/3/98
Phone ¢954) 755-8830 · Facsimile (954) 755.8831
~'A~E 2 oF 2
CITY OF DELRAY BI'ACH HOST SITE ~R, I OF I
77~e Host Site Co-Sponsorship is a=ailable for $35,000 for the 1999 eaent, ~oith a minimum cost
living increase annuall!l.
11/3/98