2006-026 Agmnt RWTS Tennis Pro Shop MerchandisingRESOLUTION 2006-26
A RESOLUTION OF THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA,
APPROVING AND AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE
CLERK TO ENTER INTO AN AGREEMENT WITH RICHARD WAIDELICH TENNIS
SERVICES ,JUPITER, FL, ATTACHED AS EXHIBIT "A" FOR THE MERCHANDISING
OF THE TENNIS PRO SHOP AT THE NORTH PALM BEACH COUNTRY CLUB.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA:
Section 1. The Village Council hereby approves a merchandising agreement for tennis goods
from Richard Waidelich Tennis Services of Jupiter, FL.
Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute an
Agreement with Richard Waidelich Tennis Services attached as Exhibit "A" and is directed to
take all necessary and appropriate actions to effect the implementation of said Agreement.
Section 3. This Resolution shall take effect immediately upon passage.
PASSED AND ADOPTED THIS 13th DAY OF APRIL, 2006.
(Village Seal)
ATTEST:
~~~~~~~~ ~o~ ~`~~
Village Clerk
AGREEMENT
(Exhibit A)
This Agreement ("Agreement") is made and effective April 15th, 2006, by and between North Palm
Beach Country Club, (hereinafter "CLIENT") and Richard Waidelich Tennis Services. (hereinafter
"RWTS").
WHEREAS, CLIENT is in the business of operating a tennis facility located at 951 U.S. Hig_hway 1
North Palm Beach FL 33408, and
WHEREAS, CLIENT desires to engage RWTS to provide Tennis Pro Shop merchandise and
merchandising assistance (hereinafter "Merchandise"), all as set forth,
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the
parties hereto agree as follows:
Responsibilities of the Parties.
Each party agrees that it shall have certain responsibilities with respect to sales, marketing and
administration of all of the product and service offerings contemplated herein, as follows:
A. RWTS will provide CLIENT with the following:
1. Suitable inventory of priced tennis racquet bags, accessories, such as grips
(replacement & overgrips), balls, vibration dampeners, hats, visors, wrist bands, etc.
as agreed to by CLIENT and RWTS.
2. Signage and displays providing promotional information related to available products
and services (to be approved by CLIENT or its designated representative prior to
use).
3. Training for CLIENT counter personnel regarding all products.
4. Merchant processing system including hardware and software to process transactions
and account for inventory.
5. Monthly report and payment of 10% of gross sales price less returns for items sold in
Tennis Pro Shop. Such report and payment shall be made no later than the 15th of
the month following the close of each reporting calendar month.
B. CLIENT will:
1. Accept and handle credit card, cash and check payments for items purchased in
Tennis Pro Shop utilizing merchant accounting system provided by RWTS, providing
customers with identifying receipts for Merchandise sold. All checks received shall
be made payable to "Richard Waidelich Tennis Services.
2. Secure cash and checks received for receipt and deposit by RTWS.
3. Charge and receive appropriate sales tax for items purchased in Tennis Pro Shop.
4. Provide appropriate Tennis Pro Shop staffing and reasonable security for cash,
checks, credit card information, merchant accounting system hardware and software,
and all inventory items provided by RWTS.
2. Exclusivity.
RWTS shall be the exclusive provider of Tennis Pro Shop merchandise and merchandising assistance for
CLIENT.
Audit RiEhts.
CLIENT agrees that following reasonable prior notice any and all contracts, agreements, correspondence,
books, accounts and other information relating to the sale of Tennis Merchandise only contemplated by
this Agreement by CLIENT shall be available for inspection by RWTS and RWTS's outside accountants,
at RWTS's expense.
4. Term.
A. The term of this Agreement shall commence on April 15th, 2006 and shall continue in
full force and effect until terminated by either party, as hereinafter set forth in the
Agreement.
B. RWTS's right to receive payment of funds due RWTS for Merchandise sold prior to the
termination date shall survive the termination of the Agreement for any cause.
Ownership of Inventory.
RWTS shall retain ownership of all unsold Merchandise and merchandising materials provided by RWTS
prior to, during, and following the term of the Agreement and shall have the right to remove any unsold
Merchandise and merchandising materials at any time subject to RWTS's sole discretion. RWTS shall be
responsible for inventory shrinkage and loss due to theft and hazardous causes (fire or water damage).
Termination.
Either party to this Agreement can terminate this Agreement with or without cause upon thirty (30) days
prior written notice to the other party. Upon termination of the Agreement, RWTS shall promptly remove
all merchandise from the premises.
Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be
given to the appropriate party by personal delivery or by certified mail: postage prepaid, or recognized
overnight delivery services.
If to CLIENT:
Attention: Village Manager
Village of North Palm Beach
951 U.S. Highway 1
North Palm Beach, FL 33408
If to RWTS:
Richard Waidelich Tennis Services
107 Pegasus Drive
Jupiter, FL 33477
8. Attorney Fees.
In any litigation between the parties in regards to this Agreement, the prevailing party in such litigation
shall be entitled to recover from the non-prevailing party a reasonable attorney's fee and all cost of
litigation both at the trial and appellate level.
9. Headings.
Headings used in the Agreement are provided for convenience only and shall not be used to construe
meaning or intent.
10. Entire Agreement.
This Agreement, its Schedules and Addenda, represent the entire agreement between the parties and
terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a
further writing that is duly approved by both parties may modify this Agreement.
11. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of State of
Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this ~~'~ f/ day of
_ ~,/~,•F' / t_ , 2006.
North Palm B h Count lub
BY:
MA R
Richard Waidelich Tennis Services
BY: ~~"'~'~''~-' ~~"~:.~c~--'_"
Ric rd Waidelich
ATTEST:
. ~._---
VILLAGE CLERK