CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 5097)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves the attached agreement between the City of
Irving and Kansas City Explorers, Inc. for marketing services and economic
incentives in connection with World Team Tennis matches in an amount not to
exceed $400,000.00, and the Mayor is authorized to execute the agreement.
SECTION II. THAT this expenditure shall be charged to Account No. 1020-2906-561501-100.
SECTION III. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on January 10, 2013.
________________________________
BETH VAN DUYNE
MAYOR
ATTEST:
_______________________________
Shanae Jennings
Acting City Secretary
APPROVED AS TO FORM:
_______________________________
Charles R. Anderson
City Attorney
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World Team Tennis Incentive Agreement
v.7; 1_2_13
MARKETING AGREEMENT
STATE OF TEXAS
COUNTY OF DALLAS
CTY OF RVNG
This Marketing Agreement (Agreement), is entered into on the ___ day of January, 2013, by
and between the CTY OF RVNG, TEXAS (the "City), a home rule City and municipal
corporation of Dallas County, Texas, and the Kansas City Explorers, nc. a Missouri benevolent
corporation (the "Team), acting by and through its authorized officers, for the purposes and
considerations stated below:
WHEREAS, the City has adopted a Compre hensive Policy Statement on Local Economic
Development and Business Stimulation ncentives (Policy Statement), by the passage of
Ordinance No. 9137 on the 3rd day of December, 2009; and
WHEREAS, the Policy Statement constitutes appropriate guidelines and criteria governing
economic incentive agreements and marketing agreements to be entered into by the City as
contemplated by Chapter 380, Texas Local Government Code (the "Code); and
WHEREAS, the City desires to enter into an Agreement with Team for econ omic incentives and
marketing pursuant to Chapter 380 of the Code; and
WHEREAS, the contemplated use of the Premises, and the other terms hereof are consistent
with encouraging development and diversification of the economy of the state, retention of
employees by this major corporate citizen and are in compliance with the Policy Statement and
similar guidelines and criteria adopted by the City and all applicable law; and
WHEREAS, in order to maintain and enhance the commercial and industrial economic and
employment base of the City of rving, the City Council finds that it is in the best interest of the
taxpayers for the City to enter into this Agreement;
NOW, THEREFORE, the City and Team for and in consideration of the mutual covenants and
promises contained herein, do hereby contract, covenant and agree as follows:
I. MARKETING INCENTIVE
A. TEAM Obligations. n consideration of the City entering into this Agreement providing
for the payment of funds constituting a grant, Team agrees to:
1. Provide proof of entering into an agreement with the Four Seasons Hotel (the
"Hotel) to host at least seven home professional tennis matches in 2013 (and
one additional exhibition match) (collectively called the "Tennis Matches) at
4150 N. MacArthur Boulevard, rvin g, Texas 75038 (the Premises) no later than
February 28, 2013.
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2. Provide proof, no later than February 28, 2013, of W orld Team Tennis League
(the "League) consent to conduct the Tennis Matches in 2013 at the Premises.
3. Conduct the Tennis Matches at the Premises between July 1, 2013 and
September 1, 2013, each with an anticipated paid attendance of 1800.
4. During the 2013 season, the Tennis Matches shall include:
a. The team agrees to host two to three home matches featuring marquee
players. ("Marquee players is defined as current or former players ranked
in the top 50 by either the Association of Tennis Professionals ATP Tour
or the W omen's Tennis Association W TA Tour in either the single or
doubles individual category . i.e. Bryan brothers, Venus W illiams, Serena
Williams, Andy Roddick, Andre Agassi.)
b. One nationally televised match (league produced) to air across a group of
networks on national and regional cable, including one of the following:
Tennis Channel, Comcast Sports Net, MSG and Fox Sport s Net systems.
The nationally televised match will also be rebroadcasted internationally
on 5 continents. City will receive one 30 second advertising spot during
the broadcast. City will provide talking points so that the sports
commentators will have cont ent to promote City during contest. City
agrees to provide a high ranking official to be interviewed during the
broadcast. Sister City will be recognized during the broadcast.
c. One to two televised home Tennis Matches (Team produced) to air on
regional cable or network described in (b). The City will be provided three
30 second TV spots per match to be used by City for promotions. n
addition, Sister City will be recognized during the broadcast of the local
Tennis Matches.
d. Two (2) PA announcements per home match with tagline.
e. Two (2) courtside signs and one (1) grandstand sign at all home matches
f. One baseline camera-view banner sign located on TV end of shot to be
seen at all televised matches
g. Two (2) full -page color ads (including inside cover) in the team's official
program, which will be sold at all home matches and used in marketing
material. City will receive 500 copies of the 8,000 printed.
h. A display booth at all matches for City marketing purposes.
i. Twenty-six (26) complimentary box seat tickets to all home matches
j. City Officials may be invited to participate in events surrounding home
matches, such as: coin toss, on-court halftime interviews, etc.
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World Team Tennis Incentive Agreement
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5. Provide media outreach and coverage that includes:
a. Press conference featuring League Commissioner announcing the
Team's move to rving
b. Thirty complimentary tickets to sponsor receptions featuring players,
coaches, media and sponsors
c. Team agrees to work with a professional public relations firm to maximize
the opportunities available to both the Team and the City.
6. Conduct community outreach featuring Quick Start program for 200 rving
children, in cooperation with City recreational programs. Each participant will
receive a complimentary tennis racquet.
7. Use Premises at all times in a manner that is consistent with City zoning
ordinances and applicable law.
8. For taxation and residency purposes, locate all business personal property in
rving, Texas and remain current on all taxes of property owned by Team in the
City of rving for the term of this Agreement.
9. Use the words "rving, Texas or "rving, TX when printing an address on
literature, all stationery, business cards, or other printed or electronic material s
which identify the Tennis Events and Premises.
a. the new Team logo to include the name "rving
b. City of rving will be tagged in all print advertising, and other advertising
where applicable.
c. rving logo to be included on the Team's website, with direct link to City
website.
10. Covenant and certify that Team does not and will not knowingly employ an
undocumented worker as that term is defined by Section 2264.01(4) of the Texas
Government Code. n accordance with Section 2264.052 of the Texas
Government Code, if Team is convicted of a violation under 8 U.S.D. Section
1324a(f), Team shall repay to the City the full amount of the Grant made under
this Agreement, plus ten percent (10%) per annum from the date the Grant was
made. Repayment shall be paid within one hundred twenty (120) days after the
date Team receives notice of violation from the City.
11. Remit to the City a sum equal to the Grant made under this Agreement, plus
interest at five percent (5%) per annum from the date Grant was made, s hould
Team breach this Agreement or fail to comply with any material term of this
Agreement, following thirty (30) days written notice from City to come into
compliance.
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World Team Tennis Incentive Agreement
v.7; 1_2_13
B. City Grant. Upon compliance wi th all terms and provisions of the Marketing ncentive of
this Agreement, City shall provide Team from lawfully available funds a Grant not to exceed
$250,000; payable as follows: $150,000 upon execution of this Agreement and the Team's
certification verifying performance of Team Obligations A.1 and A.2; $50,000 June 1, 2013; and
$50,000 upon the Team's certification verifying performance of Team Obligations A.4 and A.6
no later than August 15, 2013.
II. PREMISES INCENTIVE
A. TEAM Obligations. n consider ation of the City entering into this Agreement providing
for the payment of funds constituting a grant, Team agrees to:
1. Provide proof of entering into an agreement with the Four Seasons Hotel (the
"Hotel) to host at least seven home professional tenni s matches in 2013 (and
one additional exhibition match) (collectively called the "Tennis Matches) at
4150 N. MacArthur Boulevard, rving, Texas 75038 (the Premises) no later than
February 28, 2013.
2. Provide proof, no later than February 28, 2013, of W orld Team Tennis League
(the "League) consent to conduct the Tennis Matches in 2013 at the Premises.
3. Resurface and maintain the center court tennis court at the Premises to a level
acceptable to conducting the Tennis Matches.
4. Provide stadium seating and lighting suitable for the Tennis Matches.
5. Use Premises at all times in a manner that is consistent with City zoning
ordinances and applicable law.
6. Remit to the City a sum equal to the Grant made under this Agreement, plus
interest at five perc ent (5%) per annum from the date Grant was made, should
Team breach this Agreement or fail to comply with any material term of this
Agreement, following thirty (30) days written notice from City to come into
compliance.
B. City Grant. Upon compliance with all terms and provisions of the Premises ncentive of
this Agreement, and upon providing invoices of actual costs for completing items A.3 and A.4,
City shall provide Team from lawfully available funds a Grant not to exceed $150,000 for the
actual costs of completing items A.3 and A.4 of this Premises ncentive. This Premises
ncentive is wholly separate and in addition to the Marketing ncentive.
III. TERM
This Agreement shall become effective upon execution by both parties , and remain in effect
until December 31, 2013. n the event this Agreement is not fully executed by February 28,
2013, this Agreement shall be of no force or effect.
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World Team Tennis Incentive Agreement
v.7; 1_2_13
IV. RECORDS AND AUDITS
Throughout the term of this Agreement, the City or its agents shall have reasonable access to
the Premises (upon prior reasonable notice to Team) for the purpose of verifying Team's
compliance with the conditions of this Agreement; provided that Team shall have the right to
accompany City employees for any such verification and keeping in mind the privacy and
security interest of Team and its employees.
V. BREACH
f Team fails to comply with the terms of this Agreement, or in the event that (i) Team allows its
ad valorem taxes with respect to real or personal property owed the City to become delinq uent
and fails to timely and properly follow the legal procedures for protest and/or contest of any such
ad valorem taxes, or (ii) Team breaches any of the material terms or conditions of this
Agreement, then Team shall be in default of this Agreement. n the event that Team defaults in
its performance of (i) or (ii), the City shall give Team written notice of such default and if Team
has not cured such default within thirty (30) days of said written notice, or, if such default cannot
be cured by the payme nt of money or posting of a bond or other collateral reasonably
acceptable to the City, and cannot with due diligence be cured within such thirty (30) day period
owing to causes beyond the control of Team, this Agreement may be terminated by the City.
Provided, however, that if such default is not reasonably susceptible of cure within such thirty
(30) day period and Team has commenced and is pursuing the cure of same, then after first
advising the City Council of Team efforts to cure same, Team may utilize an additional thirty
(30) days. Time, in addition to the foregoing sixty (60) days may be authorized by the City
Council. During the term of this Agreement, as City's sole and exclusive remedy for any
material breach by Team under this Agreement, in the event of default after the expiration of the
applicable notice and cure periods, Team shall repay the City as liquidated damages all
previous payments made by the City to Team pursuant to this Agreement and 5% interest per
annum from the date of such paym ent. Such amount shall be due, owing, and paid to the City
by Team within sixty (60) days of the expiration of the above -mentioned applicable curing
period. The parties acknowledge that actual damages in the event of default and termination
would be speculative and difficult to determine. f during the term no grant payment has been
made to Team, as City's sole and exclusive remedy for any material breach under this
Agreement, after the expiration of the applicable notice and cure periods, the City may c ancel
the Agreement and no payments shall be due to Team.
VI. EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY
This Agreement and the economic incentives are not assignable by Team to any entity other
than an affiliated company or successor without approval of the City Council. n the event of
assignment to an affiliated company or successor, Team must confirm such assignment in
writing to the City, and the successor must confirm its intent to be bound by this Agreement and
to assume all responsibilities of Team within 90 days of such assignment. n the event of failure
to confirm assignment to an affiliate or successor hereunder, then no Grant shall be paid until
such assignment is approved by the City Council.
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World Team Tennis Incentive Agreement
v.7; 1_2_13
VII. NOTICE
All notices called for or required by this Agreement shall be addressed to the following, or such
other party or address as either party designates in writing, by certified mail, postage prepaid or
by hand delivery:
KANSAS CTY EXPLORERS, NC.
PO Box 6545
Lees Summit, MO 64064
Attention: Jeff Launius
GM-Co-owner
CTY OF RVNG, TEXAS
825 W. rving Boulevard
rving, Texas 75060
Attention: City Secretary

VIII. CITY COUNCIL AUTHORIZATION
This Agreement was authorized by resolution of the City Council that was approved by the
affirmative vote of a majority of the City Council at its regularly scheduled City Council meeting
on the 10th day of January, 2013, authorizing the Mayor to execute this Agreement on behalf of
the City.
IX. BOARD OF DIRECTORS AUTHORIZATION
This Agreement was entered into by an authorized representative of Team pursuant to authority
granted by its respective Board of Directors through formal delegations.
X. SEVERABILITY
n the event any section, subsection, paragraph, sentence, phrase or word is held invalid, illegal,
or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be
read as if the parties intended at all times to delete said invalid section, subsection, paragraph,
sentence, phrase or word.
XI. APPLICABLE LAW
This Agreement shall be construed under the laws of the State of Texas. Venue for any action
under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement
is performable in Dallas County, Texas.
XII. ENTIRE AGREEMENT
This Agreement constitutes the entire economic incentive and marketing agreement between
the parties, supersedes any prior understanding or written or oral agreements or
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World Team Tennis Incentive Agreement
v.7; 1_2_13
representations between the parties, and can be modified only by written instrument subscribed
to by both parties. This Agreement may be executed in multiple counterparts, each of which
shall be considered an original.
CTY OF RVNG, TEXAS
By: ____________________________
Beth Van Duyne, Mayor
Date of execution: January ____, 2013
Attest:
__________________________
Shanae Jennings
Acting City Secretary
Approved as to form:
__________________________
Charles R. Anderson
City Attorney
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World Team Tennis Incentive Agreement
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KANSAS CTY EXPLORERS, NC
By: _______________________
Name: _____________________
Title: _______________________
Date of execution: ___________________, 2013
CORPORATE ACKNOWLEDGEMENT
THE STATE OF _______

COUNTY OF _________
BEFORE ME, the undersigned authority, a Notary Public in and for said County
and State, on this day personally appeared __________________________,
___________________________ of Kansas City Explorers , nc. known to me to be the person
and officer whose name is subscribed to the foregoing instrument and acknowledged to me
he/she executed the same as a duly authorized officer of such corporation, and as the act and
deed of such corporation, for the purp oses and consideration therein expressed, and in the
capacity therein stated.
GVEN UNDER MY HAND AND SEAL OF OFFCE this _____ day of
_______________, A.D., 2013.
_________________________________________
Notary Public
_________________________________________
(Typed/Printed Name of Notary)
My Commission Expires:
____________________
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