Res No. 70-18 I' I
RESOLUTION 70-18
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A RESOLUTION OF THE CITY OF DELRAY BEACH,
FLORIDA APPROVING AN AGREEMENT WITH CHRIS
EVERT CHARITIES, INC. FOR PROVIDING THE CHRIS j
EVERT PRO-CELEBRITY TENNIS CLASSIC AT THE DELRAY
BEACH TENNIS CENTER UNTIL 2022;AUTHORIZING THE
CITY MANAGER TO EXECUTE THE AGREEMENT AND
TAKE ALL ACTIONS NECESSARY TO EFFECTUATE THIS
AGREEMENT; PROVIDING AN EFFECTIVE DATE; AND
FOR OTHER PURPOSES.
WHEREAS, the City of Delray Beach (City) is authorized to enter into agreements to provide
services,programming and products in accordance with its Charter;and
WHEREAS, the City believes that holding the Chris Evert Pro-Celebrity Tennis Classic at the
Delray Beach Municipal Tennis Center will grant the citizenry of Delray Beach many tangible and
intangible benefits;and
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WHEREAS, the Ci desires to enter into an agreement with Chris Evert Chastities to
City g Inc.,
provide the Chris Evert Pro-CelebrityTennis Classic annuall for the next five 5 years;and
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WHEREAS,the City Commission deems approval of this Resolution to be in the best interest of L
the health, safety, and welfare of the residents and citizens of the City of Delray Beach and the public at
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large.
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NOW,THEREFORE,BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY
OF DELRAY BEACH,FLORIDA,AS FOLLOWS:
Section 1. The foregoing recitals are hereby affirmed and ratified.
Section 2. The City Commission of the City of Delray Beach has reviewed and hereby
approves this Agreement between the City and Chris Evert Charities, Inc.. which is attached to this
Resolution as Exhibit A.
Section 3. The City Commission authorizes the City Manager to execute the Agreement and
any amendments and/or renewals thereto, and take any other actions necessary to effectuate this
Agreement.
Section 4. This Resolution shall become effective immediately upon adoption.
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PASSED AND ADOPTED in regular session on the dap of )2018.
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ATTEST: °M Y O R
Katerri.Johnson, City Grerk
A pone s nn and g u ciency:
Max Loh*n ity Attorney
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AGREEMENT
THIS AGREEMENT, made and entered into this day of u,�; � . , 2018 by and between the
CITY OF DELRAY BEACH, FLORIDA, a municipal corporation (hereinafter referred to as
"CITY"), and CHRIS EVERT CHARITIES, INC., (hereinafter referred to as"CHARITIES
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WITNESSETH
WHEREAS, the CITY owns and controls certain property upon which is located the City
of Delray Beach Municipal Tennis Center; and,
WHEREAS, CHARITIES, is desirous of using the Municipal Tennis Center for the
purpose of holding a sporting event to be known as the Chris Evert Pro-Celebrity Tennis Classic
("Classic") at the Tennis Center; and,
WHEREAS, the CITY believes that holding the Chris Evert Pro-Celebrity Tennis Classic
at the Municipal Tennis Center (the Site) will grant the citizenry of Delray Beach many tangible and
intangible benefits; and,
WHEREAS, CHARITIES understand that the CITY has an exclusive agreement with
Ticketmaster of Florida for the sale of tickets for events.
NOW, THEREFORE, in consideration of the mutual premises, covenants and
agreements contained herein, the parties hereby covenant and agree as follows:
1. LICENSE• TE
The CITY hereby grants to CHARITIES for the month of November, the right and
privilege to stage, use, manage and operate the municipal tennis stadium and necessary surrounding
property for a two-Day Classic. CHARITIES' rights shall cover an additional five
(5) day period before the commencement of the Classic to set up necessary facilities and an
additional 2 days after the Classic to remove necessary facilities.
The term of this agreement shall extend until December 31, 2022, however, if
CHARITIES decides not to hold the Event in a particular year, CHARITIES shall not be in
breach of this Agreement, provided it gives the CITY 60 days' notice of its intent. The dates for
the Event to be held in November of 2018 through 2022 shall be mutually agreed upon.
In the instance the CITY wishes to terminate this Agreement after 2018 Event, it may do so,
with or without cause, upon providing nine (9) months' notice to CHARJTIES. In the event the
CITY determines, in its sole and absolute discretion, to perform major renovations or
reconstruction of the Site, such that the Site would be unavailable for use, CHARITIES agrees that
this shall not constitute a breach of this Agreement provided the CITY has given nine (9) months
advance notice of the unavailability.
2. LICENSE AGREEMENT ONLY.
This agreement between the CITY and CHARITIES is a license agreement, not a lease
or purchase agreement, and should be construed by a court of competent jurisdiction to be a license
agreement only. Furthermore, this License Agreement does not grant nor is CHARITIES
receiving hereunder any rights to any real property of the CITY nor any property interests except
as set forth in this agreement.
3. FACILITIES AND SERVICES PROVIDED BY CITY.
(a) Unless otherwise herein specified, CITY shall be responsible for, or agrees to
provide, at no charge to CHARITIES the following facilities and production assistance in
connection with the conduct of and staging of the Classic:
(i) use of an 8,200-seat stadium court and three (3) practice courts throughout
the Classic (the "Courts") with "seat kills" to be in place by the CITY to
reduce the seating capacity to approximately 4,000 if so desired by
CHARITIES;
(ii) use of a mutually agreed upon number of courtside boxes and skyboxes;
(iii) preparation and maintenance of the Courts throughout the Classic;
(iv) television tower and platform and all necessary electricity to provide power
to the tower and platform throughout the Classic;
(v) nets, net posts, single sticks, an umpire's chair, linepersons chairs, skirted
tables, end and side line buntings, and numbered seating;
(vi) parking for boxholders, players, sponsors, ticketholders, press, staff, and
volunteers (CITY to implement, manage and staff parking, including
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reserved areas); City will offer valet parking (CITY will be allowed to
charge and retain all revenues from the valet parking) and also be allowed to
charge, and retain all revenues, for general public parking at the County
Courthouse garage at a nominal rate to be mutually agreed upon between
City and Charities to offset parking attendant costs.
(vii) all electrical power and one on-site electrician (all costs and expenses are
CITY`S responsibility) for the duration of the Classic (hook-ups not
included);
(viii) adequate space for and operation of concessions, retail booths, etc.
(CHARITIES shall place and operate the concessions and retain all
revenues from its concessions and retail booths);
(ix) restroom facilities and supplies;
(X) additional courts for pro-am, clinics, etc., as mutually agreed;
(xi) the use of areas for celebrities, press, press interview, tournament staff,
volunteers, ball kids, officials, ticket office, and VIP hospitality and the use
of locker rooms, as mutually agreed. Areas should include tables, chairs,
furniture and air conditioning, as mutually agreed;
NO on and off-site directional signage;
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(xiii) all necessary permits;
(xiv) on-site security including security for the celebrities, ticket office, and press
area and overnight security coverage from Friday p.m. through Monday
a.m.;
(xv) Police, fire support and traffic control to ensure a safe event;
(xvi) teaching professionals to assist with tennis pro-ams held in connection with
the Classic;
(xvii) mutually agreed upon marketing and sponsorship support of the Classic; and
(xviii) access to utilities to include but not limited to water/sewer, electric/lighting;
(xix) reasonable use of the gymnasium at the Community Center, including floor
cover as provided by the Community Center; and
(xx) reasonable use of existing dumpsters. Upon notice from CHARITIES, City shall,
at its own expense, empty the dumpsters CITY'S expense.
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(b) During the term of this Agreement (defined below) CITY agrees to pay to
CHARITIES the following amounts with respect to the Classic:
(i) Year Pa ment Amount Due Due Date
2018 US$61,000. $30,500. On or before Nov.2,2018
$30, 500. By Dec. 10,2018
2019 US$63,000. $31,500. On or before Nov.2,2019
$31,500. By Dec. 10,2019
2020 US$65,000. $37,500. On or before Nov.2,2020
$37,500. By Dec. 10,2020
2021 US$67,000. $38,500. On or before Nov.2,2021
$38,500. By Dec. 10,2021
2022 US$69,000. $39,500. On or before Nov.2,2022
$39,500. By Dec. 10,2022
(ii) CHARITIES will contribute 50% of the total payment from the City to the
Drug Abuse Foundation of Palm Beach County, Inc. by January 31 of the following year, provided
they receive the above payments from the CITY.
(iii) If CHARITIES fail to hold the Classic and the CITY has paid the first
installment to CHARITIES, then CHARITIES will refund the amount paid back to the CITY by
January 31 of the following year. The CITY shall not be required to make the second payment to
CHARITIES if the Event is not held during its scheduled time.
(c) If CHARITIES have ticket sales greater than $100,000.00 but under $125,000.00
then it shall pay to the CITY 15% of that amount over $100,000.00 but under $125,000.00.
If CHARITIES have ticket sales greater than $125,000.00 then it shall pay to the CITY 17.5% of
that amount greater than $125,000.00 on top of the 15% of the amount greater than $100,000.00.
Such payment shall be due within 30 days of the conclusion of the Classic or within 30 days of
CHARITIES receiving money from ticket sales from Ticketmaster, whichever is later, and upon
the submission of an invoice from the CITY to CHARITIES.
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4 . STAGING AND PRODUCTI®N ®FCLASSIC._
The organization, staging, and conduct of each Classic will be the responsibility of
CHARITIES, which responsibilities shall include the following:
(a) handling ticket and box office sales;
(b) Obtaining a Classic Director, all personnel involved m each Classic, and the Classic
participants;
(c) Administering the entire Classic;
(d) Setting up each Classic on-site and handling all on-court activities of the Classic;
(e) Soliciting sponsorship sales and television rights sales for each Classic;
(f) Handling promotions, advertising, sales, public relations, and program production
for each Classic;
(g) Liaising with the charity beneficiaries selected by CHARITIES for each Classic;
(h) CHARITIES shall be responsible for expenses incurred in site clean-up of
restrooms and for garbage pick-up;
(i) CHARITIES is responsible for expenses incurred in covering courts as set forth in
Paragraph 7 if VIP tents are to be set up or if needed to cover courts used for
contents; and
U) CHARITIES shall pay for all expenses relating to phone usage by CHARITIES,
including, but not limited to, hook-up, dial tone, and usage charges.
5. AC ®WLEDGMENT BENEFITS.
In acknowledgment of the services provided by the CITY in Paragraph 3 hereof,
CHARITIES agree that CITY will have the following acknowledgment rights in relation to the
Classic, subject to the provisions of this Agreement:
DESIGNATION
® Designation as Host Site of the Chris Evert Pro-Celebrity Tennis Classic
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MEDIA ADVERTISING
Television:
• Sponsor logo included in advanced television and advertising campaign
• Audio and graphic mention during the telecast and best efforts to create overview shots of
Delray Beach in the opening of the broadcast
Print:
• Sponsor logo included in advanced newspaper and magazine advertising campaign
• One (1) full-page 4-color acknowledgement in the Official Souvenir Program
Radio/Internet:
• Sponsor (verbal recognition) included in advanced radio advertising campaign
• Sponsor logo included on Classic website, vvTy,N, chrism,elt ow
• Internet link between Classic website and sponsor website
COLLATERAL ADVERTING
Sponsor Logo/Name inclusion on the following materials as follows:
® Sponsor Logo
o Save-the-Date
o Brochure
o Poster
o Billboards (if applicable)
o Movie Theater ad (if applicable)
o Scoreboards
® Sponsor Name
o Press Release(s)
o Brochure
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o Poster
o Souvenir Program Cover
o Sponsor acknowledgement within Souvenir Program
o Sponsor acknowledgement within Gala Dinner Dance Program
o VIP Sponsor Board
o Corporate identification on each box
o Sponsor acknowledgement on Video screen at the Gala Dinner Dance
ON-SITE BANNERS
® Two (2) banner spaces (3'x7') on Center Court throughout the Classic weekend (sponsor to
provide banners)
PROMOTIONAL ADVERTISING
• One (1) sales/promotional/display tent (approximately 10' 10') on site throughout the
Classic weekend with internet and electrical capabilities (Sponsor to be responsible for all
internet expenses incurred)
• Right to participate in advance promotions
® Center Court public address announcements
• Participation of City officials in Press Conference for the Classic
• Right to be present on Center Court and acknowledgement on Center Court during the
awards ceremony
HOSPITALITY
• Thirty-two (32) invitations to the Celebrity Classic Cocktail Party at the Boca Raton Resort
& Club, or similar location, held the Friday prior to the Event.
• Four (4) seats at the Gala Dinner Dance at the Boca Raton Resort & Club, or similar
location, held the Saturday evening, during the Event. For every year of contract..
TICICETSTASSES
• Four (4) Platinum Boxes (16 seats) for both Classic sessions (32 total tickets)
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® Twenty (20) General Admission tickets for both Classic sessions (40 total tickets)
Access to the VIP Hospitality Suite at the Delray Beach Tennis Center featuring a catered
buffet and open bar
® VIP Parking Passes
® Special ticket offers to attend the Classic
6 . CLASSIC EXPENSES AND REVENUES.
(a) Subject to Paragraph 43 hereof, CHARITIES shall be responsible for collecting all
revenues generated by, and paying all expenses incurred for, the Classic, except for those expenses
associated with CITY'S obligations set forth herein.
(b) CITY acknowledges that CHARITIES will not pay CITY for any expense
incurred by CITY in conjunction with the Classic unless CITY has submitted a written estimate of
such expense to CHARITIES and obtained written approval from CHARITIES of such expense
in advance.
7. INSTALLATION OF FLOORING.
The CITY shall provide, at CHARITIES' option, up to 10,000 square feet of temporary
flooring for the Classic. CHARITIES shall be responsible for paying all costs up to and not to
exceed three thousand five hundred dollars (US$3,500) for installation of the initial 10,000 square
feet of flooring. The CITY shall be responsible for the actual installation of the floor. If more than
10,000 square feet of flooring is required by CHARITIES, then CHARITIES shall pay all costs
involved in obtaining such additional flooring and for all costs of installation of the additional
flooring.
8. OFFICE SPACE.
The CITY shall provide to CHARITIES office space m the community center and
reasonable use of the board room and ticket window section of the ticket office at a date beginning
upon the Monday preceding the Event and ending one day after the completion of the event. The
exact space to be use by CHARITIES shall be determined as mutually agreed upon by the parties.
In the event the parties cannot mutually agree upon a space, the CITY shall have
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the sole discretion to determine the space to be used by CHARITIES. Upon vacating the office
space, CHARITIES shall leave the space utilized in a condition equal to that which existed on the
date CHARITIES occupied the space, ordinary wear and use thereof only excepted.
9. FORCE MAJELIRE.
If CHARITIES or the CITY is prevented from or interfered with in any manner
whatsoever in fully performing its agreements (including its ability to conduct the Classic(s))
hereunder, for any reason beyond its reasonable control such as any law, regulation, act of God,
earthquake, flood, fire, accident, labor controversy, act or threat of terrorism or delay of a
common carrier (the foregoing all being examples of an "event of force majeure"), then
CHARITIES' and the CITY'S obligations hereunder will be suspended as often as any such
event of force majeure occurs and during such occurrences, CHARITIES' and CITY'S
nonperformance will not be deemed a breach of this Agreement
10. AUTHORIZED ACIENT.
CHARITIES hereby designate Chris Evert Charities, 7200 W. Camino Real, Suite 310,
Boca Raton, FL 33433, Attn: Tami Starr, as CHARITIES' authorized agent for all purposes
hereunder. All notices or submissions to be made or delivered by CITY to CHARITIES
pursuant to this Agreement shall be delivered to said address free of all charges, such as, for
example, shipping charges and customs charges.
11. TAXES.
CHARITIES shall be liable for any and all taxes which are or may be imposed as a result
of this agreement. Taxes shall be paid to the appropriate authority and including, but not limited to,
sales and use tax.
12. PROOF OF INSU NCE.
CHARITIES shall provide the CITY with proof of insurance being in force. The type
and quantity of insurance is more particularly set forth in Exhibit "A" to this agreement. Proof of
such insurance shall be due by 30 days prior to the first day of the event. The insurance shall name
the CITY and its designee as additional insured.
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13. FINANCIAL RESPONSIBILITY.
CHARITIES agree, subject to the provisions of this Agreement, to accept all financial
responsibilities for the Classic including, but not limited to, all accounting and reporting as may be
required by law. CHARITIES further agree to accept sole responsibility for any financial
commitments or obligations it incurs as a result of the Classic, and which are not provided for in
this Agreement.
14. OTHER SERVICES AND SUPPLIES.
CHARITIES further agree that all services and supplies not specifically identified herein
shall be provided by or through CHARITIES.
15. CONCESSION RIGHTS OF CHARITIES.
CHARITIES may sell food, beverages, confections, refreshments and novelties or may,
subject to approval by CITY, contract with another to provide such service. CHARITIES shall
not be required to use the CITY'S exclusive soda vendor if it does not wish to do so.
In providing the concession service, CHARITIES or any person, firm, or corporation with
whom it contracts for such purpose (hereinafter referred to as "concessionaire") shall comply with
the following provisions provided, however, that CHARITIES 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 operation of this
concession.
b. All food, drinks, beverages, confections, refreshments, etc. 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 may have the option to sell alcoholic beverages at the Tennis
Center. Sale of alcoholic beverages must comply with all federal, state, county, and
municipal laws, ordinances and regulations and must be properly licensed by the State of
Florida.
d. 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.
For the purpose of this Agreement, "fixture" shall be defined as anything
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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.
e. The Concessionaire shall provide all maintenance, repair and service
required on all equipment used on the concession.
f. 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 directed to do so by
CITY. All state health laws and state health department regulations must be strictly
complied with. All janitorial services necessary in concession area shall be provided by
Concessionaire at Concessionaire's expense.
g. Concessionaire agrees to dispose of all refuse and garbage, in compliance
with all applicable laws, ordinances and health codes, at Concessionaire's expense, and to
keep outside container areas cleaned at all times.
h. If the concession is operated by a person, firm or corporation other than
CHARITIES, such person, firm, or corporation shall at all times maintain workers'
compensation insurance coverage for all 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 shall provide that they will not be cancelled 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.
16. ACCEPTANCE OF TOURNAMENT SITE.
(a) Prior to the Classic, CHARITIES may inspect and examine the Site to determine that
said Site is in adequate and satisfactory condition for the uses contemplated. CHARITIES assume full
responsibility and liability for all damages, losses and liability caused by conditions on the Site, which
arise once it commences use and occupancy of the Site, and which conditions are caused by or result
from the actions of or failure to act by CHARITIES, its employees, agents or representatives, or by the
actions of or failure to act by exhibitors, independent contractors, workers or invitees of CHARITIES
while on the Site. CHARITIES indemnify defends and holds CITY, and its designee, harmless for any
such claims unless such damage, loss or liability was caused by conditions on the Site which are inherent in
the structures involved, or the direct result of CITY'S (including its employees and agents), negligence or
misconduct.
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(b) CITY, and its designee, shall not be responsible for any damage or injury to, or
personal conduct, safety and welfare of CHARITIES, its employees, agents or representatives,
or exhibitors, independent contractors, workers, and invitees while on the premises and
CHARITIES expressly indemnifies, holds harmless and releases CITY from any and all such
claims, damages, losses or liability associated therewith, unless such claim, damage, or liability is
the result of CITY'S (including employees and agents) negligence or misconduct.
17. REPAIR, REPLACEMENT AND MAINTENANCE.
CHARITIES shall pay all costs for cleanup, repair and replacement and all damages of
whatever origin or nature, for which it is responsible, ordinary wear and use thereof only excepted,
which may occur during the term of this Agreement in order to restore the Site to a condition equal
to the condition at the time CHARITIES occupies the Site.
CHARITIES shall be responsible for clean-up of the Site during and after the Classic. If at any
time, CITY determines that the clean-up services provided by CHARITIES are not adequate or that
said services endanger public health and safety, CITY shall notify CHARITIES in writing and if
CHARITIES fail to clean up after receipt of written notification, CITY may provide these services.
CHARITIES shall reimburse CITY for the costs of providing these services and for the actual costs of
any supplies.
18. TICKET SALES.
All tickets for admission shall contain language approved by CHARITIES and CITY
establishing that the tickets create a revocable license. Prior to the sale of any admission ticket,
CHARITIES shall provide City Manager or his designee with the established selling price of each
type and kind of ticket for his review and approval.
19. ADVERTISING MATTER.
(a) CHARITIES agree, subject to its rights, if any, under any applicable License
Agreements, to identify the City of Delray Beach as the site of the Classic in all publications,
advertising and any electronic broadcast, and to permit CITY to use CHARITIES' trademark or
any trademark authorized to be used by CHARITIES, and CITY agrees to permitCHA TIES
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to use the CITY'S name and logo and trademark during the term of this Agreement solely in the
connection with the Classic. CITY agrees that promotional material created by CITY with regard
to the Classic is subject to the approval of CHARITIES. CHARITIES agree that any material
submitted by CITY will not be unreasonably disapproved, and, if it is disapproved, that CITY
will be advised of the specific grounds of the disapproval.
(b) All printed material and advertising matter to be used prior to or at the Classic
which include the name City of Delray Beach or its official seal shall be submitted to the City
Manager or his designee for his approval at least two (2) days prior to the proposed use of the
same. Approval shall not be unreasonably withheld by the City Manager or his designee. CITY
agrees that it shall always use the official name of the Classic as designated by CHARITIES and
no other name when malting reference to the Classic in CITY'S promotional materials.
(c) If CHARITIES is able to secure television coverage for the Classic,
CHARITIES shall ensure that any such television coverage of the Classic shall specifically
mention the CITY as the host in the opening of each and every broadcast. CHARITIES will use
best efforts to provide CITY with an overview of the City of Delray Beach.
(d) CITY or its designee, at the request of CHARITIES, shall temporarily cover
advertisements, corporate logos or trademarks that appear throughout the Tennis Center, at its sole
expense.
20. EVENT PERSONNEL AND EQUIPMENT.
CHARITIES shall provide all personnel needed for the Classic, including, but not limited
to, set up and take down personnel, ticket sellers, ticket tapers, ushers, sound technicians and stage
hands except as otherwise set forth in Paragraph 3(a) or elsewhere in this Agreement.
21. POLICE AND EMERGENCY PERSONNEL.
CHARITIES agree to make arrangements with the CITY designated representative to
provide for CITY police personnel which the CITY determines, in its sole discretion, is necessary
for the Classic. Also, CHARITIES shall contact the CITY designated representative to make
arrangements for Emergency Medical Technician personnel to be present at the Classic.
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22. CITY'S RIGHT TO CONTROL PREMISES.
CITY 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, and neither CITY nor of any its officers,
agents or employees shall be liable in any manner to CHARITIES or its officers, agents or
employees for any damages which may be sustained by CHARITIES through the exercise of this
right by CITY.
23. ALCGH®LIC BEVERAGE LICENSE.
In the event an alcoholic beverage license is required, CHARITIES or its agents shall apply
for and obtain a temporary alcoholic beverage license from the State of Florida Department of
Business Regulations, Division of Alcoholic Beverages and Tobacco for the sale of alcoholic
beverages at the Site for the Classic. CHARITIES, or its agents, shall display said license in a
conspicuous place at the Site of the sale and/or distribution of the alcoholic beverages.
CHARITIES 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. CHARITIES, or its agents, 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.
24. VACATIN OF CILASSIC SITE.
CHARITIES agree to vacate the licensed Classic Site no later than two (2) days after the
completion of the Classic; to leave said Classic Site in a condition equal to that at the
commencement date CHARITIES occupies the Classic Site each year, ordinary wear and use
thereof only excepted, and that CHARITIES shall remove from the Classic Site within five (5)
days following the closing of the Classic, all material and equipment owned by CHARITIES.
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25. NHN-DISCRIMINATI®N.
A. That CHARITIES for itself, its personal representatives, successors in interest,
assigns, subcontractors, and sublicensees, as a part of the consideration hereof, does hereby
covenant and agree that:
1. 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.
2. That in the construction of any improvements on, over, or under such land
and the furnishing 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.
3. That CHARITIES shall use the premises 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 right to terminate the license and to take possession of said
facilities and hold the same as if said license had never been made or issued; This provision shall
not be effective until the procedures of Title 45, Code of Federal Regulations, Part 80, are followed
and completed including exercise or expiration of appeal rights.
C. CHARITIES 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, or any matter directly or indirectly related to
employment 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.
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26. CHANGE IN ISA .
During the term, the CITY reserves the right to restate and/or renegotiate with
CHARITIES 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 downtown site. In the event
that the CITY and CHARITIES 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.
27. CANCELLATION LATION BYCITY;
The occurrence of any of the following cause this Agreement to be automatically
terminated:
A. Institution of proceedings in voluntary bankruptcy by CHARITIES.
B. Institution of proceedings in involuntary bankruptcy against CHARITIES if such
proceedings lead to adjudication of bankruptcy and the CHARITIES fails within ninety (90) days
to have such adjudication reversed.
The CITY shall have the right, after fourteen (14) calendar days written notice sent by
registered or certified mail to CHARITIES specifying the amount of payment(s) in default, to
terminate this Agreement whenever the non-payment of any sum or sums due hereunder
continues for a period of ten (I 0) calendar days after the due date for such payments; provided,
however, that such termination shall not be effective if CHARITIES makes the required
payment(s) during the fourteen (14) calendar day period following receipt of the written notice.
The CITY shall also have the right to cancel the Event for a particular year if the CITY. or
another entity actin* on behalf of the CITY, conducting major renovations to the Tennis Center, and
the CITY determines in its sole discretion that the Event will not be able to be to be held tAyear.
28. DEFAULT BYCHARITIES.
The CITY may terminate this Agreement for cause upon CHARITIES' failure to perform
any of the terms and conditions of this Agreement and such failure in performance not remedied by
CHARITIES 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
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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.
29. DEFAULT BY CITY.
CHARITIES may terminate this Agreement for cause upon CITY'S failure to perform
any of the terms and conditions of this Agreement if such failure in performance was 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 of the failure of performance and CHARITIES' intention to terminate if not
corrected and which remedial measures must be completed within a reasonable time set forth in
the notice from CHARITIES.
30. NOTICES.
Any notices submitted or required by this Agreement shall be sent by registered or
certified mail and addressed to the parties as follows:
To the City: Mark Lauzier, City Manager
City of Delray Beach
100 N.W. 1St Avenue
Delray Beach,Florida 33444
To CHARITIES:
Chris Evert Charities
7200 W. Camino Real, Suite 310
Boca Raton, FL 33433
Attn: Tami Starr
or to such other addresses as either party may designate in writing.
31. 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 thereof. This Agreement
may be amended only by written document, properly authorized, executed and delivered by both parties
hereto
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This Agreement shall be interpreted as a whole unit and section headings are for convenience only.
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.
32. INDEMNIFICATION.
(a) To the fullest extent permitted by laws and regulations, CHARITIES agrees to
indemnify, defend, save and hold CITY, its officers, agents, employees and assigns and Dubin &
Associates, Inc., harmless from any and all 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 use, maintenance, or operation of the licensed facilities, including but not limited, to
the exterior facilities and grounds, parking areas, pedestrian walkways, vehicular paths and grassy
areas, by CHARITIES or its officers, agents, employees, or independent contractors, and invitees
including but not limited to those resulting from or arising out of (a) by any act done or words
spoken by CHARITIES, its players, agents or employees; (b) any damage done to the premises or
any part thereof caused by the act or omission of either CHARITIES or any player, agent or
employee of CHARITIES: (c) the breach by CHARITIES of any term of this Agreement; or (d)
any breach or alleged breach of any warranty or obligation undertaken by CHARITIES in this
Agreement. CHARITIES shall pay all claims, losses, liens, settlements or judgments of any nature
whatsoever in connection therewith, including but not limited to reasonable attorney's fees and costs
to defend all claims or suits, in the name of CITY when
applicable.
(b) CHARITIES agree to defend all actions to which this Paragraph 30 applies, in
the name of CITY provided, however, that CITY reserves the right to select its own legal
counsel to conduct any defense in any such proceeding which selection shall be reasonable under
the circumstances. All costs and fees associated therewith shall be the responsibility of
CHARITIES under this indemnification agreement.
(c) Such indemnification shall be limited to the amount of commercial general
liability insurance which CHARITIES is required to obtain under this License Agreement.
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(d) 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 Paragraph 32 shall survive the execution, delivery and
performance of this Agreement.
33. PERS®NAI. PROPERTY.
CITY assumes no responsibility whatsoever for any property placed on the Site by
CHARITIES, its agents, employees, representatives, independent contractors or invitees. 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 Site under this
Agreement, unless such damage, loss or liability is caused by CITY'S (including employees and
agents) negligent, reckless or intentional act(s). If any claim or cause of action is brought against the
CITY relating to personal property as contemplated by this paragraph, and where such claim or
cause of action is not founded on the negligent, reckless or intentional action of the CITY
(including employees and agents), then CHARITIES shall defend any such action in the name of
CITY provided, however, that CITY reserves the right to select its own legal counsel to
conduct any defense in any such proceeding which selection shall be reasonable under the
circumstances. All costs and fees associated therewith shall be the responsibility of CHARITIES
under this agreement.
34. INDEPENDENT CONTRACTOR STATUS.
CHARITIES and its employees, volunteers and agents shall be and remain 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 or for any other reason whatsoever. 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.
. WARRANTY.
Except as otherwise provided for herein, the CITY and CHARITIES represent that they
have, to the best of their knowledge and belief, all rights and authority necessary to fulfill the
obligations hereunder without breaching the terms of any other agreement to which either
CHARITIES or CITY is a party.
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36. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of CHARITIES and the successors and
assigns of CHARITIES. The rights granted CHARITIES hereunder shall be exclusive to it and
shall not, without the prior written consent of CITY, be transferred or assigned to any other.
37. RESERVATION OF RIGHTS.
All rights not herein specifically granted to CHARITIES with respect to the Classic shall
be and remain the property of CITY.
38. ENTIRE AGREEMENT.
This Agreement constitutes the entire Agreement between CITY and CHARITIES in
respect to the subject matter of this Agreement and supersedes all prior agreements.
. EXECUTION AND DELIVERY REQUIRED.
This instrument shall not be considered to be an agreement or contract, nor shall it create any
obligation, whatsoever, on the part of CHARITIES or CITY, or either of them, unless and until it
has been signed by representatives of CHARITIES and CITY and delivery has been made of a
fully-signed original.
40. CIIARITIES' TAX-E MPT STATUS.
All activities and operations of CHARITIES will be consistent with an organization which
is exempt from federal income tax under Section 50 1(a) of the Internal Revenue Code, by virtue of
being an organization described in Section 501(c)(3) of the Internal Revenue Code. To conflict with
CHARITIES' tax-exempt organization, such obligation is hereby waived by CITY and shall not be
binding upon CHARITIES. In the event any obligation to CITY is waived on account of the
foregoing sentence, suitable alternative arrangements, consistent with CHARITIES' tax-exempt
status, will be made so as to avoid any inequity to CITY.
1. THIRD PARTIES.
Nothing in this Agreement, whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement upon any person other than the parties hereto and
their respective heirs, successors, legal representatives, and permitted assigns, nor is anything in
this Agreement intended to relieve or discharge the obligation or liability of any third persons to
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any party to this Agreement, nor shall any provision thereof give any third person any right of
subrogation or action over or against any party to this Agreement.
42. VENUE.
Any action brought to enforce the provisions of this Agreement shall be brought in a court
of competent jurisdiction in Palm Beach County, Florida.
43. TICKETMASTER.
(a) CITY or its designee shall provide the services of its facility and box office through
Ticketmaster only for those tickets elected by CHARITIES to utilize such services in connection
with the Classic. These services will be provided in a timely, professional and diligent manner and
in accordance with CHARITIES reasonable ticket specifications. CHARITIES agree that it will
provide facility and box office services for those tickets for which CHARITIES does not elect to
utilize the services through Ticketmaster.
(b) In full payment for the ticket services, CHARITIES agree to CITY imposing a
two and one-half percent (2.5%) charge against ticket proceeds where such proceeds are generated
through credit card sales and five cents ($.05) per ticket for ticket stock. CITY acknowledges that
no other amounts will be charged to CHARITIES (other than payment of state sales tax) for
ticketing for the Classic.
(c) CITY shall pay ninety percent (90%) of all amounts due to CHARITIES within
15 days of the CITY receiving the funds from Ticketmaster. CITY shall pay the balance of the
remaining ten percent (10%) to CHARITIES within 60 days after the completion of the event,
less amounts for which refunds have been issued. If CHARITIES fail to hold the event as
scheduled, CHARITIES shall be responsible to Ticketmaster-Florida, Inc. for all refunds incurred
as a result of the cancellation or rescheduling, up to the face amount of the ticket price per ticket
purchased and refunded plus any additional credit card fees that may be imposed.
44. APPROVALS. All approvals to be given by a party under this Agreement shall not be
unreasonably withheld or delayed.
5. APPROPRIATION. The continuation of the Agreement beyond the end of any fiscal year
shall be subject to both the appropriation and the availability of funds in accordance with Florida
law.
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.
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ATTEST: CITY OF ELBA SEACH, FLORIDA
City Clerk
A, e s o Fori�. °
City Attor e
r
WITNES ES: CHRIS EVERT CHARITIES, INC.
NA1 A W By: 9--94��
&' L�qh SI'MIDAMA& Name Printed: 6 o'-'Y1r� s (f
(print or type name)
Title:
SEAL
ROBERT®CUCALON
_ 0p
Notary Public.State of Florida
STATE OF P L. Commission#FF 955572
My comm.expires Jan.28.2020
COUNTY OF PALM Be=,H
The foregoing instrument was acknowledged before me this MAA rs$, 201�
by ' A rl + , l i O of CHRIS EVERT CHARITIES,
INC®, a corporation, on behalf of the corporation. He/She is
personally known to me/or has produced FL L (as identification).
Signatu e of Notary Public
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