Exhibit 10.9
AGREEMENT
This Agreement is made and entered
into this 22nd day of October, 2003, superseding the agreement
entered into on the 24th day of August, 2000 by and between Dover
Downs, Inc., a Corporation of the State of Delaware (hereinafter
called Dover Downs), and Delaware Standardbred Owners Association,
Inc., a Delaware Corporation (hereinafter called DSOA) and is
executed in duplicate original copies.
WITNESSETH:
WHEREAS, Dover Downs is licensed to
conduct and is engaged in the business of conducting harness racing
meetings at a harness racing track known as Dover Downs, located in
Dover, Delaware; and
WHEREAS, DSOA’s membership
consists of owners, trainers, and drivers of harness horses
participating in harness race meetings at Dover Downs and elsewhere
in the United States and Canada, and DSOA has been organized and
exists for the purpose of promoting the sport of harness racing;
improving the lot of owners, drivers, and trainers of harness
racing horses participating in race meetings; establishing health,
welfare and insurance programs for owners, drivers, and trainers of
harness racing horses; negotiating with harness racing tracks on
behalf of owners, trainers, drivers, and grooms of harness racing
horses; and generally rendering assistance to them whenever and
wherever possible; and
WHEREAS, the parties hereto desire
to cooperate in promoting the popularity of the sport of harness
racing, and in insuring the continuity of harness racing at Dover
Downs for the best interests of the parties hereto and the public;
and
IN CONSIDERATION OF the promises,
the covenants set forth herein, and other considerations, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1.
Term of Agreement
The provisions of this Agreement
shall apply to and govern every harness racing meeting conducted by
or at Dover Downs effective August 1, 2003, and continuing through
July 31, 2007. The parties agree that this Agreement shall
automatically renew for two successive one year periods unless
either party notifies the other party by May 1 st of its
intention to not renew this Agreement in which event the agreement
shall terminate at the end of the then current term (i.e., on July
31, 2007 in the event there is no renewal or July 31, 2008 in the
event that the Agreement is renewed only once or July 31, 2009 in
the event that the Agreement is renewed for both option
years.
During the term of this agreement
Dover Downs will schedule not less than 1 33 days of live
racing each year, where a live day of racing shall consist of a
minimum of 13 programmed races per day, and the minimum number of
races each year shall be 1995 unless otherwise mutually agreed by
the parties provided however, that any days or races lost to
weather, acts of God, technical problems, or human error, shall not
be required to be rescheduled. These days and races are subject to
the availability of horses and may be reduced if the races are not
adequately filled by available horses.
2.
Basic Purse Distribution
A. Dover Downs will distribute as racing purses at
all meetings conducted at Dover Downs during the term of this
agreement 10% of the live handle wagered at Dover Downs. Except,
however, when Dover Downs races more than 13 races per day, Dover
Downs will retain all
monies received from the live handle wagered on
the last race each day.
In the event of any legislation
which changes Dover Downs’ share of the pari-mutuel
commission, the amount calculated above shall be adjusted so that
50% of any increase shall be added to purses and 50% of any
decrease shall be subtracted from the purses.
B.
Dover Downs agrees to distribute to DSOA via the purse pool and
subject to the provisions of paragraph 5, twenty five percent (25%)
of any monies received from Dover Downs’ export signal of the
live race meets conducted during the term of this agreement.
Except, however, when Dover Downs races more than 13 races per day,
Dover Downs will retain all monies received from Dover Downs’
export signal on the last live race each day.
C .
Over and above the
purses payable under paragraphs 2 A) and 2 (B), Dover Downs
shall pay additional purses in an amount calculated pursuant to 29
Del.C.4815 (b)(3)b et seq.
D. In
consideration of Dover Downs racing more than 1560 races per race
meet and agreeing to many provisions relating to race conditions,
qualifying standards, qualifying races, physical improvements, and
other accommodations for the horsemen, the share of pari-mutuel
commissions for purses has been negotiated to the amounts specified
in Paragraphs 2 (A) and 2 (B) above.
E.
An average of 6 races per program shall be written and if possible
filled for Delaware owned or bred horses. The race secretary
shall make every effort to write Delaware owned horses in all
classes permitted to race at Dover Downs. The purses for
these races shall be twenty (20%) percent greater than purses for
the same class not restricted to Delaware owned or bred horses
rounded to the nearest $100. Should these races not fill with all
Delaware owned or bred horses the racing secretary may open the
class to non-Delaware owned or bred horse, with the Delaware owned
or bred horses having first preference in accordance with D.H.R.C.
rules.
E.
During the term of this Agreement, Dover Downs, on a weekly basis
during any race meeting conducted by Dover Downs, shall pay
directly to the drivers and trainers of the horses whose owners are
entitled to receive a portion of the purse money, an amount equal
to five (5%) percent of the owners’ purse money, which amount
shall be credited against the purses required to be paid to the
owners of such horses. In no event shall the aggregate
payment made by Dover Downs on account of purses and other items
specified in Paragraph 5 be increased beyond the applicable amount
for purses.
3.
Projection of Purses and Carry-Over of Purse
Money
A. The specifications of
the applicable purses for the race meet, in accordance with
Paragraph 2, shall be projected on the basis of the total estimated
purse funds to be accrued during the live race meeting, with
consideration given to seasonal fluctuation of purse accruals, so
as to maintain a reasonably uniform purse distribution schedule
throughout the Dover Downs meetings each year.
B.
(i) If any purse money due under Paragraph
